-----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, OHr6KzyuWaYypZ84oo7YsLcyoLMP4oM1KVkrXTCDybWkpNh8ppklMX6qPJ6kL1/5 UOsCO2Adtu794DuT6ESCPg== 0000889812-98-002894.txt : 19981211 0000889812-98-002894.hdr.sgml : 19981211 ACCESSION NUMBER: 0000889812-98-002894 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981210 EFFECTIVENESS DATE: 19981210 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: SEC FILE NUMBER: 333-68667 FILM NUMBER: 98767078 BUSINESS ADDRESS: STREET 1: ONE ACCLAIM PLAZA CITY: GLEN COVE STATE: NY ZIP: 11542 BUSINESS PHONE: 5166565000 MAIL ADDRESS: STREET 1: OEN ACCLAIM PALZA CITY: GLEN COVEY STATE: NY ZIP: 11542 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 10, 1998 Registration No. 333-________ ================================================================================ 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 (Address of principal executive offices) ------------------- Acclaim Entertainment, Inc. 1998 Stock Incentive Plan (Full title of the plan) ------------------- Gregory E. Fischbach Copy to: Chief Executive Officer Jayshree Parthasarathy, Esq. One Acclaim Plaza Rosenman & Colin LLP Glen Cove, New York 11542 575 Madison Avenue (516) 656-5000 New York, New York 10022 (Name, address and telephone (212) 940-8800 number of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================= Title of securities to Proposed maximum Proposed maximum aggregate Amount of be registered Amount to be offering price per offering price* registration fee registered share* ================================================================================================================= Common Stock, par value $0.02 per share...... 5,442,143 $8.875 $48,301,415 $13,428 =================================================================================================================
* Estimated solely for the purpose of calculating the registration fee; computed, pursuant to Rule 457(c) and (h), upon the basis of the average of the high and low prices of the Common Stock as quoted on The NASDAQ Stock Market's National Market System on December 4, 1998. =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF 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 are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended August 31, 1998, filed on November 6, 1998 (File No. 0-16986); and (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 Registration Statement on Form 8-A filed on June 8, 1988, as amended by the Current Report on Form 8-K, dated August 24, 1989, relating to the one-for-two stock split effected by the Company (File No. 0-16986). 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 (the "GCL") of the State of Delaware, the law of the state in which the Company is incorporated. Section 145 of the GCL 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 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. 1998 Stock Incentive Plan (incorporated by reference to the Company's 1998 Proxy Statement filed on August 31, 1998 (File No. 0-16986)). 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 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). 4(e) - Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 4(e) to the Company's Registration Statement on Form S-8, Registration No. 33-59483, filed on May 19, 1995). 4(f) - Specimen of common stock certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended August 31, 1991, filed on November 8, 1989, as amended (File No. 0-16986)). *5 - Opinion of Rosenman & Colin LLP. *23(a) - Consent of KPMG Peat Marwick LLP. *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 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. 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 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. 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 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 9th day of December, 1998. ACCLAIM ENTERTAINMENT, INC. By /s/ ------------------------------------------- Gregory E. Fischbach Co-Chairman of the Board; Chief Executive Officer and President 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 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 --------- ----- ---- /s/ December 9, 1998 - ---------------------- Gregory E. Fischbach Co-Chairman of the Board; Chief Executive Officer; President; and Director /s/ December 9, 1998 - ---------------------- James Scoroposki Co-Chairman of the Board; Senior Executive Vice President; Treasurer; Secretary; Acting Chief Financial and Accounting Officer; and Director /s/ December 9, 1998 - ---------------------- Kenneth L. Coleman Director /s/ December 9, 1998 - ---------------------- Bernard J. Fischbach Director /s/ December 9, 1998 - ---------------------- Robert H. Groman Director /s/ December 9, 1998 - ---------------------- James Scibelli Director /s/ December 9, 1998 - ---------------------- Michael Tannen Director
II-5 EX-5 2 OPINION OF ROSENMAN & COLIN LLP ROSENMAN & COLIN LLP 575 Madison Avenue New York, New York 10022-2585 December 9, 1998 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 5,442,143 shares of the Company's common stock, par value $0.02 per share, for issuance under the Company's 1998 Stock Incentive 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 5,442,143 shares have been duly authorized and, upon issuance in accordance with the terms of the Plan and stock option agreements or certificates issued thereunder, 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 /s/ ----------------------- A Partner EX-23.(A) 3 CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS To the Board of Directors Acclaim Entertainment, Inc.: We consent to the use in this Registration Statement on Form S-8 of Acclaim Entertainment, Inc. of our report dated October 22, 1998. KPMG PEAT MARWICK LLP New York, New York December 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----