As filed with the Securities and Exchange Commission on November 5, 1999
File No. 333-73151
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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
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GT INTERACTIVE SOFTWARE CORP.
(Exact name of registrant as specified in its charter)
Delaware 7372 13-3689915
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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)
Thomas A. Heymann
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
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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,
please check the following box: |_|
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<PAGE>
EXPLANATORY NOTE
GT Interactive Software Corp. (the "Registrant") has filed a Registration
Statement on Form S-3 (Registration No. 333-73151) (the "Registration
Statement") which originally registered 2,503,582 shares of common stock, par
value $0.01 per share, of the Registrant for sale by the selling stockholders
named therein. The offering contemplated by the Registration Statement
terminated on November 5, 1999. 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 November 5,
1999.
GT INTERACTIVE SOFTWARE CORP.
By: /s/ THOMAS A. HEYMANN
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Name: Thomas A. Heymann
Title: Chairman of the Board of
Directors and Chief Executive Officer
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
*
- --------------------------- Chairman Emeritus of the Board November 5, 1999
Joseph J. Cayre of Directors
/s/ JOHN T. BAKER IV President and Chief Operating November 5, 1999
- -------------------------- Financial Officer (Principal
John T. Baker IV Financial and Accounting
Officer)
/s/ THOMAS A. HEYMANN Chairman of the Board of November 5, 1999
- ------------------------- Directors and Chief Executive
Thomas A. Heymann Officer
* Executive Vice President, November 5, 1999
- ------------------------- Director
Jack J. Cayre
*
- ------------------------- Director November 5, 1999
Stanley Cayre
*
- ------------------------- Director November 5, 1999
Steven A. Denning
*
- ------------------------- Director November 5, 1999
William E. Ford
*
- ------------------------- Director November 5, 1999
Jordan A. Levy
*
- ------------------------- Director November 5, 1999
Philip J. Riese
*
- ------------------------- Director November 5, 1999
Alvin N. Teller
*By: /s/ THOMAS A. HEYMANN
-------------------------
Thomas A. Heymann
Attorney-in-Fact
