Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4099534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE TIME WARNER CENTER, NEW YORK, NEW YORK 10019
(Address of principal executive offices)
Time Warner Savings Plan
(Full Title of the Plan)
PAUL T. CAPPUCCIO
Executive Vice President and General Counsel
Time Warner Inc.
One Time Warner Center
New York, New York 10019
(212) 484-8000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |X| Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
CALCULATION OF REGISTRATION FEE
---------------- -------------- ---------------- ------------------ ------------
Proposed maximum Proposed maximum
offering price aggregate offering
Title of Amount to be per share (2) price (2) Amount of
securities registered(1) registration
fee
to be registered
---------------- -------------- ---------------- ---------------- -------------
---------------- -------------- ---------------- ---------------- --------------
Common Stock,
$.01 par value
per share 21,000,000 $ 7.97 $167,370,000 $6,577.46
-------------- -------------- --------------- --------------- --------------
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of additional
shares that may be issued pursuant to the Time Warner Savings Plan (the
"Savings Plan"). The maximum number of shares that may be issued
pursuant to the Savings Plan is subject to adjustment in accordance
with certain anti-dilution and other provisions of the Savings Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers, in
addition to the number of shares stated above, an indeterminate number
of shares that may be issued pursuant to the Savings Plan after the
operation of any such anti-dilution and other provisions. In addition,
pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Savings Plan.
(2) Estimated solely for purposes of determining the registration fee
pursuant to the provisions of Rules 457(c) and (h) under the Securities
Act based on the average of high and low prices of the Common Stock as
reported on the New York Stock Exchange Composite Tape on February 18,
2009, which was $7.97 per share.
EXPLANATORY NOTE
Time Warner Inc. (the "Registrant") hereby files this Registration Statement on
Form S-8 relating to its common stock, par value $.01 per share (the "Common
Stock"), issuable under the Time Warner Savings Plan, as amended from time to
time (the "Savings Plan"). The contents of the Registration Statement on Form
S-8 (Registration No. 333-53574) as filed with the Securities and Exchange
Commission (the "Commission") on January 11, 2001, the Registration Statement on
Form S-8 (Registration No. 333-102787) as filed with the Commission on January
29, 2003, the Registration Statement on Form S-8 (Registration No. 333-137292)
as filed with the Commission on September 13, 2006 and the Registration
Statement on Form S-8 (Registration No. 333-142536) as filed with the Commission
on May 1, 2007, as each of them relates to the Savings Plan, are hereby
incorporated by reference to the extent not replaced hereby.
This Registration Statement relates to 21,000,000 shares of the Common Stock of
the Registrant and an indeterminate amount of interests issuable under the
Savings Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission by the Registrant
(File No. 1-15062) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or as otherwise indicated, are hereby incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2008 (filing date February 20, 2009).
(b) The Registrant's Current Reports on Form 8-K dated:
None
(c) The Annual Report on Form 11-K of the Savings Plan for the
year ended December 31, 2007 (filing date June 26, 2008).
(d) Current Report on Form 8-K dated January 11, 2001 (filing date
January 12, 2001) in which it is reported that the Common
Stock of the Registrant is deemed registered pursuant to Rule
12g-3(c) under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on
Form 8-K furnishing information pursuant to Items 2.02 and 7.01, including any
exhibits included with such information) 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, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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 herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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.
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Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation, because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of Section 145 of the Delaware Corporation Law.
Article VI of the Registrant's By-laws requires indemnification to the
fullest extent permitted or required under Delaware law of any person who is or
was a director or officer of the Registrant who is or was involved or threatened
to be made so involved in any threatened, pending or completed investigation,
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was serving as a
director, officer, employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of any
other enterprise.
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The foregoing statements are subject to the detailed provisions of
Section 145 of the Delaware Corporation Law and Article VI of the By-laws of the
Registrant.
The Registrant's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse the Registrant for payments made by it
pursuant to the foregoing indemnification.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
The Registrant hereby undertakes that it will submit or has submitted
the Savings Plan and any amendments thereto to the Internal Revenue Service in a
timely manner and has made or will make all changes required by the Internal
Revenue Service in order to qualify such Savings Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
------------
(a) The 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 a 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;
(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
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
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(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.
(6) That, for the purpose of determining liability of the Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The Registrant undertakes that in a primary offering of securities
of the Registrant pursuant to this Registration Statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the Registrant
relating to the offering required to be filed pursuant to Rule 424
pursuant to the Securities Act;
(ii)any free writing prospectus relating to the offering prepared
by or on behalf of the Registrant or used or referred to by the
Registrant;
(iii) the portion of any other free writing prospectus relating to
the offering containing material information about the Registrant
or its securities provided by or on behalf of the Registrant; and
(iv) any other communication that is an offer in the offering made
by the Registrant to the purchaser.
(b) The 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 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.
(h) 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 Act 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
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 the City of New York, State of New York, on February 20, 2009.
TIME WARNER INC.
By: /s/ John K. Martin, Jr.
-----------------------------
Name: John K. Martin, Jr.
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on February 20, 2009 in the
capacities indicated.
Signature Title
(i) /s/ Jeffrey L. Bewkes
------------------------------ Principal Executive Officer, Director
Jeffrey L. Bewkes and Chairman of the Board and
Chief Executive Officer
(ii) /s/ John K. Martin, Jr.
------------------------------ Principal Financial Officer, Executive Vice
John K. Martin, Jr. President John K. Martin, Jr. President
and Chief Financial Officer
(iii) /s/ Pascal Desroches
------------------------------ Senior Vice President and Controller
Pascal Desroches
Directors:
*
------------------------------------
Herbert M. Allison, Jr.
*
------------------------------------
James L. Barksdale
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(iv) Directors - continued:
*
------------------------------------
Stephen F. Bollenbach
*
------------------------------------
Frank J. Caufield
*
------------------------------------
Robert C. Clark
*
------------------------------------
Mathias Dopfner
*
------------------------------------
Jessica P. Einhorn
*
------------------------------------
Reuben Mark
*
------------------------------------
Michael A. Miles
*
------------------------------------
Kenneth J. Novack
------------------------------------
Richard D. Parsons
*
------------------------------------
Deborah C. Wright
By: /s/ John K. Martin, Jr.
--------------------------------
Name: John K. Martin, Jr.
Attorney-In-Fact
* Pursuant to Powers of Attorney dated
February 19, 2009.
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Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Time Warner Savings Plan have duly caused this Registration Statement on
Form S-8 to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on February 20, 2009.
TIME WARNER SAVINGS PLAN
By: /s/ Daniel J. Happer
-----------------------------------------
Name: Daniel J. Happer
Title: Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on February 20, 2009 in the
capacities indicated.
Members of the Committee Administering the Savings Plan:
Shelley D. Fischel
Daniel J. Happer
John A. LaBarca
Thomas W. McEnerney
By: /s/ Daniel J. Happer
-----------------------------------------
Name: Daniel J. Happer
Title: Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation of the Registrant as filed *
with the Secretary of State of the State of Delaware on July 27, 2007
(incorporated herein by reference to Exhibit 3.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
4.2 Certificate of Amendment, dated June 4, 2008, to the Registrant's *
Restated Certificate of Incorporation, as filed with the Secretary
of State of Delaware on June 4, 2008 (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Current Report on
Form 8-K dated June 4, 2008.
4.3 By-laws of the Registrant as amended through February 19, 2009 *
(incorporated herein by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 2008).
5 Opinion of Brenda C. Karickhoff, Senior Vice President and
Deputy General Counsel of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm(relating to the Savings Plan).
23.3 Consent of Brenda C. Karickhoff, Senior Vice President and *
Deputy General Counsel of the Registrant (included in Opinion
filed as Exhibit 5).
24.1 Power of Attorney
24.2 Power of Attorney for the Administrative Committee of the Savings
Plan.
* Incorporated by reference.
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