As filed with the Securities and Exchange Commission on December 15, 2010

 

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

Under the Securities Act of 1933

 

LIBERTY MEDIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective February 22, 2007)

(Full title of plan)

 

 

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 the 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 o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share (2)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee (3)
Liberty Interactive Series A Common Stock, $.01 Par Value		18,353,314		$	16.01		$	466,856,817.68		$	33,286.89
Liberty Interactive Series B Common Stock, $.01 Par Value		3,415,248		$	15.82
Liberty Starz Series A Common Stock, $.01 Par Value		1,803,441		$	65.98

(1)                                  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered and sold pursuant to the Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated February 22, 2007).

 

(2)                                  Based upon the average of the high and low prices reported for the Registrant’s Liberty Interactive Series A common stock, par value $.01 per share, the Registrant’s Liberty Interactive Series B common stock, par value $.01 per share, and the Registrant’s Liberty Starz Series A common stock, par value $.01 per share, in each case, on the Nasdaq Global Select Market on December 10, 2010.

 

(3)                                  Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act.

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

This Registration Statement applies to additional shares of Liberty Interactive Series A common stock, par value $.01 per share, of the Registrant and Liberty Interactive Series B common stock, par value $.01 per share, of the Registrant relating to the Registrant’s Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective February 22, 2007) (the “Plan”), for which Registration Statement on Form S-8 (File No. 333-134115), as filed on May 15, 2006, and Post-Effective Amendment No. 1 to Form S-8 (File No. 333-134115), as filed on March 4, 2008, are effective. This Registration Statement also applies to additional shares of Liberty Starz Series A common stock, par value $.01 per share, of the Registrant relating to the Plan, for which Registration Statement on Form S-8 (File No. 333-149542), as filed on March 4, 2008, and Post-Effective Amendment No. 1 to Form S-8 (File No. 333-149542), as filed on November 23, 2009, are effective.

 

The contents of the above referenced registration statements are hereby incorporated by reference.

 

 

Item 8.            Exhibits.

 

Exhibit No.		Description
4.1		Specimen Certificate for shares of Liberty Interactive Series A common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Statement on Form S-4 (File No. 333-145936) as filed on September 7, 2007 (the “September 2007 S-4”)).
4.2		Specimen Certificate for shares of Liberty Interactive Series B common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.4 to the September 2007 S-4).
4.3		Specimen Certificate for shares of Liberty Starz Series A common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form 8-A (File No. 001-33982) as filed on November 20, 2009).
5.1		Opinion of Baker Botts L.L.P. as to the legality of the securities being registered
23.1		Consent of KPMG LLP
23.2		Consent of Ernst & Young LLP
23.3		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
24.1		Power of Attorney (begins on page II-3)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Englewood, State of Colorado, on this 15th day of December, 2010.

 

	LIBERTY MEDIA CORPORATION
	By:	/s/ Charles Y. Tanabe
	Name:	Charles Y. Tanabe
	Title:	Executive Vice President and General Counsel

 

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POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher W. Shean and Charles Y. Tanabe his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, 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 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ John C. Malone		Chairman of the Board and Director		December 15, 2010
John C. Malone
/s/ Gregory B. Maffei		Chief Executive Officer (Principal Executive Officer), President and Director		December 15, 2010
Gregory B. Maffei
/s/ David J.A. Flowers		Senior Vice President and Treasurer (Principal Financial Officer)		December 15, 2010
David J.A. Flowers
/s/ Christopher W. Shean		Senior Vice President and Controller (Principal Accounting Officer)		December 15, 2010
Christopher W. Shean
/s/ Robert R. Bennett		Director		December 15, 2010
Robert R. Bennett
/s/ Donne F. Fisher		Director		December 15, 2010
Donne F. Fisher
/s/ M. Ian Gilchrist		Director		December 15, 2010
M. Ian Gilchrist
		Director		December       , 2010
Evan D. Malone
/s/ David E. Rapley		Director		December 15, 2010
David E. Rapley

 

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Name		Title		Date
/s/ M. LaVoy Robison		Director		December 15, 2010
M. LaVoy Robison
		Director		December   , 2010
Larry E. Romrell
/s/ Andrea L. Wong		Director		December 15, 2010
Andrea L. Wong

 

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Exhibit Index

 

Exhibit No.		Description
4.1		Specimen Certificate for shares of Liberty Interactive Series A common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Statement on Form S-4 (File No. 333-145936) as filed on September 7, 2007 (the “September 2007 S-4”)).
4.2		Specimen Certificate for shares of Liberty Interactive Series B common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.4 to the September 2007 S-4).
4.3		Specimen Certificate for shares of Liberty Starz Series A common stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form 8-A (File No. 001-33982) as filed on November 20, 2009).
5.1		Opinion of Baker Botts L.L.P. as to the legality of the securities being registered
23.1		Consent of KPMG LLP
23.2		Consent of Ernst & Young LLP
23.3		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
24.1		Power of Attorney (begins on page II-3)

 

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