-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O7q6y0AZtslgSBISZKZwh4/+fFxbPWUi9qS5A5sGzRv+NqlvD5l/RH4JxmoDgqWU rDWY9H0lo0DzVoizs2Z1AA== 0000912057-96-024582.txt : 19961106 0000912057-96-024582.hdr.sgml : 19961106 ACCESSION NUMBER: 0000912057-96-024582 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961104 EFFECTIVENESS DATE: 19961104 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAPHIX ZONE INC/DE CENTRAL INDEX KEY: 0001015446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330697932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-09149 FILM NUMBER: 96653688 BUSINESS ADDRESS: STREET 1: 42 CORPORATE PARK STE 200 CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148333838 MAIL ADDRESS: STREET 1: 42 CORPORATE PARK STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92714 S-8 POS 1 S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ GRAPHIX ZONE, INC. (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 33-0697932 (I.R.S. Employer Identification Number) 42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606 (Address of Principal Executive Offices) (Zip Code) 1996 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION GRANTED TO FRANK CUTLER (Full title of the plan) CHARLES R. CORTRIGHT, JR., GRAPHIX ZONE, INC. 42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606 (Name and address for Agent For Service) (714) 833-3838 (Telephone Number, Including Area Code, of Agent For Service) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 1 OF 10 Graphix Zone, Inc., a Delaware corporation (the "Registrant"), has previously filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 on July 30, 1996 (the "Registration Statement"). Pursuant to Rule 456 and Rule 462 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the Registration Statement became effective automatically upon filing. This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed by the Registrant solely for the purpose of filing three (3) exhibits (Exhibit Nos. 23.1, 23.2 and 23.3) which were previously omitted from the original filing of the Registration Statement with the Commission on July 30, 1996, and in order to reflect the filing of updated financial statements of the Registrant pursuant to the filing with the Commission on November 1, 1996 of the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996. PAGE 2 OF 10 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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 31st day of October, 1996. GRAPHIX ZONE, INC. By: /S/ CHARLES R. CORTRIGHT, JR. ------------------------------------- Charles R. Cortright, Jr., President Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated and on the dates stated. Signature Title Date --------- ----- ---- /S/ CHARLES R. CORTRIGHT, JR. President (principal executive October 31, 1996 - ----------------------------- officer) and Director Charles R. Cortright, Jr. /S/ ANGELA ABER CORTRIGHT Executive Vice President, October 31, 1996 - ----------------------------- Secretary and Director Angela Aber Cortright /S/ FRANK E. MURNANE Chief Financial Officer October 31, 1996 - ----------------------------- (principal financial and Frank E. Murnane accounting officer) /S/ THOMAS C.K. YUEN Director October 31, 1996 - ----------------------------- Thomas C. K. Yuen /S/ RONALD S. POSNER Chairman of the Board October 31, 1996 - ----------------------------- and Director Ronald S. Posner /S/ C. RICHARD KRAMLICH Director October 31, 1996 - ----------------------------- C. Richard Kramlich /S/ DOUGLAS GLEN Director October 31, 1996 - ----------------------------- Douglas Glen PAGE 3 OF 10 EXHIBIT INDEX Sequentially Exhibit Numbered No. Description Page - ------- ----------- ------------ 23.1 Consent of KPMG Peat Marwick LLP. 5 23.2 Consent of Ernst & Young LLP. 7 23.3 Consent of KPMG Peat Marwick LLP. 9 PAGE 4 OF 10 EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 Consent of Independent Auditors The Board of Directors Graphix Zone, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of Graphix Zone, Inc. of our report dated March 10, 1995, relating to the balance sheets of StarPress Multimedia, Inc., as of December 31, 1994 and 1993, and the related statements of operations, shareholders deficiency, and cash flows for the year ended December 31, 1994 and for the period from September 7, 1993 (inception) to December 31, 1993, which report appears in the Form 8-K/A of Great Bear Technology Incorporated dated August 11, 1995, which is incorporated by reference in the registration statement (No. 333-2642) on Form S-4 of Graphix Zone, Inc. /s/ KPMG Peat Marwick LLP San Jose, California October 31, 1996 PAGE 6 OF 10 EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 of Graphix Zone, Inc., as amended, dated July 29, 1996, of our report dated August 18, 1995, except Note 12 as to which the date is March 21, 1996, with respect to the consolidated financial statements of StarPress, Inc. (formerly known as Great Bear Technology Incorporated) as of June 30, 1995 and for each of the two years then ended included in the Registration Statement (Form S-4) of Graphix Zone, Inc. originally filed with the Securities and Exchange Commission on March 25, 1996 (File No. 333-2632), and in the related Joint Proxy Statement/Prospectus of Graphix Zone, Inc. for the registration of shares of its common stock. /s/ Ernst & Young LLP Walnut Creek, California October 31, 1996 PAGE 8 OF 10 EX-23.3 4 EXHIBIT 23.3 EXHIBIT 23.3 Consent of Independent Auditors The Board of Directors Graphix Zone, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of Graphix Zone, Inc. of our report dated August 22, 1996, except as to note 19 which is as of September 25, 1996, relating to the consolidated balance sheet of Graphix Zone, Inc. as of June 30, 1996, and the related consolidated statements of operations, shareholders equity and cash flows and related schedule for the year then ended, which report appears in the June 30, 1996 Annual Report on Form 10-K of Graphix Zone, Inc. /s/ KPMG Peat Marwick LLP Orange County, California October 31, 1996 PAGE 10 OF 10 -----END PRIVACY-ENHANCED MESSAGE-----