-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qmxBHhCgxG5bZ0rsWkffnwSttqJJO6MHu6Jsu+kCmmz5QPKDEBwOsOQt+Ak02zJc ULBOj8723k8nhN/P41KVAw== 0000950124-95-001889.txt : 199506290000950124-95-001889.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950124-95-001889 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950628 EFFECTIVENESS DATE: 19950717 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLAYBOY ENTERPRISES INC CENTRAL INDEX KEY: 0000079114 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 362258830 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60631 FILM NUMBER: 95549880 BUSINESS ADDRESS: STREET 1: 680 N LAKE SHORE DR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127518000 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 27, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 PLAYBOY ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 36-2258830 (State of Incorporation) (IRS Employer Identification No.) 680 North Lake Shore Drive Chicago, Illinois 60611 (Address of principal executive offices) Playboy Enterprises, Inc. 1995 Stock Incentive Plan (Full title of the Plan) Irma Villarreal Secretary Playboy Enterprises, Inc. 680 North Lake Shore Drive Chicago, Illinois 60611 (312) 751-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed offering maximum Amount of Title of each class of Amount to be price aggregate registration securities to be registered registered per share offering price fee -------------------------------------------------------------------------------------------------------- Class B Common Stock, $.01 par value 26,250(1) $7.875(2) $206,718.75 $72 Shares
(1) Class B shares offered pursuant to stock options or other awards which may be granted or issued in the future under the Playboy Enterprises, Inc. 1995 Stock Incentive Plan (the "Plan") and which were not included in the Registrant's previously filed Registration Statement on Form S-8 (Registration No. 33-58145) related to the Plan. (2) Calculated using the high and low prices of Class B shares in the composite reporting system for June 22, 1995. 2 PART II Pursuant to General Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 related to Playboy Enterprise, Inc.'s 1995 Stock Incentive Plan (the "Plan") and filed with the Securities and Exchange Commission on March 20, 1995 (Registration No. 33-58145) are incorporated by reference into this Registration Statement on Form S-8 related to the Plan. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Counsel 23.1 Consent of Coopers & Lybrand L.L.P. 2 3 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 22, 1995. PLAYBOY ENTERPRISES, INC. (Registrant) By: /s/Howard Shapiro ----------------------------------- Howard Shapiro, Executive Vice President, Law and Administration, and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/Christie Hefner Chairman and Chief ) - -------------------------- Executive Officer ) Christie Hefner and Director ) (Principal Executive ) Officer) ) ) /s/David I. Chemerow Executive Vice ) - ------------------------ President, Finance and ) David I. Chemerow Operations (Principal ) Financial and Accounting ) Officer) ) ) /s/Dennis S. Bookshester Director ) - ------------------------- ) Dennis S. Bookshester ) ) /s/Robert Kamerschen Director ) June 22, 1995 - ------------------------ ) Robert Kamerschen ) ) Director ) - ---------------------------------- ) John R. Purcell ) ) /s/Sol Rosenthal Director ) - ---------------------------- ) Sol Rosenthal ) ) Director and Executive ) - ---------------------------------- Vice President ) Richard S. Rosenzweig )
3 4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------ ----------- ------------ 5.1 Opinion of Counsel 5 23.1 Consent of Coopers & Lybrand L.L.P. 6
4 EX-5 2 OPINION OF COUNSEL 1 EXHIBIT 5 [LETTERHEAD OF PLAYBOY ENTERPRISES, INC.] June 27, 1995 SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: I am the Executive Vice President, Law and Administration, and General Counsel to Playboy Enterprises, Inc., a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the issuance of up to 26,250 shares (the "Shares") of the Company's Class B Common Stock, $.01 par value, issuable under the Company's 1995 Stock Incentive Plan (the "Plan") pursuant to a Registration Statement on Form S-8, filed by the Company with the Securities and Exchange Commission on June 27, 1995 (the "Registration Statement"). I am familiar with the proceedings taken and to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, I have examined such documents and such questions of law and fact, including an examination of originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records and instruments as I have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, it is my opinion that the Shares to be issued or sold pursuant to the Plan have been duly authorized, and that such stock, when issued or sold in accordance with the terms thereof, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and I further consent to the use of my name under the heading "Legal Matters" in the Prospectus which is part of the Registration Statement. Respectfully submitted, Howard Shapiro, Esq. EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Playboy Enterprises, Inc. on Form S-8 relating to the Playboy Enterprises, Inc. 1995 Stock Incentive Plan of our report dated July 26, 1994, on our audits of the consolidated financial statements and financial statement schedules of Playboy Enterprises, Inc. as of June 30, 1994 and 1993 and for each of the three years in the period ended June 30, 1994, which report is included in the Annual Report on Form 10-K. We also consent to the use of our name and the statements with respect to us appearing under the heading "Experts" in the prospectus that is part of the above referenced registration statement. Coopers & Lybrand L.L.P. Chicago, Illinois June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----