As filed
with the Securities and Exchange Commission on November 23, 2009
Registration No. 333-149545
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Post-Effective
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Liberty
Media Corporation
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
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12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
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20-4412793
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(Address of Principal
Executive Offices and
Zip Code)
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(I.R.S. Employer
Identification No.)
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Liberty
Media 401(k) Savings Plan
(Full title of
plan)
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Copy
to:
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Charles
Y. Tanabe, Esq.
Liberty
Media Corporation
12300
Liberty Boulevard
Englewood,
Colorado 80112
(720)
875-5400
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Renee
L. Wilm
Baker Botts
L.L.P.
30 Rockefeller
Plaza
New York, New
York 10112
(212) 408-2500
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(Name, Address
and Telephone Number of
Agent for Service)
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CALCULATION
OF REGISTRATION FEE
Title of Each Class
of Securities
to be Registered (1)
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Amount to be
Registered
(2)
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Series A Liberty Starz Common Stock, par
value $.01 per share
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400,000
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(3)
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(3)
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(3)
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(1)
Immediately following the Split-Off (as
defined below), Liberty Media Corporation (the
Company
)
changed the name of the Series A Liberty Entertainment common stock, par
value $.01 per share, to Series A Liberty Starz common stock, par value
$.01 per share (the
Redesignation
).
(2)
On November 19, 2009, the Company
partially redeemed its Liberty Entertainment common stock (the
Split-Off
), pursuant to which 0.9 of each share of Liberty
Entertainment common stock was redeemed for 0.9 of a share of the corresponding
series of the common stock of Liberty Entertainment, Inc., a newly formed,
wholly owned subsidiary of the Company, with 0.1 of each share of Liberty
Entertainment common stock remaining outstanding and redesignated as Liberty
Starz common stock, with payment of cash in lieu of any fractional shares. The
Company is hereby amending its Registration Statement on Form S-8 (File No. 333-149545),
filed with the Commission on March 5, 2008 (
Form S-8
),
to reflect the Redesignation and the pro rata reduction in the number of shares
of Liberty Starz common stock outstanding following the Split-Off.
(3)
Fees relating to the shares stated above
were previously paid in connection with the filing of the Form S-8.
EXPLANATORY
NOTE
On November 19, 2009, Liberty Media Corporation
(the Company) partially redeemed its Liberty Entertainment common stock (the
Split-Off), pursuant to which 0.9 of each share of Liberty Entertainment
common stock was redeemed for 0.9 of a share of the corresponding series of the
common stock of Liberty Entertainment, Inc., a newly formed, wholly owned
subsidiary of the Company, with 0.1 of each share of Liberty Entertainment
common stock remaining outstanding and redesignated as Liberty Starz common
stock, and with payment of cash in lieu of any fractional shares.
Immediately following the Split-Off on November 19,
2009, the Company restated its Restated Certificate of Incorporation (the
Amended Charter) to effect the following changes (such changes, the
Redesignation):
·
change the name of the Entertainment Group to the
Starz Group;
·
change the name of (i) the Series A Liberty
Entertainment common stock, par value $.01 per share (Series A Liberty
Entertainment common stock), to the Series A Liberty Starz common stock,
par value $.01 per share (Series A Liberty Starz common stock), and (ii) the
Series B Liberty Entertainment common stock, par value $.01 per share (Series B
Liberty Entertainment common stock, together with the Series A Liberty
Entertainment common stock, Liberty Entertainment common stock), to the Series B
Liberty Starz common stock, par value $.01 per share (Series B Liberty
Starz common stock, together with the Series A Liberty Starz common
stock, Liberty Starz common stock);
·
update the definition of the renamed Starz Group to
reflect the composition of that group after giving effect to the split-off of a
majority of the assets and liabilities of the Entertainment Group immediately
prior to the redesignation; and
·
update the definitions of the Capital Group and the
Interactive Group to give effect to the change in the attribution of businesses
to each of these groups since the effective date of the Registrants existing
charter.
The Amended Charter was filed with the Secretary of
State of the State of Delaware on November 19, 2009.
This Amendment No. 1 hereby amends the Companys
Registration Statement on Form S-8 (File No. 333-149545), filed with
the Commission on March 5, 2008, to reflect the Redesignation and the pro
rata reduction in the number of shares of Liberty Starz common stock
outstanding following the Split-Off.
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note
: The document(s) containing the employee benefit
plan information required by Item 1 of Part I of this Form and the
statement of availability of registrant information and other information
required by Item 2 of Part I of this Form will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the Securities Act). In accordance with Rule 428 under the
Securities Act and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
Commission) either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.
The Company will maintain a file of such documents in accordance with the
provisions of Rule 428 under the Securities Act. Upon request, the Company
will furnish to the Commission or its staff a copy or copies of all the
documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents, previously filed with the Commission
by the Company pursuant to the Securities Exchange Act of 1934, as amended (the
Exchange Act), are incorporated herein by reference.
(i)
Annual Report on Form 10-K for the year ended December 31,
2008, filed on February 27, 2009, and as amended by Amendment No.2 on Form 10-K/A
filed on April 29, 2009;
1
(ii)
The following Quarterly Reports on Form 10-Q:
Filed on August 7, 2009, May 8, 2009 and November 9, 2009;
(iii)
The following Current Reports on Form 8-K: Items
2.01, 3.03 and 9.01 filed on November 20, 2009, Item 5.04 filed on November 18,
2009, Items 8.01 and 9.01 filed on November 17, 2009, Items 8.01 and 9.01
filed on November 10, 2009, Items 8.01 and 9.01 filed on November 5,
2009, Items 8.01 and 9.01 filed on October 28, 2009, Items 8.01 and 9.01
filed on October 23, 2009, Items 8.01 and 9.01 filed on October 22,
2009, Items 8.01 and 9.01 filed on October 13, 2009, Items 1.01, 8.01, and
9.01 filed on October 2, 2009, Items 8.01 and 9.01 filed on September 8,
2009, Items 8.01 and 9.01 filed on September 3, 2009, Item 5.02 filed on August 13,
2009, Items 8.01, and 9.01 filed on August 7, 2009, Item 5.02 filed on August 3,
2009, Items 1.01 and 9.01 filed on July 30, 2009, Items 8.01 and 9.01 filed
on July 20, 2009, Items 1.01, 2.03, 8.01 and 9.01 filed on June 19,
2009, Items 8.01, and 9.01 filed on June 3, 2009, Items 8.01 and 9.01
filed on May 21, 2009, Items 8.01 and 9.01 filed on May 12, 2009,
Items 8.01, and 9.01 filed on May 8, 2009, Items 1.01 and 9.01 filed on May 6,
2009, Items 8.01 and 9.01 filed on February 25, 2009; and
(iv)
The description of the Series A Liberty Starz
common stock contained in the Companys Amendment No. 2 on Form 8-A/A
filed under the Exchange Act on November 20, 2009 (File No. 001-33982),
and any amendment or report filed for the purpose of updating such description.
All documents
subsequently filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any report or
portion thereof furnished or deemed furnished under any Current Report on Form 8-K)
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as Incorporated Documents);
provided, however, that the documents enumerated above or subsequently filed by
Liberty pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act in each year during which the offering made by this Registration Statement
is in effect prior to the filing with the Commission of the Companys Annual
Report on Form 10-K covering such year shall not be Incorporated Documents
or be incorporated by reference in this Registration Statement or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained
in this Registration Statement, in an amendment hereto or in an Incorporated
Document 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 subsequently filed amendment to this Registration Statement or in any
subsequent Incorporated Document modifies or supersedes such statement. Any
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.
Section 145 of the Delaware General Corporation
Law (DGCL) provides, generally, 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 (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation
against all expenses (including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a
2
manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses (including attorneys fees) actually and reasonably incurred by such
person in connection with the defense or settlement of any such action or suit
by or in the right of the corporation, provided that such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, in the case of claims, issues and
matters as to which such person shall have been adjudged liable to the
corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the DGCL provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the directors duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
No such provision may eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision became
effective.
Article V, Section E of the Amended Charter
of the Company provides as follows:
1.
Limitation On Liability.
To the fullest extent permitted by the
DGCL as the same exists or may hereafter be amended, a director of the
Corporation will not be liable to the Corporation or any of its stockholders
for monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of this paragraph 1 will be prospective only and will not
adversely affect any limitation, right or protection of a director of the
Corporation existing at the time of such repeal or modification.
2.
Indemnification.
a.
Right to Indemnification
. The Corporation will indemnify, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a proceeding) by reason of
the fact that he, or a person for whom he is the legal representative, is or
was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys fees) incurred
by such person. Such right of indemnification will inure whether or not the
claim asserted is based on matters which antedate the adoption of this Section E.
The Corporation will be required to indemnify or make advances to a person in
connection with a proceeding (or part thereof) initiated by such person only if
the proceeding (or part thereof) was authorized by the Board of Directors.
b.
Prepayment of Expenses
. The Corporation will pay the expenses (including
attorneys fees) incurred by a director or officer in defending any proceeding
in advance of its final disposition, provided, however, that the payment of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding will be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this paragraph or otherwise..
c.
Claims
. If a claim for indemnification or payment of
expenses under this paragraph is not paid in full within 60 days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful, will
be entitled to be paid the expense of prosecuting such claim to the fullest
extent permitted by Delaware law. In any such action the Corporation will have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
3
d.
Non-Exclusivity of Rights
. The rights conferred on any person by
this paragraph will not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of this Certificate, the
Bylaws, agreement, vote of stockholders or resolution of disinterested
directors or otherwise.
e.
Other Indemnification
. The Corporations obligation, if any, to indemnify
any person who was or is serving at its request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
enterprise or nonprofit entity will be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.
3.
Amendment or Repeal.
Any amendment, modification or repeal of the foregoing provisions of
this Section E will not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such amendment, modification or repeal.
Item 7.
Exemption From Registration Claimed.
Not applicable.
Item 8.
Exhibits.
Exhibit No.
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Description
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4.1
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Restated Certificate of
Incorporation of the Company (incorporated by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K (File No. 001-33982)
filed on November 20, 2009).
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4.2
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Bylaws of Company
(incorporated by reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K (File No. 001-33982) filed on August 14,
2008).
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4.3
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Specimen certificate
for shares of the Companys Series A Liberty Starz common stock, par
value $.01 per share (incorporated by reference to Exhibit 4.1 to the Companys
Form 8-A/A (File No. 001-33982) filed on November 20, 2009).
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Deloitte & Touche LLP
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23.3
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Consent of Ernst & Young LLP
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24.1
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Power of Attorney*
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*Previously filed.
Item 9.
Undertakings.
(a) The Company 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, as amended;
(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;
(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;
4
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 Company
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, as
amended, 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 Company
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Companys annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans 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 the time shall be deemed to be the initial bona fide offering hereof.
(c) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
5
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 November 23, 2009.
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LIBERTY MEDIA CORPORATION
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By:
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/s/ Charles Y. Tanabe
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Name:
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Charles Y. Tanabe
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Title:
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Executive Vice President
and General Counsel
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Pursuant to the requirements of the Securities Act of
1933, the Plan Committee for the Liberty Media 401(k) Savings Plan 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 November 23, 2009.
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LIBERTY
MEDIA 401(k) PLAN
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By:
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/s/ Neal Dermer
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Name:
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Neal Dermer
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6
Pursuant to the
requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons (which persons constitute a
majority of the Board of Directors) in the capacities and on the dates
indicated:
Signature
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Title
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Date
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*
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Chairman of the Board
and Director
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*
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John C. Malone
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*
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Chief Executive Officer
(Principal
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*
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Gregory B.
Maffei
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Executive Officer),
President and Director
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*
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Senior Vice President
and Treasurer
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*
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David J.A.
Flowers
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(Principal Financial Officer)
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*
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Senior Vice President
and Controller
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*
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Christopher W.
Shean
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(Principal Accounting
Officer)
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*
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Director
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*
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Robert R.
Bennett
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*
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Director
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*
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Donne F. Fisher
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Director
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Malcom Ian
Gilchrist
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*
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Director
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*
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David E. Rapley
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*
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Director
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*
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M. LaVoy Robison
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*
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Director
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*
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Larry E. Romrell
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*By:
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/s/ Charles Y. Tanabe
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November 23,
2009
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Name:
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Charles Y. Tanabe
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Title:
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Attorney-in-Fact
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7
Exhibit Index
Exhibit No.
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Description
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4.1
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Restated Certificate of
Incorporation of the Company (incorporated by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K (File No. 001-33982) filed
on November 20, 2009).
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4.2
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Bylaws of Company
(incorporated by reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K (File No. 001-33982) filed on August 14, 2008).
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4.3
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Specimen certificate
for shares of the Companys Series A Liberty Starz common stock, par value
$.01 per share (incorporated by reference to Exhibit 4.1 to the Companys Form 8-A/A
(File No. 001-33982) filed on November 20, 2009).
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Deloitte & Touche LLP
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23.3
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Consent of Ernst & Young LLP
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24.1
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Power of Attorney*
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*Previously filed.
8
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