AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON DECEMBER 30, 2002.
REGISTRATION NO.: 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GRUPO TELEVISA, S.A.
(Exact name of Registrant as specified in its charter)
UNITED MEXICAN STATES NONE
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or organization)
------------------------
AV. VASCO DE QUIROGA, NO. 2000 DONALD J. PUGLISI
COLONIA SANTA FE PUGLISI & ASSOCIATES
01210 MEXICO, D.F. 850 LIBRARY STREET, SUITE 204
MEXICO P.O. BOX 885
(52) (555) 261-2000 NEWARK, DELAWARE 19715
(Address and telephone number of (302) 738-6680
Registrant's principal (Name, address and telephone
executive offices) (Zip Code) number of agent for service
------------------------
GRUPO TELEVISA, S.A. STOCK OPTION PLAN
(Full Title of the Plan)
------------------------
COPIES TO:
JOSEPH A. STERN, ESQ. JUAN SEBASTIAN MIJARES ORTEGA
KENNETH ROSH, ESQ. GRUPO TELEVISA, S.A.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON AVENIDA VASCO DE QUIROGA, NO. 2000
ONE NEW YORK PLAZA 01210 MEXICO, D.F.
NEW YORK, NEW YORK 10004 MEXICO
(212) 859-8000 (52) (555) 261-2000
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT
TO BE MAXIMUM AGGREGATE OF
TITLE OF EACH CLASS OF REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED (1) PER UNIT (1)(2) (1)(2) FEE
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Series A Shares, without par
value (3)(4)................ 1,850,000 $29.04 $53,724,000.00 $4,943.00
Series L Shares, without par
value (3)(4)................ 1,450,000 $29.04 $42,108,000.00 $3,874.00
Series D Shares, without par
value (3)(4) ............... 1,450,000 $29.04 $42,108,000.00 $3,874.00
-------------------------------------------------------------------------------------------
Total....................... 4,750,000 $12,691.00
===========================================================================================
(1) This represents (i) the maximum aggregate projected amount of
securities issuable under the Grupo Televisa, S.A. Stock Option Plan
through December 31, 2008 and (ii) such indeterminate amount
of securities that may be issued pursuant to the Grupo Televisa, S.A.
Stock Option Plan in the event of a stock dividend, stock split,
recapitalization or other similar event.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act, based on
the average of the high and low prices of the Registrant's Global
Depositary Shares ("GDSs") on the New York Stock Exchange on December
23, 2002.
(3) Ordinary Participation Certificates ("CPOs"), each representing
financial interests in, and limited voting rights with respect to,
one Series A Share, one Series L Share and one Series D Share
issuable upon deposit of the Series A Shares, Series L Shares and
Series D Shares registered hereby have been registered under a
separate registration statement on Form F-6 (Registration No.
33-71810). GDSs evidenced by Global Depositary Receipts issuable upon
deposit of such CPOs have also been registered under the same
registration statement on Form F-6. Each GDS represents twenty CPOs.
(4) All of the Series A Shares, Series L Shares and Series D Shares
registered pursuant to this registration statement on Form S-8 have
been or will be issued in the form of CPOs.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1. Plan Information....................................................3
Item 2. Registrant Information and Employee Plan Annual Information.........3
PART II
Item 3. Incorporation of Documents by Reference.............................3
Item 4. Description of Securities...........................................4
Item 5. Interests of Named Experts and Counsel..............................4
Item 6. Indemnification of Directors and Officers...........................4
Item 7. Exemption from Registration Claimed.................................4
Item 8. Exhibits............................................................4
Item 9. Undertakings........................................................5
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing information specified by Part I of this
Registration Statement have been or will be delivered to participants in
the Grupo Televisa, S.A. Stock Option Plan (the "Plan") as specified in
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Act. These documents are not required to be
filed with the SEC but constitute (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
In this Registration Statement, all references to "Televisa," "we,"
"us" and words of similar effect refer to Grupo Televisa, S.A., a sociedad
anonima, or limited liability stock corporation, organized under the laws
of Mexico, and its restricted and unrestricted consolidated subsidiaries,
unless the context otherwise requires.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with, or submitted to, the SEC by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this Registration
Statement:
(a) our annual report on Form 20-F for the fiscal year ended December
31, 2001, dated June 7, 2002 (SEC File No. 1-12610); and
(b) the description of our GDSs, CPOs, Series A Shares, Series L
Shares and Series D Shares contained in our Registration
Statement on Form 8-A, dated November 23, 1993 (SEC File No.
1-12610), and any amendment or report filed for the purpose of
updating such descriptions.
All documents subsequently filed by the Registrant or the Plan, as the
case may be, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, and any Form 6-K during such period
or portions thereof that are identified in such forms as being incorporated
into this Registration Statement, shall be deemed to be incorporated by
reference and shall be deemed a part of this Registration Statement from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement and to be a part hereof shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Mexican law, when an officer or director of a corporation
acts within the scope of his or her authority, the corporation will answer
for any resulting liabilities or expenses. In addition, the Shareholders'
Meeting of Televisa has expressly resolved that Televisa will indemnify and
hold harmless each of its directors against liabilities incurred in
connection with the distribution of the securities registered under this
Registration Statement. Televisa has also entered into indemnification
agreements with certain of its officers and directors. These
indemnification agreements require Televisa to indemnify and advance
expenses to any officer and/or director a party thereto to the fullest
extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
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4.1 -- Amended and Restated Bylaws (Estatutos Sociales) of the
Registrant, dated as of April 30, 2002, including a
translation into English (previously submitted to the
Securities and Exchange Commission as an Exhibit to the
Registrant's Annual Report on Form 20-F for the year ended
December 31, 2001 and incorporated herein by reference).
5.1 -- Opinion of Mijares, Angoitia, Cortes y Fuentes, S.C. as
to the legality of the CPOs, the Series A Shares, the
Series L Shares and the Series D Shares underlying such
CPOs.
23.1 -- Consents of PricewaterhouseCoopers.
23.2 -- Consent of Mijares, Angoitia, Cortes y Fuentes, S.C.
(included in Exhibit 5.1).
24.1 -- Power of Attorney is included in the signature pages to
this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mexico City, Mexico on December 30,
2002.
GRUPO TELEVISA, S.A.
By: /s/Rafael Carabias Principe
---------------------------------------
Name: Rafael Carabias Principe
Title: Vice President of Administration
By: /s/Jorge Lutteroth Echegoyen
---------------------------------------
Name: Jorge Lutteroth Echegoyen
Title: Controller and Vice President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfonso de Angoitia Noriega, Rafael
Carabias Principe, Jorge Lutteroth Echegoyen and Juan Sebastian Mijares
Ortega and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for such person
and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date first above indicated:
SIGNATURE TITLE
/s/Emilio Azcarraga Jean Director, Chairman of the Board,
--------------------------------- President and Chief Executive Officer
Emilio Azcarraga Jean
/s/Maria Asuncion Aramburuzabala
Larregui
--------------------------------- Director and Vice Chairwoman of the Board
Maria Asuncion Aramburuzabala
Larregui
--------------------------------- Director
Juan Abello Gallo
/s/Alfonso de Angoitia Noriega
--------------------------------- Director, Executive Vice President and
Alfonso de Angoitia Noriega Chief Financial Officer
/s/Julio Barba Hurtado
--------------------------------- Director
Julio Barba Hurtado
/s/Jose Antonio Baston Patino
--------------------------------- Director
Jose Antonio Baston Patino
/s/Ana Patricia Botin O'Shea
--------------------------------- Director
Ana Patricia Botin O'Shea
/s/Manuel Jorge Cutillas Covani
--------------------------------- Director
Manuel Jorge Cutillas Covani
/s/Jaime Davila Urcullu
--------------------------------- Director
Jaime Davila Urcullu
/s/Carlos Fernandez Gonzalez
--------------------------------- Director
Carlos Fernandez Gonzalez
/s/Bernardo Gomez Martinez
--------------------------------- Director
Bernardo Gomez Martinez
/s/Claudio X. Gonzalez Laporte
--------------------------------- Director
Claudio X. Gonzalez Laporte
/s/Roberto Hernandez Ramirez
--------------------------------- Director
Roberto Hernandez Ramirez
/s/Enrique Krauze Kleinbort
--------------------------------- Director
Enrique Krauze Kleinbort
--------------------------------- Director
German Larrea Mota Velasco
/s/Jorge Lutteroth Echegoyen
--------------------------------- Controller
Jorge Lutteroth Echegoyen
/s/Gilberto Perezalonso Cifuentes
--------------------------------- Director
Gilberto Perezalonso Cifuentes
/s/Alejandro Quintero Iniguez
--------------------------------- Director
Alejandro Quintero Iniguez
--------------------------------- Director
Fernando Senderos Mestre
--------------------------------- Director
Enrique F. Senior Hernandez
/s/Lorenzo H. Zambrano Trevino
--------------------------------- Director
Lorenzo H. Zambrano Trevino
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of
Grupo Televisa, S.A., has signed this Registration Statement on Form S-8 in
the City of Newark, State of Delaware on December 30, 2002.
SIGNATURE TITLE
/s/Donald J. Puglisi
--------------------------------- Authorized Representative in the United
Donald J. Puglisi States