As filed with the Securities and Exchange Commission on November 3, 1997
Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GT INTERACTIVE SOFTWARE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3689915
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
16 EAST 40TH STREET
NEW YORK, NEW YORK 10016
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(Address of Principal Executive Offices)
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SINGLETRAC ENTERTAINMENT TECHNOLOGIES, INC.
1996 EQUITY INCENTIVE PLAN
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SINGLETRAC 1997/98 EMPLOYEE BONUS PLAN
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(Full Title of the Plans)
RONALD CHAIMOWITZ
16 EAST 40TH STREET
NEW YORK, NEW YORK 10016
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(Name and Address of Agent for Service)
(212) 726-6500
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(Telephone Number, Including Area Code,
of Agent for Service)
COPY TO:
DAVID P. LEVIN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 741,727 $9.125 $6,768,259 $2,051
$.01 par value
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
employee benefit plans in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or other similar
event.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended, based upon the
average of the high and low sales prices for the Common Stock reported on
the Nasdaq National Market on October 28, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
GT Interactive Software Corp. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-27338), filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997, filed pursuant
to Section 13(a) of the Exchange Act;
(c) The Registrant's Current Reports on Form 8-K, dated February 10,
1997 and October 8, 1997, filed pursuant to Section 13(a) of
the Exchange Act; and
(d) The Registrant's Registration Statement on Form 8-A, filed
pursuant to Section 12(g) of the Exchange Act, which contains a
description of the Registrant's Common Stock, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such 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 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby has been
passed upon for the Registrant by Kramer, Levin, Naftalis & Frankel. At
September 30, 1997, certain members of, and persons associated with, such firm
owned an aggregate of 25,662 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary 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)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Amended and Restated Certificate of Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.
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Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.
The Registrant's Amended and Restated Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant to the
fullest extent permitted by the DGCL. The Registrant also maintains liability
insurance for each director and officer for certain losses arising from claims
or charges made against them while acting in their capacities as directors or
officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit
3.1 filed as part of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).
4.2 Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2 filed as part
of the Registrant's Registration Statement on Form S-1,
Registration No. 333-14441).
5 Opinion of Kramer, Levin, Naftalis & Frankel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Kramer, Levin, Naftalis & Frankel (contained
in the opinion filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page of
this Registration Statement).
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Item 9. Undertakings.
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 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.
(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 the 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.
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 Section 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.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 New York, State of New York on this 3rd day of
November, 1997.
GT INTERACTIVE SOFTWARE CORP.
By: /s/ Ronald Chaimowitz
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Name: Ronald Chaimowitz
Title: President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Joseph J. Cayre, Ronald
Chaimowitz and Jack J. Cayre, and each of them, his true and lawful
attorney-in-fact and agent, 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 to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them 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, as amended,
this Registration Statement has been signed by the following persons on November
3, 1997 in the capacities indicated.
Signature Title(s)
/s/ Joseph J. Cayre Chairman of the Board
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Joseph J. Cayre
/s/ Andrew Gregor Senior Vice President, Finance and
- ----------------- Administration, and Chief Financial
Andrew Gregor Officer (Principal Financial and
Accounting Officer)
/s/ Ronald Chaimowitz President, Chief Executive Officer and
- --------------------- Director
Ronald Chaimowitz
/s/ Jack J. Cayre Executive Vice President, Director
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Jack J. Cayre
/s/ Kenneth Cayre Director
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Kenneth Cayre
/s/ Stanley J. Cayre Director
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Stanley J. Cayre
/s/ Steven A. Denning Director
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Steven A. Denning
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/s/ William E. Ford Director
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William E. Ford
/s/ Jordan A. Levy Director
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Jordan A. Levy
/s/ Alvin N. Teller Director
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Alvin N. Teller
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit
3.1 filed as part of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).
4.2 Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2 filed as part
of the Registrant's Registration Statement on Form S-1,
Registration No. 333-14441).
5 Opinion of Kramer, Levin, Naftalis & Frankel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Kramer, Levin, Naftalis & Frankel (contained
in the opinion filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page of
this Registration Statement).
EXHIBIT 5
[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
November 3, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to GT Interactive Software Corp., a Delaware
corporation (the "Registrant"), in connection with the preparation and filing of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 741,727 shares (the "Shares") of common stock, par value $.01 per
share, to be issued pursuant to the SingleTrac Entertainment Technologies, Inc.
1996 Equity Incentive Plan and the SingleTrac 1997/98 Employee Bonus Plan
(together the "Plans").
In connection with the registration of the Shares, we have reviewed
copies of the Registration Statement, the Plans, the Amended and Restated
Certificate of Incorporation and the Amended and Restated By-laws of the
Registrant, and such other documents and records as we have deemed necessary to
enable us to express an opinion on the matters covered hereby. In rendering this
opinion, we have (a) assumed (i) the genuineness of all signatures on all
documents examined by us, (ii) the authenticity of all documents submitted to
us, and (iii) the conformity to original documents of all documents submitted to
us as photostatic or conformed copies and the authenticity of the originals of
such copies; and (b)
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KRAMER, LEVIN, NAFTALIS & FRANKEL
Securities and Exchange Commission
November 3, 1997
Page 2
relied on (i) certificates of public officials and (ii) as to matters of fact,
statements and certificates of officers and representatives of the Registrant.
Based upon the foregoing, we are of the opinion that the Shares covered
by the Registration Statement, following the granting of the options and
restricted stock described in the Plans and upon delivery of such Shares and
payment therefor at the prices and in accordance with the terms stated in the
Plans, will be validly issued, fully paid and non-assessable.
At September 30,1997, certain members of, and persons associated with,
this firm owned an aggregate of 25,662 shares of Common Stock of the Registrant.
Such information is also disclosed in Item 5 of Part II of the Registration
Statement.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in Item 5 of Part II in the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
We are delivering this opinion to the Registrant, and no person other
than the Registrant may rely upon it.
Very truly yours,
/s/ KRAMER, LEVIN, NAFTALIS & FRANKEL
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 7, 1997, included in GT Interactive Software Corp.'s
Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our firm included in this Registration Statement.
/S/ ARTHUR ANDERSEN LLP
New York, New York
October 29, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of GT Interactive Software Corp. relating to the
SingleTrac Entertainment Technologies, Inc. 1996 Equity Incentive Plan and the
SingleTrac 1997/98 Employee Bonus Plan filed with the Securities and Exchange
Commission of our report dated May 10, 1996, with respect to the financial
statements of WizardWorks Group, Inc. (not separately presented in such report),
included in GT Interactive Software Corp.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
/S/ ERNST & YOUNG LLP
Minneapolis, Minnesota
October 31, 1997
