As filed with the Securities and Exchange Commission on December 4, 1998
File No. 333-51645
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Post-Effective
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
GT INTERACTIVE SOFTWARE CORP.
(Exact name of registrant as specified in its charter)
Delaware 7372 13-3689915
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
417 Fifth Avenue,
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
417 Fifth Avenue,
New York, New York 10016
(212) 726-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------------
Copies to:
David P. Levin, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
---------------------------------
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,
please check the following box: [ ]
================================================================================
<PAGE>
EXPLANATORY NOTE
GT Interactive Software Corp. (the "Registrant") has filed a Registration
Statement on Form S-3 (Registration No. 333- 51645) (the "Registration
Statement") which originally registered 487,026 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 December 4, 1998. 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.
<PAGE>
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 December 4,
1998.
GT INTERACTIVE SOFTWARE CORP.
By: /s/ Ronald Chaimowitz
---------------------
Name: Ronald Chaimowitz
Title: Chairman of the Board of Directors
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.
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Joseph J. Cayre Chairman Emeritus of the Board December 4, 1998
- ---------------------- of Directors
Joseph J. Cayre
/s/ Andrew Gregor Senior Vice President, Finance December 4, 1998
- ---------------------- and Administration, and Chief
Andrew Gregor Financial Officer (Principal
Financial and Accounting Officer)
/s/ Ronald Chaimowitz Chairman of the Board of December 4, 1998
- ---------------------- Directors and Chief Executive
Ronald Chaimowitz Officer
/s/ Jack J. Cayre Executive Vice President, Director December 4, 1998
- ----------------------
Jack J. Cayre
/s/ Stanley Cayre Director December 4, 1998
- ----------------------
Stanley Cayre
/s/ Steven A. Denning Director December 4, 1998
- ----------------------
Steven A. Denning
<PAGE>
/s/ William E. Ford Director December 4, 1998
- ----------------------
William E. Ford
/s/ Jordan A. Levy Director December 4, 1998
- ----------------------
Jordan A. Levy
/s/ Alvin N. Teller Director December 4, 1998
- ----------------------
Alvin N. Teller
/s/ Philip J. Riese Director December 4, 1998
- ----------------------
Phillip J. Riese
