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Getty Images Inc – ‘424B5’ on 8/18/99

On: Wednesday, 8/18/99 · Accession #: 891020-99-1446 · File #: 333-79155

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/18/99  Getty Images Inc                  424B5                  1:49K                                    Bowne - Seattle/FA

Prospectus — Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Form S-3 Filed Pursuant to Rule 424(B)(5)             14     74K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Experts Incorporation of Certain Documents by Reference Legal Matters Offering, The Plan of Distribution Risk Factors Selling Stockholders Summary The Offering Use of proceeds
1	1st Page - Filing Submission
2	Available Information
"	Incorporation of Certain Documents by Reference
3	Summary
4	The Offering
"	Risk Factors
11	Use of proceeds
"	Selling Stockholders
12	Plan of Distribution
13	Legal Matters
"	Experts

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FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-79155

4,957,817 SHARES

GETTY IMAGES, INC.
COMMON STOCK

-------------------------

Certain of our stockholders are offering the shares of common stock. We
will not receive any proceeds from the sale of the shares.

Each of the selling stockholders may sell the shares of common stock from
time to time on terms to be determined at the time of sale. To the extent
required, the specific shares to be sold and the terms of the offering with
respect to a particular sale will be set forth in an accompanying prospectus
supplement. We have paid substantially all of the costs of this offering,
estimated at $150,000.

The selling stockholders and any broker-dealers, agents or underwriters
that participate in the distribution of the common stock may be deemed to be
underwriters under the Securities Act of 1933, as amended. Any commission
received by them and any profit on the resale of the common stock purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.

Our common stock is quoted on The Nasdaq National Market under the symbol
"GETY". On August 10, 1999, the reported last sale price for our common stock
was $18 5/8 per share.

See "Risk Factors", beginning on page 5, to read about factors you should
consider before buying shares of the common stock.

-------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS
APPROVED OR DISAPPROVED OF ANYONE'S INVESTMENT IN THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.

-------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST 17, 1999.

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In this prospectus, references to "dollars" or "$" are to United States
dollars and references to "pounds sterling" or "L" are to United Kingdom pounds
sterling. This prospectus contains trademarks and registered trademarks of Getty
Images and other companies.

AVAILABLE INFORMATION

We are is subject to the informational requirements of the Exchange Act of
1934 and in accordance therewith files reports and other information with the
Securities and Exchange Commission. The reports and other information filed by
Getty Images with the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the SEC located at 7
World Trade Center, Room 1300, 13th Floor, New York, NY 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of
such material can also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports and other information are also available at a website maintained by
the SEC that contains reports, proxy and information statements and other
information that registrants file electronically with the SEC. The address of
such site is: http://www.sec.gov. In addition, such material may be inspected
and copied at the offices of the National Association of Securities Dealers,
Inc., 1935 K Street, N.W., Washington, D.C. 20006. Our common stock is quoted on
The Nasdaq National Market under the symbol "GETY".

We have filed with the SEC a Registration Statement on Form S-3, or the
Registration Statement, under the Securities Act with respect to the offering of
the securities made hereby. This prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For further
information with respect to Getty Images and the Securities, reference is hereby
made to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed with the SEC and are incorporated
herein by reference:

1. Getty Images, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;

2. Getty Images, Inc.'s Quarterly Report on Form 10-Q for the three months
ended March 31, 1999;

3. Getty Images, Inc.'s Amendment No. 1 to the Quarterly Report on Form
10-Q/A for the three months ended March 31, 1999; and

4. Getty Images, Inc.'s Current Report on Form 8-K filed January 13, 1999.

All documents filed by Getty Images pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the filing of this Registration
Statement of which this prospectus forms a part and prior to the date of the
termination of the offering of the common stock offered hereby shall be deemed
to be incorporated by reference into this prospectus and be a part hereof from
the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein,
or in any other document subsequently filed with the SEC 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 prospectus.

We will furnish without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the documents incorporated by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein). Requests should be directed to Getty Images,
Inc., 2101 Fourth Avenue, Fifth Floor, Seattle, Washington 98121, Attention:
Suzanne L. Page (telephone: (206) 695-3400).

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SUMMARY

You should read the following summary together with the more detailed
information about our company and our financial statements and the notes to
those statements elsewhere in this prospectus. In addition, you should carefully
consider the information set forth or referred to under the heading "Risk
Factors." Unless otherwise indicated or the context otherwise requires, all
references to "Getty Images" or "us" include Getty Images, Inc. and its direct
and indirect subsidiaries.

BUSINESS OF GETTY IMAGES

Getty Images (getty-images.com) is a leading global visual content provider
offering products and services over its Web sites and through a diverse set of
channels. We own or control content products across most major categories of the
visual content industry. Through our e-commerce enabled Web sites and
international network of wholly owned offices, agents and distributors, we are
able to provide our customers access to image and footage products. Our visual
content brands and businesses include Allsport (allsport.com), a leading
provider of global sports photography; Energy Film Library (digital-energy.com),
a leading provider of stock footage; Liaison Agency (liaisonphoto.com), a
leading provider of North American news and reporting photography; Hulton Getty
(hultongetty.com), one of the largest commercially available collections of
archival photography; and Tony Stone Images (tonystone.com) and PhotoDisc
(photodisc.com), leaders in contemporary stock photography and Eyewire, Inc.
(eyewire.com). In addition, on May 4, 1999, we completed the acquisition of
Art.com, Inc., an on-line seller of framed and unframed artwork and other art
products. We have more than 30 million images and 15,000 hours of film footage,
worldwide. In terms of revenue, we believe we are the largest provider of stock
photography image products in the business-to-business market, both on the Web
and through all distribution channels combined.

Our customers today range from large corporations to small businesses and
include advertising and design agencies, magazines, newspapers, broadcasters,
production companies and traditional and new media publishers. We believe that
the demand for visual communication and related products and services is growing
as a result of an increase in the numbers of channels of communication,
increasing reliance on moving and still imagery, and improvements in ease of use
of and access to images. A key element of our strategy is to drive the migration
of the visual content industry to the Web and to promote growth in the use of
image products and services. Initiatives in these areas include seeking
strategic partnerships directed at driving traffic to our existing and planned
Web sites and potential alliances to develop the small office/home office, or
business user, and consumer markets.

Currently, we market and distribute our imagery products through a diverse
and broad set of channels. We have e-commerce enabled Web sites, allsport.com,
photodisc.com and tonystone.com, for our highest revenue generating brands.
These Web sites allow our customers to shop for, purchase and receive our image
products anywhere, anytime, and also provide value-added services to customers.
In addition to our e-commerce properties, we have an international network of
wholly owned offices, including offices in Seattle, London, Amsterdam,
Barcelona, Brussels, Chicago, Copenhagen, Dubai, Hamburg, Hong Kong, Los
Angeles, Melbourne, Munich, New York, Paris, Sao Paulo, Stockholm, Sydney,
Tokyo, Toronto and Vienna and agents and distributors in more than 54 countries,
which provide local, market specific support and services for both traditional
and on-line customers as well as market intelligence and branding. We also
promote our products through print and CD-ROM catalogs which are distributed
widely to existing and potential customers and through print and Web
advertising.

RECENT DEVELOPMENTS

On August 5, 1999, Getty Images acquired all of the outstanding capital
stock of EyeWire, Inc., a leading provider of royalty-free photography, video,
audio, typefaces, software and other design resources to creative professionals
and business users. Under the terms of the transaction, shareholders of EyeWire,
Inc. will receive 1.85 million newly issued shares of Getty Images common stock.

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OFFICE LOCATION

Our principal executive offices are located at 2401 Fourth Avenue, Fifth
Floor, Seattle, WA 98121, and our telephone number at that address is (206)
695-3400.

THE OFFERING

Common stock offered by
certain selling
stockholders................ Up to 4,957,817 shares(1)

Common stock outstanding at
August 5, 1999................ 36,920,672 shares(2)

Use of proceeds............... We will not receive any proceeds from the
issuance or resale of the shares of common
stock by the selling stockholders

Nasdaq National Market
Symbol........................ "GETY"
---------------
(1) Shares of common stock being offered by certain persons, or their assigns,
who received shares of common stock in consideration for the sale to us of
businesses previously owned by such persons.

(2) Includes 1,850,000 shares of common stock issued to certain persons on
August 5, 1999 in connection with our acquisition of EyeWire, Inc. Does not
include, as of August 2, 1999, up to 7,179,100 shares of common stock
issuable upon exercise of our stock options.

4,252,271 shares of common stock were issued to certain persons and
entities on May 4, 1999 in connection with our acquisition of Art.com.

RISK FACTORS

See "Risk Factors" for a discussion of certain factors that should be
considered in evaluating an investment in the common stock offered hereby.

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RISK FACTORS

You should carefully consider the risks described below before making any
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties may impair our
business operations. If any of the following risks actually occur, our business,
financial condition and results of operations would likely suffer. In such case,
the trading price of our common stock could decline, and you might lose all or
part of your investment.

This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our company and our
industry. When used in this prospectus, the words "believes," "anticipates,"
"intends," "expects" and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in such statements as a result of certain factors, as more
fully described in this section and elsewhere in this prospectus.

OUR FUTURE GROWTH WILL DEPEND IN LARGE MEASURE UPON GROWTH IN DEMAND FOR VISUAL
CONTENT

Our future growth and profitability will depend in large measure upon
growth in demand for visual content. A visual content industry with identifiable
categories and growth characteristics is a relatively recent development. The
industry is fragmented across all categories and is experiencing significant
structural and technological changes, including substantial consolidation. To
the extent that the visual content industry, or any sector of that industry in
which we operate or hope to operate, including the corporate, business user or
consumer markets, does not develop as we anticipate, the value of our business
or our results of operations or financial condition may be adversely affected.

WE MUST ADAPT TO RAPID TECHNOLOGICAL CHANGE IN OUR LINES OF BUSINESS

Our success will depend, in part, upon our ability to adapt to new
technological developments in the visual content and e-commerce industries and
to develop new services and technology that address the needs of our customers
and prospective customers on a cost-effective and timely basis. In response to
technological changes, we have invested, and will continue to invest, in new
technologies to keep pace with new developments, such as advances in e-commerce
related technologies including search systems and other tools for customers
using digital images and technologies used in producing digital images. We
believe that market demand for images is rapidly shifting towards an e-commerce
model, particularly in more developed markets. We will have to rely on third
parties for a portion of the hardware, software and software tools that we will
use in our businesses. These include tools that enable customers and potential
customers, through our Web sites, to access, search and license images and other
products and services, if developed by us. If our suppliers fail to upgrade or
support these systems, our business, financial condition or results of
operations could be adversely affected. There can be no assurance that we will
successfully use new software and other technologies effectively or adapt our
third-party technology and systems to customer requirements or emerging industry
standards.

WE FACE SIGNIFICANT COMPETITION IN THE VISUAL CONTENT INDUSTRY

The visual content industry is very competitive. We compete with a number
of large and small visual content providers. Some of our competitors, such as
The Image Bank (TIB), Visual Communications Group (VCG) and Corbis, may have
access to greater financial, marketing and other resources than we do. We also
compete locally with respect to certain content or products with a number of
general and specialized content companies, many of which are well-established in
their local, content or product specific markets. We compete indirectly with
commissioned work in contemporary photography and footage areas. New entrants
into the visual content industry could increase if technological advances make
archiving, searching and digital delivery systems more affordable, which could
result in lower average sales prices. There can be no assurance that we will be
able to compete successfully against current or future competitors or that
competitive pressures we face will not have a material adverse effect on our
business, financial condition or results of operations.

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IF WE ARE UNABLE TO INTEGRATE ACQUIRED COMPANIES AND MANAGE GROWTH AND
EXPANSION, OUR BUSINESS COULD BE ADVERSELY AFFECTED

Our company was formed by the acquisition of several companies that
previously had operated independently. The process of coordinating and
integrating these companies will require substantial attention from management
and could cause the interruption of, or a loss of momentum in, the activities of
any of the companies' businesses. We expect this process of integration will
accelerate over time. If it does not, however, it could have a material adverse
effect on the combined operations of these companies, at least in the near term.
Additional acquisition-related factors that will adversely affect our reported
operating results and will cause reported net income in future periods to be
negative include:

- significant goodwill amortization charges

- one-time transaction costs and

- other related one-time reorganization charges.

Following the acquisitions of PhotoDisc and Allsport, non-recurring integration
and restructuring costs of $13.8 million were incurred during 1998 to integrate
these businesses. There can be no guarantee that further integration of our
existing and future businesses will not result in similar or greater integration
and restructuring costs.

In addition, our individual brands have grown rapidly in recent years. Our
ability to compete effectively and to manage future growth will require us to
monitor and upgrade our financial and management controls and to re-orient
management of acquired businesses to our operating philosophy. In addition, we
will need to develop and expand management information systems and to recruit
and train personnel. If we are unable to manage our recent and future growth and
expansion successfully, our financial condition and results of operations could
be adversely affected.

RECENT ACQUISITIONS HAVE CREATED GOODWILL WHICH MUST BE AMORTIZED AND CHARGED
AGAINST OUR EARNINGS

The acquisitions of PhotoDisc and Allsport in February, 1998 generated
approximately $242 million of goodwill and $51 million of other intangibles that
will result in a substantial annual charge to be amortized against our earnings
in future periods. The goodwill figure will increase following the acquisition
of Art.com but will not be determined until after the amount of the contingent
consideration is calculated on or around August 4, 1999. Our management
considers that a period of twenty years is a reasonable period over which to
amortize this goodwill and that the other intangibles should be amortized over
one to three years. We could, however, be required to write-down the unamortized
value of such goodwill in the future at an accelerated rate in the event that it
suffers an impairment in value. Any future acquisition we do could generate
goodwill and other intangibles that would result in similar charges to be
amortized against our future earnings.

CERTAIN STOCKHOLDERS CAN EXERCISE SIGNIFICANT INFLUENCE OVER OUR BUSINESS AND
AFFAIRS AND MAY HAVE INTERESTS DIFFERENT THAN YOURS

Two groups of stockholders own substantial percentages of the outstanding
shares of common stock and as a result are in a position to exert significant
influence in the election of our directors and other corporate actions that
require stockholder approval. The first group, the Getty Group, collectively
owns approximately 24 percent of the outstanding shares of common stock as of
August 5, 1999 and is comprised of the following persons and entities:

- Getty Investments L.L.C., a Delaware limited liability company (or Getty
Investments)

- The October 1993 Trust (a trust established for the benefit of Mr. Mark
Getty and members of his immediate family)

- The JD Klein Family Settlement (a trust established for the benefit of
Mr. Jonathan Klein and members of his immediate family)

- Mr. Mark Getty and

- Mr. Jonathan Klein.

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The second group, the Torrance Group, collectively owns approximately 19
percent of the outstanding shares of common stock as of August 5, 1999 and is
comprised of the following persons and entities:

- PDI, L.L.C.

- Mr. Mark Torrance

- Ms. Wade Ballinger (Torrance) and

- certain of their family members.

Pursuant to the Shareholders' Agreement among us, the Getty Group and the
Torrance Group, none of the members of the Getty Group or the Torrance Group may
transfer their shares of common stock except pursuant to the terms of that
agreement. In addition to ownership of common stock, certain members of each of
the Getty Group and the Torrance Group have management and director roles within
our company that increase their influence over our company.

In addition, each of these persons and entities listed below, who
collectively owned approximately 11 percent of the outstanding shares of common
stock as of August 5, 1999, acquired their shares of common stock in connection
with our acquisition of Art.com on May 4, 1999, and, since each acquired his
shares on the same date and in the same manner as the others, they may have
similar interests, relating to the ownership and disposition of those shares,
which may differ from yours:

- Mr. William A. Leder

- SoftBank Technology Ventures IV, L.P. and SoftBank Technology Advisors
Fund, L.P.

- Benchmark Capital Partners II, L.P., Benchmark Founders' Fund II, L.P.,
Benchmark Founders' Fund II-A, L.P. and Benchmark Members' Fund II, L.P.

- Sandler Capital IV Partners, L.P. and Sandler Capital IV Fte. Partners,
L.P.

- Minotaur Partners, L.P.

- Mr. Mitch Friedman

- Mr. Douglas Kahn

- First Portland Corporation and

- certain of their family members.

Certain of these individuals also have other rights and relationships with
us.

WE DEPEND SIGNIFICANTLY UPON CERTAIN KEY PERSONNEL

We believe that our performance depends, to a significant extent, upon the
services of our senior management and other key personnel, including, in
particular, Mr. Mark Getty, Executive Chairman, and Mr. Jonathan Klein, Chief
Executive Officer. The loss of the services of either of Messrs. Getty or Klein
could materially adversely affect our future prospects. Messrs. Getty and Klein
are each parties to an Employment Agreement with us or our subsidiaries for a
minimum period of three years commencing as of February 9, 1998.

Our future success will also depend upon our ability to identify, attract,
hire, train, retain and motivate highly skilled technical, managerial, new
product development, editorial, merchandising, marketing and customer service
personnel. Competition for such personnel is intense, and there can be no
assurance that we will be able to successfully attract, hire, assimilate or
retain sufficiently qualified personnel. The failure to retain and attract the
necessary technical, managerial, new product development, editorial,
merchandising, marketing and customer service personnel could have a material
adverse effect on our business, financial condition or results of operations.

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AS AN E-COMMERCE BUSINESS, WE FACE UNIQUE RISKS RELATED TO SYSTEMS FAILURE AND
OBSOLESCENCE

A key component of our strategy is the increased digitization of our
products and their delivery via the Internet. As a result, a substantial portion
of our revenues is and will continue to be dependent on customers' access to our
Web sites. We have experienced occasional system interruptions that make our Web
sites unavailable or prevent us from efficiently fulfilling orders, which may
reduce the volume of images licensed and the attractiveness of our products and
services. These interruptions will continue. We will need to add additional
software and hardware and upgrade our systems and network infrastructure to
accommodate increased traffic on our Web sites and increased sales volume.
Without these upgrades, we would face additional system interruptions, slower
response times, diminished customer service, impaired quality and speed of order
fulfillment, and delays in our financial reporting. We cannot accurately project
the rate or timing of any increases in traffic or sales volume on our Web sites
and, therefore, the integration and timing of these upgrades are uncertain.

We maintain substantially all of our computer and communications hardware
necessary for servicing our Web customers at a single facility in Seattle,
Washington. Our systems and operations could be damaged or interrupted by fire,
flood, power loss, telecommunications failure, break-ins, earthquake and similar
events. Computer viruses, physical or electronic break-ins and similar
disruptions could cause system interruptions, delays and loss of critical data
and could prevent us from providing services and accepting and fulfilling
customer orders.

Our future growth in sales and profitability will depend in part on the
effectiveness of our use of the Internet and other on-line services as a medium
of commerce. Technology in the on-line commerce industry changes rapidly.
Customer functionality requirements and preferences also change. Competitors
often introduce new products and services with new technologies. These changes
and the emergence of new industry standards and practices could render our
existing Web sites and related proprietary technology obsolete. To succeed, we
must enhance Web site responsiveness, functionality and features, acquire and
license leading technologies, enhance our existing services, develop new
services and technology and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. There can
be no assurance that we will be able to adapt quickly enough to changing
customer requirements and industry standards.

CHANGES IN FOREIGN EXCHANGE RATES COULD ADVERSELY AFFECT THE RESULTS OF OUR
NON-U.S. BASED OPERATIONS

We publish our consolidated financial statements in U.S. dollars and
conduct a portion of our business in currencies other than U.S. dollars,
particularly the United Kingdom pound sterling, German mark, French franc and
the Euro. As a result, we are exposed to changes in the value of currencies
against the U.S. dollar. Fluctuations in the values of currencies against the
U.S. dollar could affect the translation of the results of non-U.S. based
operations into U.S. dollars for inclusion in our consolidated financial
statements.

OUR RIGHT TO USE THE GETTY TRADEMARKS IS SUBJECT TO FORFEITURE

Through our subsidiaries, we own trademarks and trademark applications in
respect of the names Getty Communications and Hulton Getty, and derivatives
thereof (including the name "Getty") and the related logo, collectively, the
Getty Trademarks. In the event that we become controlled by a third party or
parties not affiliated with the Getty family, Getty Investments has the right to
call for an assignment to it, for a nominal sum, of all rights to the Getty
Trademarks. Upon such assignment, we will have 12 months in which we will be
permitted to continue to use the Getty Trademarks. After that, we will no longer
be able to use them. Although our product brands currently are Allsport, Energy
Film Library, Liaison Agency, Hulton Getty, PhotoDisc, Art.com and Tony Stone
Images, "Getty" is used as a corporate identity for certain of our subsidiaries
and our company. Hulton Getty is also a Getty Trademark. We plan to use "Getty"
as a product or service brand in the future. There can be no assurance that the
exercise by Getty Investments of its right to cause an assignment of the Getty
Trademarks would not have a material adverse effect on our business, financial
condition or results of operations. Further, there can be no assurance that the
existence of the right of

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Getty Investments to cause such an assignment would not have a negative impact
on the amount of consideration that a potential acquirer would be willing to pay
to acquire our common stock.

WE WILL FACE SIGNIFICANT COMPETITION AND OTHER RISKS IN IMPLEMENTING OUR
STRATEGIC ALLIANCE AND ACQUISITION STRATEGY

Our strategy depends, in part, on our ability to drive customers to our Web
sites and to encourage and take advantage of the growth of new markets. We
believe that we are well positioned to accomplish both of these tasks and will
seek strategic alliances and acquisitions to drive traffic and create new
markets, products and services. The market for these types of alliances and
acquisitions, particularly in areas related to e-commerce, is highly competitive
and there can be no assurance that we will be successful in negotiating such
alliances or acquisitions on favorable terms. There can also be no assurance
that any such alliances or acquisitions will assist us in attaining our goals.

Acquisitions also involve a number of other risks that could adversely
affect our business, financial condition or results of operations. These include
the diversion of management's attention, the assimilation of the operations and
personnel of the acquired companies and the potential loss of key employees. No
assurance can be given that we will be able to identify any suitable acquisition
candidates or to make any acquisitions or that any acquisition we make will not
adversely affect our business, financial condition and results of operations or
that any such acquisition will enhance our business.

OUR CURRENT AND POTENTIAL FUTURE DEBT COULD CREATE FUTURE FINANCING AND PLANNING
DIFFICULTIES

On May 20, 1998, we completed the issue of $75 million convertible notes
due 2003. These notes carry a coupon of 4.75 percent and are convertible into
2.6 million shares of our common stock at a conversion price of $28.51 per
share, subject to adjustments in certain circumstances. The notes are generally
unsecured subordinated obligations. We also borrow additional funds from time to
time and may incur substantial additional debt in the future. Such indebtedness
could:

- make it difficult to make principal and interest payments on the
convertible subordinated notes

- make it difficult to obtain necessary financing for working capital,
capital expenditures, debt service requirements and other purposes

- limit our flexibility in planning for, or reacting to, changes in the
business and competition and

- make it more difficult to react in the event of an economic downturn.

OUR STOCK PRICE HAS BEEN VOLATILE AND FUTURE SALES OF SUBSTANTIAL NUMBERS OF OUR
SHARES COULD HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR SHARES

There has been significant volatility in the market price of shares of our
common stock. Trading prices may continue to fluctuate in response to a number
of events and factors, such as:

- quarterly variations in operating results and announcements of
innovations

- new products, services and strategic developments by us or our
competitors

- business combinations and investments by us or our competitors

- changes in our revenues, expense levels, or profitability

- changes in financial estimates and recommendations by securities analysts

- performance by other visual content companies and

- news reports relating to trends in the visual content, Internet or other
product or service industries.

Any of these events may cause the price of our shares to fall, which may
adversely affect our business and financing opportunities. In addition, the
stock market in general and the market prices for e-commerce companies in
particular have experienced significant volatility that often has been unrelated
to the operating
9

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performance of such companies. These broad market and industry fluctuations may
adversely affect the trading price of our shares, regardless of our operating
performance.

In addition, sales, or the possibility of sales, of substantial numbers of
shares of common stock in the public market could adversely affect prevailing
market prices of shares of common stock. Certain of our stockholders have the
right, pursuant to various registration rights agreements, to request that we
register certain of their shares of common stock for resale under the Securities
Act. In addition, our employees hold a significant number of options to purchase
shares, many of which are presently exercisable. Many employees may exercise
their options and sell shares shortly after such options become exercisable,
particularly if they need to raise funds to pay for the exercise of such options
or to satisfy tax liabilities that they may incur in connection with exercising
their options.

YEAR 2000 PROBLEMS WITH THE PRODUCTS OR SYSTEMS OF OUR CRITICAL SUPPLIERS OR
OTHER THIRD PARTIES COULD ADVERSELY AFFECT OUR BUSINESS

We have developed a plan to modify our information technology and other
systems to recognize the Year 2000 and have begun converting our critical data
processing and other systems. We have completed a review of our significant
suppliers and service providers to determine the extent to which our systems may
be vulnerable if those third parties fail to address and correct their own Year
2000 issues. We cannot guarantee that the systems of suppliers or other
companies on which we rely will be Year 2000 compliant. Their failure to convert
their systems could disrupt our systems. In addition, the computer systems
necessary to maintain the viability of the Internet or any of the Web sites that
direct consumers to our on-line stores may not be Year 2000 compliant. Finally,
computers used by our customers to access our on-line stores may not be Year
2000 compliant, delaying their purchases of our products. We are in the process
of developing a formal contingency plan. We cannot guarantee that our systems
will be Year 2000 compliant or that the Year 2000 problem will not adversely
affect our business, which includes limiting or precluding customer purchases.

THE TRANSITION TO THE EURO WILL REQUIRE CHANGES IN OUR OPERATIONS AND SYSTEMS

A new European currency was implemented in January 1999 to replace the
separate currencies of eleven Western European countries. This is requiring
changes in our operations as we modify systems and commercial arrangements to
deal with the new currency. Modifications are necessary in operations such as
payroll, benefits and pension systems, contracts with suppliers and customers
and internal financial reporting systems. Although a three-year transition
period is expected during which transactions may also be made in the old
currency, this is requiring dual currency processes for our operations. We have
identified the issues involved and are developing and implementing solutions.
The cost of this effort is not expected to have a material effect on our
business or results of operations. We cannot assure, however, that all problems
will be foreseen and corrected or that no material disruption of our business
will occur.

CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS AND DELAWARE LAW MAY MAKE IT MORE
DIFFICULT FOR US TO BE ACQUIRED

Our board of directors has the authority, without stockholder approval, to
issue up to 5,000,000 shares of preferred stock and to fix the rights,
preferences, privileges and restrictions of such shares without any further vote
or action by our stockholders. This authority, together with certain provisions
of our amended and restated certificate of incorporation may have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of our company. This effect
could occur even if our stockholders consider such change in control to be in
their best interests. In addition, the concentration of beneficial ownership of
our common stock by the Getty Group and the Torrance Group and certain
provisions of Delaware law may have the effect of delaying, deterring or
preventing a hostile takeover of our company.

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USE OF PROCEEDS

We will not receive any of the net proceeds from the sale of the shares of
common stock offered hereby, all of which proceeds will be received by the
selling stockholders.

SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the common stock as of August 5, 1999, as reported to us by the
applicable selling stockholder, the number of shares of which are being offered
by each of the selling stockholders and the number and percentage of currently
outstanding shares to be owned by each of the selling stockholders following
this offering, assuming that all shares offered hereby are sold.

[Enlarge/Download Table]

SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED OFFERED FOR BENEFICIALLY OWNED
PRIOR TO OFFERING STOCKHOLDER'S ACCOUNT AFTER THE OFFERING
------------------------- --------------------- ----------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE(1) NUMBER NUMBER PERCENTAGE(1)
------------------------ --------- ------------- --------------------- ------ -------------

William A. Lederer(2) 1,038,670 2.8 1,038,670 0 *
SoftBank Technology Ventures IV,
L.P. 991,523 2.7 991,523 0 *
Benchmark Capital Partners II,
L.P. 843,507 2.3 843,507 0 *
Stephan M. Powell 575,227 1.6 575,227 0 *
Sandler Capital IV Partners,
L.P. 537,630 1.5 537,630 0 *
Minotaur Partners, L.P.(3) 368,606 1.0 368,606 0 *
Sandler Capital IV Fte.
Partners, L.P. 220,261 * 220,261 0 *
Anthony Stone 130,319 * 130,319 0 *
Benchmark Founders' Fund II,
L.P. 99,871 * 99,871 0 *
Benchmark Founders' Fund II-A,
L.P. 52,972 * 62,972 0 *
Mitch Friedman 25,263 * 25,263 0 *
SoftBank Technology Advisors
Fund, L.P. 18,998 * 18,998 0 *
Douglas Kahn 18,947 * 18,947 0 *
Muriel Lederer, as Custodian 18,063 * 18,063 0 *
Benchmark Members' Fund II, L.P. 14,171 * 14,751 0 *
First Portland Corporation 3,789 * 3,789 0 *
--------- --- --------- --
Total 4,957,817 4,957,817 0
========= === ========= ==

---------------
* Less than 1%.

(1) Based on the number of shares outstanding on August 5, 1999.

(2) Excludes 368,606 shares of common stock owned by Minotaur Partners, L.P., of
which William A. Lederer is the general partner.

(3) The registration rights pursuant to which the shares of common stock of
Minotaur Partners, L.P. are being registered are transferable to the
partners of Minotaur Partners, L.P. in certain circumstances.

4,252,271 shares of common stock were issued to certain persons and
entities on May 4, 1999 in connection with our acquisition of Art.com.

William Lederer is the president of Art.com and the general partner of
Minotaur Partners, L.P. Douglas Hahn is a financial consultant who helped
Art.com raise approximately $11.5 million in venture capital funding. First
Portland Corporation, doing business as FIRSTCORP, is an equipment lessor and,
from time to time, has provided Art.com with a line of credit to purchase
certain equipment. Robert C. Kagle of

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Benchmark Capital Partners II, L.P., Benchmark Founders' Fund II, L.P.,
Benchmark Founders' Fund II-A, L.P. and Benchmark Members' Fund II, L.P. served
as a director of Art.com. Muriel Lederer is custodian for the shares of common
stock owned by Eric Lederer and Adam Lederer and served as a marketing
consultant to Art.com from October 1997 to the present. Anthony Stone is a
director of our company.

Other than as set forth above or as a result of the sales of shares to us
referred to above, none of the selling stockholders listed above has had any
material relationship with us within the past three years. Stephen M. Powell is
the managing director of Allsport and also heads our editorial division, Getty
Press.

PLAN OF DISTRIBUTION

The shares of common stock offered hereby by the selling stockholders may
be sold from time to time to purchasers directly by any of the selling
stockholders in one or more transactions at a fixed price, which may be changed,
or at varying prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the holders of such securities or by agreement
between such holders and underwriters or dealers who may receive fees of
commissions in connection therewith.

Any of the selling stockholders may from time to time offer shares of
common stock beneficially owned by them through underwriters, dealers or agents,
who may receive compensation in the form of underwriting discounts, commissions
or concessions from the selling stockholders and the purchasers of the shares
for whom they may act as agent. Each selling stockholder will be responsible for
payment of commissions, concessions and discounts of underwriters, dealers or
agents. The aggregate proceeds to the selling stockholders from the sale of the
shares of common stock offered by them hereby will be the purchase price of such
shares less discounts and commissions, if any. Each of the selling stockholders
reserves the right to accept and, together with their agents from time to time
to reject, in whole or in part, any proposed purchase of shares to be made
directly or through agents. We will not receive any of the proceeds from this
offering. Alternatively, the selling stockholders may sell all or a portion of
the shares of common stock beneficially owned by them and offered hereby from
time to time on any exchange on which the securities are listed on terms to be
determined at the times of such sales. The selling stockholders may also make
private sales directly or through a broker or brokers. Transactions through
broker-dealers may including block trades in which brokers or dealers will
attempt to sell the shares of common stock as agent but may position and resell
the block as principal to facilitate the transaction, or one or more
underwritten offerings on a firm commitment or best effort basis.

From time to time, the selling stockholders may transfer, pledge, donate or
assign shares of common stock to partners in the applicable selling stockholder,
lender or others and each of such persons will be deemed to be a "selling
stockholder" for purposes of this prospectus. The number of selling
stockholders' shares beneficially owned by a selling stockholder who transfers,
pledges, donates or assigns shares of common stock will decrease as and when
they take such actions. The plan of distribution for selling stockholders'
shares sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling stockholders
hereunder.

A selling stockholder may enter into hedging transactions with
broker-dealers, and the broker-dealers may engage in short sales of the shares
of common stock in the course of hedging the positions they assume with such
selling stockholder, including, without limitation, in connection with
distribution of the shares of common stock by such broker-dealers. In addition,
the selling stockholders may, from time to time, sell short the shares of common
stock, and in such instances, this prospectus may be delivered in connection
with such short sales and the shares offered hereby may be used to cover such
short sales. The selling stockholders may also enter into option or other
transactions with broker-dealers that involve the delivery of the shares of
common stock to the broker-dealers, who may then resell or otherwise transfer
such shares. The selling stockholders may also loan or pledge the shares to a
broker-dealer and the broker-dealer may sell the shares as loaned or upon a
default may sell or otherwise transfer the pledge shares.

The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of the shares of common stock offered hereby may
be deemed to be underwriters within the meaning of the

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Securities Act of 1933, as amended, and any discounts, commissions or
concessions received by them and any provided pursuant to the sale of shares by
them might be deemed to be underwriting discounts and commissions under the
Securities Act.

In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 145 of the Securities Act may be sold under
Rule 144 or Rule 145 rather than pursuant to this prospectus. There is no
assurance that any selling stockholder will sell any or all of the shares of
common stock described herein, and any selling stockholder may transfer, devise
or gift such securities by other means not described herein.

To the extent required, the specific shares of common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part. We entered into a registration rights agreement in connection with
the private placement of shares of our common stock which required us to
register the selling stockholders' shares of our common stock under applicable
federal and state securities laws. The registration rights agreement provides
for cross-indemnification of the selling stockholders and Getty Images and their
respective directors, officers and controlling persons against certain
liabilities in connection with the offer and sale of the shares of our common
stock, including liabilities under the Securities Act, and requires them to
contribute to payments the parties may be required to make in respect thereof.

We will pay substantially all of the expenses incurred by the selling
stockholders and us incident to the offering and sale of the shares of common
stock under this prospectus, excluding any underwriting discounts or
commissions. See "Selling Stockholders."

LEGAL MATTERS

The validity of the shares of the common stock offered by this prospectus
will be passed upon by Suzanne L. Page, Esq., Associate General Counsel to Getty
Images.

EXPERTS

The consolidated balance sheets of Getty Images, Inc. and of its
predecessor Getty Communications plc, at December 31, 1998 and December 31,
1997, respectively, and the consolidated statements of operations and cash flows
of Getty Images, Inc. for the year ended December 31, 1998 and of Getty
Communications plc for the years ended December 31, 1997 and 1996, appearing in
our Annual Report on Form 10-K and incorporated by reference herein have been
audited by PricewaterhouseCoopers, independent accountants, as stated in their
report appearing therein given upon the authority of such firm as experts in
accounting and auditing.

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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GETTY
IMAGES OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.

------------------------

TABLE OF CONTENTS

[Download Table]

PAGE
----

Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Summary............................... 3
Risk Factors.......................... 5
Use of Proceeds....................... 10
Selling Stockholders.................. 11
Plan of Distribution.................. 12
Legal Matters......................... 13
Experts............................... 13

4,957,817 SHARES

GETTY IMAGES, INC.

COMMON STOCK
------------------------
PROSPECTUS
------------------------
AUGUST 17, 1999

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B5’ Filing	Date	First	Last	Other Filings

Filed on:	8/18/99
	8/17/99	1	14
	8/10/99	1
	8/5/99	3	11	S-8
	8/4/99	6
	8/2/99	4		424B3
	5/4/99	3	11	DEF 14A
	3/31/99	2		10-K, 10-Q, 10-Q/A, 4
	1/13/99	2		8-K
	12/31/98	2	13	10-K, 4
	5/20/98	9
	2/9/98	7		3/A, 8-A12G, 8-K, 8-K/A
	12/31/97	13		10-K, 10-K/A
	12/31/96	13
				List all Filings

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Filing Submission 0000891020-99-001446 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Getty Images Inc – ‘424B5’ on 8/18/99

On: Wednesday, 8/18/99 · Accession #: 891020-99-1446 · File #: 333-79155

Prospectus — Rule 424(b)(5)Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(5)
Filing Table of Contents