-----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, CuxAep5LXQ/BdIuWEoeL+EGhpzwdSh9AmC8dgF7DpVD14QSrTcJj1JVQye5LB5la fQEiY9EInAovN8fyBdHsJw== 0000950131-96-003012.txt : 19960627 0000950131-96-003012.hdr.sgml : 19960627 ACCESSION NUMBER: 0000950131-96-003012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960626 EFFECTIVENESS DATE: 19960715 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: 333-06843 FILM NUMBER: 96585851 BUSINESS ADDRESS: STREET 1: 680 N LAKE SHORE DR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127518000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 26, 1996 Registration No. 333- ----- 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 or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 680 North Lake Shore Drive Chicago, Illinois 60611 (Address of principal executive offices) Playboy Enterprises, Inc. Employee Stock Purchase Plan (Full title of the Plan) -------------------------------------- Howard Shapiro, Esq. Executive Vice President, Law and Administration, and General Counsel Playboy Enterprises, Inc. 680 North Lake Shore Drive Chicago, Illinois 60611 (312) 751-8000 (Name, address, and telephone number, including area code, of agent for service) -------------------------------------- CALCULATION OF REGISTRATION FEE
=============================================================================================================== Proposed Proposed maximum maximum Amount to be offering price aggregate Amount of Title of securities to be registered registered per share offering price registration fee - --------------------------------------------------------------------------------------------------------------- Class B Common Stock, $.01 par value 50,000 $14.625(1) $731,250 $253 Shares ===============================================================================================================
(1) Calculated using the high and low prices of Class B shares in the composite reporting system for June 21, 1996. =============================================================================== PART II ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE The Annual Report on Form 10-K of Playboy Enterprises, Inc. (the "Company" or the "Registrant") for the fiscal year ended June 30, 1995, its Quarterly Reports on Form 10-Q for the quarterly periods ending September 30, 1995, December 31, 1995 and March 31, 1996 and the description of the Company's Class A and Class B Common Stock contained in the registration statement on Form 8-A dated May 17, 1990, as amended by Form 8, dated June 7, 1990, and any amendment or report filed for the purpose of updating such description, are incorporated by reference into this registration statement. Any documents filed by the Company subsequent to the filing of this registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment 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 to be a part hereof from the date of filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Howard Shapiro, Esq., whose opinion regarding the validity of the securities offered hereby is filed as Exhibit 5.1 hereto, is an officer of the Company. Mr. Shapiro is the Company's Executive Vice President, Law and Administration, and General Counsel. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") provides that a Delaware corporation has the power to indemnify its officers and directors in certain circumstances. Subsection (a) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his or her conduct was unlawful. 2 Subsection (b) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought determines that despite the adjudication of liability such director or officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 145 of the GCL further provides that (i) to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such director or officer shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such director or officer in connection therewith; (ii) expenses may be advanced by the corporation subject to an undertaking of the director or officer to reimburse such expenses if the person receiving the advance is ultimately determined not to be entitled to indemnification; (iii) indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled otherwise; and (iv) the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145. As permitted by Section 102(b)(7) of the GCL, Article TWELFTH of the Company's Restated Certificate of Incorporation provides that directors of the Company will be exempt from monetary liabilities in certain circumstances, as follows: "Directors shall not be personally liable to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director, except for liability (i) for breach of the director's duty of loyalty to the corporation or its stockholders; (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 the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit." Article VII, Section 6 of the Company's bylaws provides for indemnification of officers and directors of the Company, to the fullest extent permitted by the GCL, for all expense, liability and loss in connection with any action, suit or proceeding while serving as a director or officer of the Company or as an officer, 3 director or employee of any other entity at the request of the Company. Such indemnification continues as to a person who has ceased to be a director or officer, and inures to the benefit of his or her heirs, executors and administrators. The Company is required to indemnify any officer or director in connection with a proceeding initiated by such officer or director only if such proceeding was authorized by the Board. The right to indemnification includes the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition subject to receipt by the Company of any required undertaking to repay all amounts so advanced if it shall ultimately be determined that the director or officer is not entitled to be indemnified under the Company's bylaws or otherwise. If an indemnification claim is not paid in full by the Company within ninety days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant is also entitled to be paid the expense of prosecuting that claim. The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in the bylaws is not exclusive of any other rights. This section of the bylaws provides further that the Company may maintain insurance to protect any director or officer against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss. The Company maintains such insurance for its directors and officers. ITEM 8. EXHIBITS Exhibit Number Description - -------------- ----------- 4.1 Form of certificate for shares of the Company's Class B Common Stock (incorporated by reference to Exhibit 1.2 of the Registration Statement on Form 8-A, dated May 17, 1990, as amended by Form 8, dated May 17, 1990; Commission File No. 1- 6813) 4.2 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's annual report on Form 10-K for the year ended June 30, 1995; Commission File No. 1-6813). 4.3 Restated bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company's annual report on Form 10-K for the year ended June 30, 1994; Commission File No. 1-6813). 4.4 Playboy Enterprises, Inc. Employee Stock Purchase Plan 5.1 Opinion of Counsel 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Counsel (included in Exhibit 5.1) 4 24.1 Powers of Attorney ITEM 9. UNDERTAKINGS (a) The undersigned registrant 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 (the "Securities Act"); (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar amount would not exceed that which is registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. 5 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final adjudication of such issue. 6 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 25, 1996. 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 indicated on June 25, 1996. Signature Title - --------- ----- * - ----------------------------- Christie Hefner Chairman and Chief Executive Officer and Director (Principal Executive Officer) /s/ Rebecca Maskey Senior Vice President, Finance - ----------------------------- (Principal Financial and Rebecca Maskey Accounting Officer) * - ----------------------------- Dennis S. Bookshester Director * - ----------------------------- David I. Chemerow Director * - ----------------------------- Robert Kamerschen Director * - ----------------------------- Sol Rosenthal Director 7 * - ----------------------------- Richard S. Rosenzweig Director * - ----------------------------- Sir Brian Wolfson Director * The undersigned, by signing his name below, has hereby signed this Registration Statement on Form S-8 on behalf of the above-named Directors on June 25, 1996, pursuant to a power of attorney executed on behalf of each such Director and filed herewith as Exhibit 24.1. By: /s/ Howard Shapiro ------------------ Howard Shapiro 8 EXHIBIT INDEX
============== ================================================= ============= Sequentially Exhibit Number Description Numbered Page - -------------- ------------------------------------------------- ------------- ________________________________________________________________________________ 4.1 Form of certificate for shares of the Company's Class B Common Stock (incorporated by reference to Exhibit 1.2 of the Registration Statement on Form 8-A, dated May 17, 1990, as amended by Form 8, dated May 17, 1990; Commission File No. 1-6813) ________________________________________________________________________________ 4.2 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's annual report on Form 10- K for the year ended June 30, 1995; Commission File No. 1-6813) ________________________________________________________________________________ 4.3 Restated bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company's annual report on Form 10-K for the year ended June 30, 1994; Commission File No. 1-6813) ________________________________________________________________________________ 4.4 Playboy Enterprises, Inc. Employee Stock Purchase Plan ________________________________________________________________________________ 5.1 Opinion of Counsel ________________________________________________________________________________ 23.1 Consent of Coopers & Lybrand, L.L.P. ________________________________________________________________________________ 23.2 Consent of Counsel (included in Exhibit 5.1) ________________________________________________________________________________ 24.1 Powers of Attorney ================================================================================
9 EX-4.4 2 EMPLOYEE STOCK PURCHASE PLAN PLAYBOY ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE. This Employee Stock Purchase Plan (the "Plan") is intended to advance the interests of Playboy Enterprises, Inc. (the "Company") and its stockholders by allowing employees of the Company and those subsidiaries of the Company that participate in the Plan the opportunity to purchase shares of the Company's Class B Common Stock ("Class B Common Stock"). It is intended that the Plan will constitute an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). SECTION 2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors, each of whose members is a "disinterested person" within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The majority of the Committee shall constitute a quorum, and the action of (a) a majority of the members of the Committee present at any meeting at which a quorum is present or (b) all members acting unanimously by written consent, shall be the acts of the Committee. The interpretation and construction by the Committee of any provision of the Plan or of any subscription to purchase shares under it shall be final. The Committee may establish any policies or procedures which in the discretion of the Committee are relevant to the operation and administration of the Plan and may adopt rules for the administration of the Plan. The Committee will, from time to time, designate the subsidiaries (as defined below) of the Company whose employees will be eligible to participate in the Plan. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any subscription to purchase shares under it. For purposes of this Plan, the term "subsidiary" means any corporation in which the Company directly or indirectly owns or controls more than 50 percent of the total combined voting power of all classes of stock issued by the corporation. SECTION 3. ELIGIBILITY. Each employee of the Company or of a participating subsidiary of the Company whose customary employment is a minimum of 20 hours per week as of any Subscription Date (as defined below) may subscribe to purchase shares of Class B Common Stock under the terms of the Plan, except that no employee may subscribe to purchase shares on the immediately following Purchase Date (as defined below) if, immediately after such Subscription Date, such employee would own stock possessing 5 percent or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary of the Company. For purposes of this paragraph, stock ownership of an individual shall be determined under the rules of Section 424(d) of the Code. For purposes of the Plan: (a) The term "Subscription Date" means the first business day of each fiscal quarter of the Company during which the Plan is effective. The first Subscription Date under the Plan will be July 1, 1996. (b) The term "Purchase Date" means the last business day of the fiscal quarter in which the related Subscription Date occurs. SECTION 4. PARTICIPATION. (a) An eligible employee shall evidence his or her agreement to subscribe for shares by completing a written agreement (the "Subscription and Authorization Form") provided by the Committee and filing it as directed by the Committee at least 10 business days before the applicable Subscription Date. Once an employee provides the Committee with the Subscription and Authorization Form, he or she continues as a participant in the Plan on the terms provided in such form until he or she provides a new form at least 10 business days before a Subscription Date or withdraws from the Plan by providing written notice to the Company at least 10 business days before any Purchase Date. (b) In the Subscription and Authorization Form, an eligible employee shall subscribe for any whole dollar amount of shares of Class B Common Stock subject to the following limitations: (i) the whole dollar amount shall not exceed 2.5 percent of his or her compensation (as defined below); and (ii) the maximum number of shares of Class B Common Stock covered by the Subscription and Authorization Form shall not exceed 1,000 shares of the Class B Common Stock. For purposes of this Plan, the term "compensation" means gross regular earnings shown on an employee's most recent W-2 form prior to the applicable Subscription Date (adjusted to an annual rate, if the W-2 form covers less than 12 calendar months) and does not include any deferred compensation. SECTION 5. STOCK. The stock purchased under the Plan shall be shares of authorized but unissued or reacquired Class B Common Stock. 2 Subject to the provisions of Section 6(h), the aggregate number of shares which may be purchased under the Plan shall not exceed 50,000 shares of Class B Common Stock. In the event that the dollar amount of shares subscribed for in any quarter exceeds the number of shares available to be purchased under the Plan, the shares available to be purchased shall be allocated on a pro rata basis among the subscriptions. SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS. Subscriptions shall be evidenced by a Subscription and Authorization Form in such form as the Committee shall from time to time approve, provided that all employees subscribing to purchase shares shall have the same rights and privileges (except as otherwise provided in Section 4(b) and subparagraph (d) below), and provided further that such subscriptions shall comply with and be subject to the following terms and conditions: (a) Purchase Price. The purchase price shall be an amount equal to 85 percent of the fair market value of such stock on the Purchase Date. During such time as the Class B Common Stock is traded on the New York Stock Exchange, the fair market value per share shall be the closing price of the Class B Common Stock (as reported in the record of Composite Transactions for New York Stock Exchange listed securities and printed in The Wall Street Journal) on such Purchase Date (or on the next regular business date on which shares of the Class B Common Stock of the Company shall be traded in the event that no shares of the Class B Common Stock shall have been traded on the Purchase Date). Subject to the foregoing, the Committee shall have full authority and discretion in fixing the purchase price. (b) Medium and Time of Payment. The purchase price shall be payable in full in United States dollars, pursuant to uniform policies and procedures established by the Committee. The funds required for such payment will be derived by regular withholding from an employee's compensation in approximately equal installments over the term of the applicable fiscal quarter or such other period as may be approved by the Committee, subject to minimum payroll deductions in an amount to be determined by the Committee from time to time. An employee shall have the right (i) at any time to terminate the withholding from his or her compensation of amounts to be paid toward the purchase price, or (ii) one time in each quarter to decrease the amount so withheld, by submitting a written request to the Company at least 10 business days before any Purchase Date. An employee shall have the right to cancel his or her subscription in whole or in part and to obtain a refund of amounts withheld from his or her compensation by submitting a written request to the Company at least 10 business days before any Purchase Date. Any cancellation of a subscription in whole will constitute a withdrawal under Section 4(a) of the Plan. Such amounts shall 3 thereafter be paid to the employee within a reasonable period of time. (c) No Interest on Employee Funds. No interest shall accrue on any amounts withheld from an employee's compensation. (d) Accrual Limitation. No subscription shall permit the rights of an employee to purchase stock under all "employee stock purchase plans" (as defined in the Code) of the Company to accrue, under the rules set forth in Section 423(b)(8) of the Code, at a rate which exceeds $25,000 of fair market value of such stock (determined at the time of subscription) for each calendar year. (e) Termination of Employment. If an employee who has subscribed for shares ceases to be employed by the Company or a participating subsidiary before any applicable Purchase Date: i. Because of retirement or disability, he or she may elect to continue making payments equal to the rate of payroll deductions made before retirement or disability until the first Purchase Date following retirement or disability; or otherwise the accumulated payment in his or her account at the time of retirement or disability will be applied to purchase shares at the applicable purchase price on the first Purchase Date following such retirement or disability, unless the Company is otherwise notified in writing. ii. For any other reason, he or she may elect to have the accumulated payment in his or her account at the time of termination applied to purchase shares at the applicable purchase price on the first Purchase Date following such termination; or otherwise the total unused payments credited to his or her account on the date of termination will be refunded within a reasonable time without interest, unless the Company is otherwise notified in writing. (f) Transferability. Neither payments credited to an employee's account nor any rights to subscribe to purchase shares of Class B Common Stock under the Plan may be transferred by an employee except by the laws of descent and distribution. Any such attempted transfer will be without effect, except that the Company may treat such act as an election by the employee to withdraw in accordance with Section 6(b). Shares of Class B Common Stock may be purchased under the Plan only by subscribing employees who have legal capacity as determined under applicable state law or, in the event of the employee's legal incapacity, by his or her guardian or legal representative acting in a fiduciary capacity on behalf of the employee under state law or court supervision. (g) Death and Designation of Beneficiary. An employee may file with the Company a written designation of beneficiary and may change such designation of beneficiary at any time by written 4 notice to the Company. On the death of an employee, the elections provided on termination of employment for retirement or disability may be exercised by the employee's beneficiary, executor, administrator, or other legal representative. (h) Adjustments. The Committee may make or provide for such adjustments in the purchase price and in the number or kind of shares of the Class B Common Stock or other securities covered by outstanding subscriptions, or specified in the second sentence of Section 5 of the Plan, as the Committee in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of employees that would otherwise result from (i) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase stock; or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding subscriptions under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances. (i) Rights as a Stockholder. An employee shall have no rights as a stockholder with respect to any Class B Common Stock covered by his or her subscription until the Purchase Date following payment in full. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date of such purchase, except as provided in Section 6(h) of the Plan. (j) Fractional Shares. Fractional shares may be purchased under the Plan and credited to an account for the employee. The Company, however, shall have the right to pay cash in lieu of any fractional shares of Class B Common Stock to be distributed from an employee's account under the Plan. (k) Other Provisions. The Subscription and Authorization Form authorized under the Plan shall contain such other provisions as the Committee may deem advisable, provided that no such provisions may in any way be in conflict with the terms of the Plan. SECTION 7. TERM OF PLAN. Eligible employees may subscribe for shares under the Plan within a period of ten years from the date the Plan is adopted by the Board of Directors; provided, however, that the Committee may 5 terminate or suspend the Plan if at any time there are less than 5 percent of the eligible employees participating in the Plan. SECTION 8. AMENDMENT OF THE PLAN. The Plan may be amended from time to time by the Committee, but without further approval of the stockholders, no such amendment shall (a) increase the aggregate number of shares of Class B Common Stock that may be issued and sold under the Plan (except that adjustments authorized by Section 6(h) of the Plan shall not be limited by this provision), (b) materially modify the requirements as to eligibility for participation in the Plan, or (c) otherwise cause the Plan to cease to satisfy the applicable requirements of Rule 16b-3 of the Exchange Act. SECTION 9. APPROVAL OF STOCKHOLDERS. The Plan shall take effect upon adoption by the Board of Directors; provided, however, that any subscriptions and purchases under the Plan shall be null and void unless the Plan is approved by a vote of the holders of a majority of the total number of outstanding shares of voting stock of the Company present in person or by proxy at a meeting at which a quorum is present in person or by proxy, which approval must occur within the period of 12 months after the date the Plan is adopted by the Board of Directors. 6 EX-5.1 3 OPINION OF COUNSEL EXHIBIT 5.1 [LETTERHEAD OF PLAYBOY ENTERPRISES, INC.] June 25, 1996 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 50,000 shares (the "Shares") of the Company's Class B Common Stock, $.01 par value, issuable under the Company's Employee Stock Purchase Plan (the "Plan") pursuant to a Registration Statement on Form S-8, filed by the Company with the Securities and Exchange Commission on the date hereof (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 and sold pursuant to the Plan have been duly authorized, and that such stock, when issued and 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. Respectfully submitted, /s/ Howard Shapiro, Esq. Howard Shapiro, Esq. EX-23.1 4 CONSENT OF COOPERS & LYBRAND, L.L.P. 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. Employee Stock Purchase Plan of our report dated August 2, 1995, on our audits of the consolidated financial statements and financial statement schedule of Playboy Enterprises, Inc. as of June 30, 1995 and 1994 and for each of the three years in the period ended June 30, 1995, which report is included in the Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. Chicago, Illinois June 25, 1996 EX-24.1 5 POWERS OF ATTORNEY POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ Christie Hefner -------------------- Christie Hefner POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ Dennis S. Bookshester ------------------------- Dennis S. Bookshester POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ David I. Chemerow --------------------- David I. Chemerow POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ Robert Kamerschen --------------------- Robert Kamerschen POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ Sol Rosenthal ----------------- Sol Rosenthal POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ Richard S. Rosenzweig ------------------------- Richard S. Rosenzweig POWER OF ATTORNEY The undersigned, as an officer and/or director of Playboy Enterprises, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint Christie Hefner and Howard Shapiro, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments thereto, relating to the registration of shares of the Company's Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock Purchase Plan and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney- in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June, 1996. /s/ Sir Brian Wolfson --------------------- Sir Brian Wolfson -----END PRIVACY-ENHANCED MESSAGE-----