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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1997
REGISTRATION NO. 333-14441
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment
No. 2 on Form S-3
to
Form S-1
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)
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<S> <C> <C>
DELAWARE 7372 13-3689915
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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16 EAST 40TH STREET,
NEW YORK, NEW YORK 10016
(212) 726-6500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RONALD CHAIMOWITZ,
16 EAST 40TH STREET,
NEW YORK, NEW YORK 10016
(212) 726-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
DAVID P. LEVIN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box: [ ]
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EXPLANATORY NOTE
GT Interactive Software Corp. (the "Registrant") has filed a Registration
Statement on Form S-3 (Registration No. 333-14441) (the "Registration
Statement") which originally registered on Form S-1 3,458,375 shares of common
stock, par value $0.01 per share, of the Registrant for sale by certain selling
stockholders. The offering contemplated by the Registration Statement terminated
on July 10, 1997. Pursuant to the undertaking contained in the Registration
Statement, the Registrant is hereby filing this post-effective amendment to
deregister such number of shares originally registered by the Registration
Statement as remained unsold as of the termination of the offering.
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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-3 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of New York, State of New York, on July 10, 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 his true and lawful attorney-in-fact and agent, each acting alone,
with full powers 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, each acting alone,
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, 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 or amendment has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE(S) DATE
- ------------------------------------- ---------------------------------------- ---------------
<C> <S> <C>
/s/ JOSEPH J. CAYRE Chairman of the Board July 10, 1997
- -------------------------------------
Joseph J. Cayre
/s/ ANDREW GREGOR Senior Vice President, Finance and July 10, 1997
- ------------------------------------- Administration, and Chief Financial
Andrew Gregor Officer (Principal Financial and
Accounting Officer)
/s/ RONALD CHAIMOWITZ President, Chief Executive Officer July 10, 1997
- ------------------------------------- and Director
Ronald Chaimowitz
/s/ JACK J. CAYRE Executive Vice President, Director July 10, 1997
- -------------------------------------
Jack J. Cayre
/s/ KENNETH CAYRE Director July 10, 1997
- -------------------------------------
Kenneth Cayre
/s/ STANLEY CAYRE Director July 10, 1997
- -------------------------------------
Stanley Cayre
/s/ STEVEN A. DENNING Director July 10, 1997
- -------------------------------------
Steven A. Denning
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<CAPTION>
SIGNATURE TITLE(S) DATE
- ------------------------------------- ---------------------------------------- ---------------
<C> <S> <C>
/s/ WILLIAM E. FORD Director July 10, 1997
- -------------------------------------
William E. Ford
/s/ JORDAN A. LEVY Director July 10, 1997
- -------------------------------------
Jordan A. Levy
/s/ ALVIN N. TELLER Director July 10, 1997
- -------------------------------------
Alvin N. Teller
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