-----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, O01JkIh46YCMXw3B5aWfrpF230XlTyVDtDSbmUzzdGSb76kXS3A9+sQIKEBpEkve l0kYihtz47eb4LJG+eDQXA== 0000889812-95-000758.txt : 19951218 0000889812-95-000758.hdr.sgml : 19951218 ACCESSION NUMBER: 0000889812-95-000758 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951215 EFFECTIVENESS DATE: 19960103 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCLAIM ENTERTAINMENT INC CENTRAL INDEX KEY: 0000804888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 382698904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65051 FILM NUMBER: 95602001 BUSINESS ADDRESS: STREET 1: 71 AUDREY AVE CITY: OYSTER BAY STATE: NY ZIP: 11771 BUSINESS PHONE: 5169222400 MAIL ADDRESS: STREET 1: 71 AUDREY AVE CITY: OYSTER BAY STATE: NY ZIP: 11771 FORMER COMPANY: FORMER CONFORMED NAME: GAMMA CAPITAL CORP DATE OF NAME CHANGE: 19880608 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 15, 1995 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ACCLAIM ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 38-2698904 (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification Number) One Acclaim Plaza Glen Cove, New York 11542-2708 (Address of principal executive offices) ------------------ Acclaim Entertainment, Inc. 1995 Restricted Stock Plan (Full title of the plan) ------------------ Gregory E. Fischbach Copy to: Chief Executive Officer Eric M. Lerner, Esq. One Acclaim Plaza Rosenman & Colin LLP Glen Cove, New York 11542-2708 575 Madison Avenue (516) 656-5000 New York, New York 10022 (Name, address and telephone (212) 940-7157 number of agent for service) ------------------ CALCULATION OF REGISTRATION FEE Title of Proposed maximum Proposed maximum Amount of securities to Amount to be offering price aggregate offering registration be registered registered per share price fee* - ------------- ------------ ---------------- ------------------ ------------ Common Stock, par value $0.02 per share...... 194,631 $0.02 $3,893 $100 * Fee computed pursuant to Rule 457(h) is below the minimum required under Section 6(b) of the Securities Act of 1933. ------------------ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Acclaim Entertainment, Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). The following documents, or portions thereof, filed by the Company with the Commission pursuant to the Exchange Act (File No. 0-16986) are incorporated by reference in this Registration Statement: a. The Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1995, filed on December 8, 1995. b. The information in respect of the Company's common stock under the caption "Description of Registrant's Securities to be Registered" contained in the Company's Registration Statement on Form 8-A filed with the Commission on June 8, 1988, as amended by the Company's Current Report on Form 8-K, filed on August 25, 1989, relating to the one-for- two stock split effected by the Company. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment hereto indicating 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 of this Registration Statement from the respective dates of filings of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Certificate of Incorporation of the Company provides that any person may be indemnified against all expenses and liabilities to the fullest extent permitted by the General Corporation Law of the State of Delaware. Section 145 of the General Corporation Law of Delaware, the law of the state in which the Company is incorporated, empowers a corporation within certain limitations to indemnify any person against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any suit or proceeding to which he is a party by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as long as he acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best II-1 interests of the corporation. With respect to any criminal proceeding, he must have had no reasonable cause to believe his conduct was unlawful. The Company has in effect directors' and officers' liability insurance. ITEM 8. EXHIBITS Exhibit No. Description ----------- ----------- *4(a) - Acclaim Entertainment, Inc. 1995 Restricted Stock Plan. 4(b) - Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No. 33-28274, filed on April 21, 1989, as amended). 4(c) - Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, Registration No. 33-28274, filed on April 21, 1989, as amended). 4(d) - Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 4(d) to the Company's Registration Statement on Form S-8, Registration No. 33-59483, filed on May 19, 1995) (the "1995 S-8"). 4(e) - Amended and Restated By-Laws (incorporated by reference to Exhibit 4(e) to the 1995 S-8). *5 - Opinion of Rosenman & Colin LLP. 23(a) - Consent of Grant Thornton LLP (included on page II- 6). 23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5). 24 - Power of Attorney (included on page II-5) - ------------ * Filed herewith II-2 ITEM 9. UNDERTAKINGS 1. The undersigned Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement to include any material information with respect to the plan of distribution of the securities being registered hereby not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (b) that, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) 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. 2. The undersigned Registrant hereby undertakes that, for purposes of determining 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 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. 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. II-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 Glen Cove, State of New York, on this 12th day of December, 1995. ACCLAIM ENTERTAINMENT, INC. By Gregory E. Fischbach Gregory E. Fischbach Co-Chairman of the Board and Chief Executive Officer II-4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory E. Fischbach and James Scoroposki, and each or either of them, his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 dates indicated. Signature Title Date --------- ----- ---- Gregory E. Fischbach Co-Chairman; Chief Executive December 12, 1995 Gregory E. Fischbach Officer; Director James Scoroposki Co-Chairman; Senior Executive December 12, 1995 James Scoroposki Vice President; Treasurer; Secretary; Director Robert Holmes President; Chief Operating December 12, 1995 Robert Holmes Officer; General Manager; Director Bernard J. Fischbach Director December 12, 1995 Bernard J. Fischbach Michael Tannen Director December 12, 1995 Michael Tannen Robert H. Groman Director December 12, 1995 Robert H. Groman James Scibelli Director December 12, 1995 James Scibelli Bruce Ravenel Director December 12, 1995 Bruce Ravenel Anthony R. Williams Executive Vice President; December 12, 1995 Anthony R. Williams Chief Financial and Accounting Officer II-5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report, which includes an explanatory paragraph that refers to litigation described in Note 19 to the consolidated financial statements, dated December 8, 1995, accompanying the consolidated financial statements and schedule of Acclaim Entertainment, Inc. and Subsidiaries included in the Annual Report on Form 10-K for the year ended August 31, 1995, which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. GRANT THORNTON LLP New York, New York December 13, 1995 II-6 EXHIBIT INDEX Document Page Number - -------- ----------- 4(a) - Acclaim Entertainment, Inc. 1995 Restricted Stock Plan. 4(b) - Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No. 33-28274, filed on April 21, 1989, as amended). 4(c) - Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, Registration No. 33-28274, filed on April 21, 1989, as amended). 4(d) - Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 4(d) to the 1995 S-8). 4(e) - Amended and Restated By-Laws (incorporated by reference to Exhibit 4(e) to the 1995 S-8). 5 - Opinion of Rosenman & Colin LLP. 23(a) - Consent of Grant Thornton LLP (included on page II-6). 23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5). 24 - Power of Attorney (included on page II-5) EX-4.(A) 2 ACCLAIM ENTERTAINMENT, INC. 1995 RESTRICTED STOCK PLAN Exhibit 4(a) ACCLAIM ENTERTAINMENT, INC. 1995 RESTRICTED STOCK PLAN (As Adopted Effective as of November 30, 1995) 1. Purpose. The purpose of the Acclaim Entertainment, Inc. 1995 Restricted Stock Plan (the "Plan") is to induce certain employees and independent contractors of Sculptured Software, Inc. ("Sculptured"), a subsidiary of Acclaim Entertainment, Inc. (the "Company") to remain in the employ or service of the Company and its present and future subsidiary corporations ("Subsidiaries"), to encourage ownership of shares in the Company by such employees and independent contractors and to provide additional incentive for such employees and independent contractors to promote the success of Sculptured's and the Company's business. 2. Effective Date of the Plan. The Plan became effective on November 30, 1995 by action of the Board of Directors (the "Board"). 3. Stock Subject to Plan. 194,631 of the authorized but unissued shares of common stock, $0.02 par value (the "Common Stock"), of the Company are hereby reserved for issuance under the Plan; provided, however, that the number of shares so reserved may from time to time be reduced to the extent that a corresponding number of issued and outstanding shares of Common Stock are purchased by the Company and set aside for issuance under the Plan. If any shares of Common Stock issued under the Plan are reacquired by the Company as provided in Section 8, such shares shall no longer be available for the purposes of the Plan and shall no longer be subject to the reserve. 4. Committee. The Plan shall be administered by a committee (the "Committee") consisting of at least two (2) individuals, both (or all) of whom shall be members of the Board. The Committee shall be appointed annually by the Board, which may at any time and from time to time remove any member of the Committee, with or without cause, appoint additional members of the Committee in substitution for or in addition to members previously appointed and fill vacancies, however caused, in the Committee. The Board shall elect one of the Committee's members as the Chairman of the Committee and the Committee shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum. All actions by the Committee shall be taken by a majority of its members present at a meeting. Any action may be taken by a written instrument signed by a majority of the members and action so taken shall be fully effective as if it had been taken by a vote of a majority of the members at a meeting duly called and held. 5. Administration. The Committee shall allocate the 194,631 shares of Common Stock (the "Restricted Shares") subject to the Plan to the individuals listed on Exhibit A annexed hereto in the amounts listed opposite each such individual's name on said Exhibit A at such time or times as the Committee shall determine (the date of any such action of the Committee being hereinafter called an "Allocation Date"). The purchase price for the Restricted Shares shall be $0.02 per share. The Committee shall also have authority to interpret the Plan and to prescribe, amend and rescind rules and regulations relating to it. Any determination by the Committee in carrying out, administering or construing the Plan shall be final and binding for all purposes and upon all interested persons and their respective heirs, successors and personal representatives. The Board may appoint a Secretary for the Committee (who, if no other designation shall be made, shall be the Secretary of the Company) and the Committee shall keep the minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 6. Eligibility. Allocations of Restricted Shares shall be made to persons who are employees or independent contractors of Sculptured who are listed on Exhibit A annexed hereto. 7. Registration. The issuance by the Company of the Restricted Shares shall be registered by the Company under the Securities Act of 1933 on a Registration Statement on Form S-8 as promptly as reasonable practicable following the adoption of the Plan. 8. Restricted Shares. (a) Except as otherwise provided in paragraph (b) of this Section 8, the Restricted Shares allocated to a Participant may not be sold, assigned, transferred or otherwise disposed of, and may not be pledged or hypothecated. 3 The restrictions set forth in the preceding sentence (the "Stock Restrictions") shall terminate as follows: (i) as to twenty percent (20%) of the Restricted Shares owned by the Participant, on the date of his or her Restricted Stock Agreement (as such term is defined in paragraph (c) of this Section 8); (ii) as to an additional sixteen percent (16%) of the Restricted Shares owned by the Participant, on December 15, 1996; (iii) as to an additional sixteen percent (16%) of the Restricted Shares owned by the Participant, on December 15, 1997; (iv) as to an additional twenty two percent (22%) of the Restricted Shares owned by the Participant, on December 15, 1998; (v) as to an additional thirteen percent (13%) of the Restricted Shares owned by the Participant, on December 15, 1999; (vi) as to the remaining thirteen percent (13%) of the Restricted Shares owned by the Participant, on December 15, 2000. (b) In addition, if the Participant to whom Restricted Shares have been allocated as of any Allocation Date leaves the 4 employ or service of the Company or its Subsidiaries for any or no reason (other than his or her death or Permanent Disability) prior to the termination of the restriction or restrictions provided for in the first sentence of this Section with respect to all or any of the Restricted Shares allocated to such Participant as of such Allocation Date, he or she shall be obligated immediately to redeliver to the Company the Restricted Shares as to which such restriction shall not have terminated immediately and the Company shall pay to him or her, as payment for such shares, an amount equal to the price paid by the Participant for such Restricted Shares. If a Participant's employment or service with the Company and its Subsidiaries shall terminate by reason of his or her death or Permanent Disability prior to the termination, in whole or in part, of the restrictions with respect to his or her Restricted Shares, then, and only in such event, the restrictions which shall not have theretofore terminated with respect to such Restricted Shares shall forthwith terminate. (c) The Participant receiving Restricted Shares shall (i) agree that such Restricted Shares shall be subject to, and shall be held by him or her in accordance with all of the applicable terms and provisions of, the Plan, (ii) agree that the Company may place on the certificates representing the Restricted Shares or new or additional or different shares or securities distributed with respect to the Restricted Shares such legend or legends as the Company may deem appropriate and that the Company 5 may place a stop transfer order with respect to such Restricted Shares with the Transfer Agent(s) for the Common Stock and (iii) at his or her option, (A) be entitled to make the election permitted under section 83(b) of the Code to include in gross income in the taxable year in which the Restricted Shares are transferred to him or her, the fair market value of such shares at the time of transfer, notwithstanding that such shares are subject to a substantial risk of forfeiture within the meaning of the Code, or (B) may be entitled to elect to include in gross income the fair market value of the Restricted Shares as of the date on which such restriction lapses. The foregoing agreement, representation and warranty shall be contained in an agreement in writing ("Restricted Stock Agreement") which shall be delivered by the Participant to the Company. The Committee shall adopt, from time to time, such rules with respect to the return of executed Restricted Stock Agreements as it deems appropriate and failure by the Participant to comply with such rules shall terminate the allocation of such Restricted Shares to the Participant. 9. Adjustment of Number of Shares. In the event that a dividend shall be declared upon the Common Stock payable in shares of Common Stock, the number of shares of Common Stock then subject to any Restricted Stock Agreement and the number of shares of Common Stock reserved for issuance in accordance with the provisions of the Plan but not yet issued shall be adjusted by adding to each such share the number of shares which would be 6 distributable thereon if such shares had been outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend. In the event that the outstanding shares of Common Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, sale of assets, merger or consolidation in which the Company is the surviving corporation, then, there shall be substituted for each share of Common Stock then subject to a Restricted Stock Agreement and for each share of Common Stock reserved for issuance in accordance with the provisions of the Plan but not yet issued, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchanged. In the event that there shall be any change, other than as specified in this Section 9, in the number or kind of outstanding shares of Common Stock, or of any stock or other securities into which the Common Stock shall have been changed, or for which it shall have been exchanged, then, if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares then subject to a Restricted Stock Agreement and the number or kind of shares reserved for issuance in accordance with the provisions of the Plan but not yet issued, such adjustment shall be made by the Committee and shall be effective and binding for all purposes of the Plan and of each Restricted Stock Agreement 7 entered into in accordance with the provisions of the Plan. No adjustment or substitution provided for in this Section 9 shall require the Company to deliver a fractional share under the Plan or any Restricted Stock Agreement. 10. Withholding and Waivers. (a) Each Participant shall make such arrangements with the Company with respect to income tax withholding as the Company shall determine in its sole discretion is appropriate to ensure payment of federal, state or local income taxes due with respect to the issuance and/or ownership of the shares of Common Stock issued hereunder and the release of the Stock Restrictions on Restricted Shares issued hereunder. In the event of the death of a Participant, an additional condition to the Company's obligation, if any, to issue shares of Common Stock to the executors or administrators of such Participant's estate and to release the Stock Restrictions provided hereunder on any Restricted Shares owned by such Participant as provided in Section 8 shall be the delivery to the Company of such tax waivers, letters testamentary and other documents as the Committee may reasonably determine. (b) A Participant may, in the discretion of the Committee and subject to such rules as the Committee may adopt, elect to satisfy his or her withholding obligation arising as a result of the release of the Stock Restrictions with respect to any Restricted Shares, in whole or in part, by electing (an "Election") to deliver to the Company shares of Common Stock (other than shares of Common Stock as to which the Stock 8 Restrictions (under this or any other agreement entered into in accordance with the Plan) shall not have theretofore terminated) having a fair market value, determined as of the date that the amount to be withheld is determined (the "Tax Date"), equal to the amount required to be so withheld. Such Participant shall pay the Company in cash for any fractional share that would otherwise be required to be delivered. (c) Each Election shall be subject to the following restrictions: (i) The Election must be made on or prior to the Tax Date; (ii) The Election shall be irrevocable; (iii) The Election is subject to the approval of the Committee; (iv) If the Participant's transactions in shares of the Common Stock are subject to the provisions of Section 16(b) of the Exchange Act, an Election may not be made within six months of the date of the execution and delivery of the Restricted Stock Agreement governing such Restricted Shares. (v) If the Participant's transactions in shares of Common Stock are subject to the provisions of Section 16(b) of the Exchange Act, the Election must be made (A) six months or more prior to the Tax Date or (B) during the 9 period beginning on the third business date following the date of the release of the Company's quarterly or annual statement of sales and earnings and ending on the twelfth business day following such date. 11. Definitions. For the purposes hereof: A. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. B. The term "Exchange Act" shall mean the Securities Exchange Act of 1934 as in effect at the time with respect to which such term is used. C. The term "Permanent Disability", unless otherwise defined in the Participant's employment agreement, if any, with Sculptured, shall mean a state of physical or mental incapacity of a Participant such that, in the opinion of the Committee, based upon a medical certificate from a physician or physicians satisfactory to the Committee, the Participant, by reason of injury, illness or disease, is unable to fulfill the requirements of his or her position with the Company and its Subsidiaries and such inability will be permanent and continuous during the remainder of his or her life. 12. Expenses of Administration. All costs and expenses incurred in the operation and administration of the Plan shall be borne by the Company. 10 13. No Employment Right. Neither the existence of the Plan nor the grant of any Restricted Shares hereunder shall require the Company or any Subsidiary to continue any Participant in the employ or as an independent contractor of the Company or such Subsidiary. 14. Amendment of Plan. The Board may, at any time and from time to time, by a resolution appropriately adopted, make such modifications of the Plan as it shall deem advisable. No amendment of the Plan may, without the consent of the Participants to whom any Restricted Shares shall theretofore have been allocated, adversely affect the rights or obligations of such Participants with respect to such Restricted Shares. The Committee may, in its discretion, cause the restrictions imposed in accordance with the provisions of Section 8 hereof with respect to any Restricted Shares to terminate, in whole or in part, prior to the time when they would otherwise terminate. 15. Expiration and Termination of the Plan. The Plan shall terminate on November 29, 1996 or at such earlier time as the Board may determine; provided, however, that such termination shall not, without the consent of the Participants to whom any Restricted Shares shall theretofore have been allocated, adversely affect the rights or obligations of such Participants with respect to such Restricted Shares. 16. Governing Law. The Plan shall be governed by the laws of the State of New York. 11 ACCLAIM ENTERTAINMENT, INC. 1995 RESTRICTED STOCK PLAN EXHIBIT A I. Name Number of Shares of ---- Restricted Stock ------------------- Jonathan Slager 15,000 Kelly Zmak 12,000 Ned Martin 10,850 Dwain Skinner 9,100 Peter Ward 10,100 Tom Carbone 7,350 Christopher Shen 6,850 Arti Haroutunian 6,250 Jeff Peters 9,150 David Ross 8,231 Richard Reagan 4,500 Al Mecklenburg 4,500 Rob Nelson 5,000 Kevin Kralian 4,500 Adam Clayton 6,250 Joe Barnes 3,500 Bruce Gifford 3,500 Scott Pugh 2,250 Lynn Pugh 2,250 Craig Matsura 2,250 L. Hutcherson 9,000 Dan Enfield 2,250 Oren Peli 2,000 Altair Lane 2,250 S. Perras 2,250 Sean Igo 2,250 Shelly Dahl 2,000 Paul Webb 1,750 Dean Ertel 1,500 J. Drabik 1,500 Mark Ganus 1,500 Chris Braymen 1,500 Katherine Hoefelmeier 1,500 M. Yamada 1,500 Jeff Knight 1,000 Cherry Caouette 1,000 Mark Hinrichsen 1,000 David Butters 1,000 Kent Barney 1,000 Mary Scriven 1,000 Melissa Pardike 1,000 Chad Johnson 1,000 Jane Bradley 1,000 Michael Hunter 750 A-1 Name Number of Shares of - ---- Restricted Stock ------------------- Lee Smith 750 Virginia Sargent 750 Rob Dautel 750 Bob Dayley 750 Eric Tolman 750 Neil Melville 750 Judd Houser 750 P. Alphonso 750 Vince Bracken 750 Eric Nikolaisen 1,000 Sunny Strasburg 750 Justin Towns 500 John Coffey 500 Daren Smith 500 Omar Canon 500 R. Stagg 500 Wayne Tyler 600 Mike Lott 1,000 Mike Ulrich 1,000 John Lund 1,000 Clark Sorenson 1,200 Chris Hawkes 400 Kelly Kofoed 500 Mike Peery 400 John Guymon 500 Russ Chancellor 400 Roy Wilkins 750 A-2 EX-5 3 OPINION OF ROSENMAN & COLIN LLP [Letterhead of Rosenman & Colin LLP] December 12, 1995 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We refer to the Registration Statement on Form S-8 to be filed by Acclaim Entertainment, Inc. (the "Company"), a Delaware corporation, with the Securities and Exchange Commission with respect to the registration of 194,631 shares of the Company's common stock, par value $0.02 per share, for issuance under the Company's 1995 Restricted Stock Plan (the "Plan"). We have made such examination as we have deemed necessary for the purpose of this opinion. Based upon such examination, it is our opinion that said 194,631 shares have been duly authorized and, upon issuance in accordance with the terms of the restricted stock agreements or certificates issued under the Plan, as appropriate, will be validly issued, fully paid and non- assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, ROSENMAN & COLIN LLP By Eric M. Lerner A Partner EML -----END PRIVACY-ENHANCED MESSAGE-----