-----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, IJnvwl/RfRsWhYvbtLvq3sp3Vy60sCp4fK26s/k2R6AsX/yAbfJ91ECCqILY6Tah gzWS3dMioG+S3T+luI1AjA== 0000930661-99-001701.txt : 19990726 0000930661-99-001701.hdr.sgml : 19990726 ACCESSION NUMBER: 0000930661-99-001701 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990723 EFFECTIVENESS DATE: 19990723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBIZ PIZZA TIME INC CENTRAL INDEX KEY: 0000813920 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 480905805 STATE OF INCORPORATION: KS FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83691 FILM NUMBER: 99669667 BUSINESS ADDRESS: STREET 1: PO BOX 152077 STREET 2: 4441 W AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75015 BUSINESS PHONE: 2142588507 MAIL ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 23, 1999. Registration No. 333-___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ CEC ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Kansas 48-0905805 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4441 West Airport Freeway 75062 Irving, Texas (Zip Code) (Address of principal executive offices) CEC ENTERTAINMENT, INC. 1997 NON-STATUTORY STOCK OPTION PLAN (Full title of the plan) Richard M. Frank Chairman of the Board and Chief Executive Officer CEC Entertainment, Inc. 4441 West Airport Freeway Irving, Texas 75602 (214) 258-8507 (Name, address and telephone number, including area code, of agent for service) with a copy to: Alan G. Harvey Baker & McKenzie 2001 Ross Avenue, Suite 4500 Dallas, Texas 75201 _________________________ CALCULATION OF REGISTRATION FEE
=========================================================================================================== Proposed maximum Proposed maximum Title of securities to be Amount to be offering price per aggregate offering Amount of registered (1) registered share (2) price (2) registration fee - ----------------------------------------------------------------------------------------------------------- Common Stock, 900,000 Shares $46.34375 $41,709,375 $11,596 par value $.10 per share ===========================================================================================================
(1) Shares of common stock of CEC Entertainment, Inc. (the "Company"), par value $.10 per share (the "Common Stock"), being registered hereby relate to the CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan (the "Plan"). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of the average of the high and low sale prices of the Common Stock on July 20, 1999, as reported on the New York Stock Exchange. INCORPORATION BY REFERENCE The 900,000 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended effective June 24, 1999, to increase the number of shares of Common Stock available for issuance under the Plan. Pursuant to Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8, as filed with Securities and Exchange Commission on November 26, 1997, Registration No. 333-41039, is incorporated by reference herein. Item 8. Exhibits. The following are filed as exhibits to this Registration Statement: Exhibit No. Description - ---------- ----------- 4.1 CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan, as amended (incorporated by reference to Exhibit B to the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission on May 20, 1999). 4.2 Specimen form of certificate representing Common Stock, par value $.10 per share (incorporated by reference to Exhibit 4(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1990). 4.3 Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit A to the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission on May 20, 1999). 4.4 Bylaws of the Company (incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994). 5 Opinion of Baker & McKenzie.* 23.1 Consent of Baker & McKenzie (See Exhibit 5).* 23.2 Consent of Deloitte & Touche LLP.* 24 Power of Attorney (included on the signature page of the Registration Statement).* ________________ * filed herewith SIGNATURES Pursuant to the requirements of the Securities Act, 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 Irving, State of Texas, on July 23, 1999. CEC ENTERTAINMENT, INC. By: /s/ MICHAEL H. MAGUSIAK --------------------------- Michael H. Magusiak President POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Richard M. Frank or Michael H. Magusiak to file one or more amendments (including post- effective amendments) to this registration statement, which amendments may make such changes in this registration statement as each of them deems appropriate, and each such person hereby appoints Richard M. Frank or Michael H. Magusiak as attorney-in-fact to execute in the name and on behalf of the Company and any such person, individually and in each capacity stated below, any such amendments to this registration statement. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - ------------------------- ----- ---- /s/ RICHARD M. FRANK Chairman of the Board of Directors, Chief July 23, 1999 - ------------------------- Executive Officer and Director (Principal Richard M. Frank Executive Officer) /s/ MICHAEL H. MAGUSIAK President and Director July 23, 1999 - ------------------------- Michael H. Magusiak /s/ LARRY G. PAGE Executive Vice President, Chief Financial July 23, 1999 - ------------------------- Officer and Treasurer (Principal Financial Larry G. Page and Accounting Officer) /s/ RICHARD T. HUSTON Executive Vice President and Director July 23, 1999 - ------------------------- Richard T. Huston /s/ TIM T. MORRIS Director July 23, 1999 - ------------------------- Tim T. Morris /s/ LOUIS P. NEEB Director July 23, 1999 - ------------------------- Louis P. Neeb /s/ CYNTHIA I. PHARR Director July 23, 1999 - ------------------------- Cynthia I. Pharr /s/ WALTER TYREE Director July 23, 1999 - ------------------------- Walter Tyree /s/ RAYMOND E. WOOLDRIDGE Director July 23, 1999 - ------------------------- Raymond E. Wooldridge
EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 4.1 CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan, as amended (incorporated by reference to Exhibit B to the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission on May 20, 1999). 4.2 Specimen form of certificate representing Common Stock, par value $.10 per share (incorporated by reference to Exhibit 4(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1990). 4.3 Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit A to the Company's 1999 Proxy Statement filed with the Securities and Exchange Commission on May 20, 1999). 4.4 Bylaws of the Company (incorporated by reference from Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994). 5 Opinion of Baker & McKenzie.* 23.1 Consent of Baker & McKenzie (See Exhibit 5).* 23.2 Consent of Deloitte & Touche LLP.* 24 Power of Attorney (included on the signature page of the Registration Statement).* ________________ * filed herewith EX-5 2 OPINION OF BAKER & MCKENZIE EXHIBIT 5 July __, 1999 CEC Entertainment, Inc. 4441 West Airport Freeway Irving, Texas 75602 Gentlemen: CEC Entertainment, Inc., a Kansas corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers 900,000 shares of common stock, $.10 par value per share ("Common Stock"), of the Company, and such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as the "Securities"). Such Securities are to be issued pursuant to the Company's 1997 Non-Statutory Stock Option Plan (the "Plan"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion we have examined such corporate records, documents and instruments of the Company and such certificates of public officials, have received such representations from officers of the Company, and have reviewed such questions of law as in our judgment are necessary, relevant or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed copies. Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that upon issuance and delivery of the Securities in accordance with the terms and conditions of the Plan, and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plan, the Securities will be legally issued, fully paid and nonassessable shares of Common Stock. Our opinion is limited in all respects to the substantive law of the State of Texas, Federal law and our review of relevant provisions of the General Corporation Code of Kansas as set forth in the unofficial compilation of such law prepared and published by Aspen Law and Business in Volume 4 of its Prentice Hall Law and Business Corporation Statutes series. This firm consents to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Respectfully submitted, BAKER & MCKENZIE EX-23.2 3 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of CEC Entertainment, Inc. on Form S-8 of our report dated March 8, 1999, appearing in the Annual Report on Form 10-K of CEC Entertainment, Inc. for the year ended January 3, 1999. DELOITTE & TOUCHE LLP Dallas, Texas July 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----