UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLANET HOLLYWOOD INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 59-3283783
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8669 Commodity Circle, Orlando, Florida 32819, (407) 363-7827
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Scott E. Johnson, Esq., General Counsel, 8669 Commodity Circle,
Orlando, Florida 32819, (407) 345-5300
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
William J. Whelan, III, Esq., Cravath, Swaine & Moore,
825 Eighth Avenue, New York, NY 10019, (212) 474-1000
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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, other than securities offered only in connection
with dividend or interest reinvestment plans, 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. [ ]
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a) may determine.
<PAGE>
Prospectus
[LOGO]
Planet Hollywood International, Inc.
10,000,000 Shares
Class A Common Stock
This prospectus relates solely to the offer and sale by one of our
stockholders of up to 10,000,000 shares of our Class A Common Stock. We
will not receive any of the proceeds from the resale of these shares by the
selling stockholder.
We have entered into a registration rights agreement with the
selling stockholder pursuant to which we have filed a registration
statement (of which this prospectus is a part) covering the sale by the
selling stockholder of the shares offered under this prospectus.
The selling stockholder may offer these shares for sale in minimum
transactions of 1,000,000 shares only through privately negotiated
transactions in accordance with the restrictions set forth in the
registration rights agreement.
Our common stock is traded on the NYSE under the symbol "PHL." On
January 15, 1999, the closing price for our common stock as reported by
the NYSE was $3.00 per share.
Consider carefully the risk factors beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of
these securities or passed on the adequacy or
accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is January 19, 1999.
<PAGE>
TABLE OF CONTENTS
The Company.....................................................1
Risk Factors....................................................4
Where You Can Find More Information............................11
Incorporation of Certain Documents
By Reference...................................................11
Note Regarding Forward-Looking
Statements.....................................................12
Use of Proceeds................................................12
Selling Stockholder............................................12
Plan of Distribution...........................................13
Legal Matters..................................................14
Experts........................................................14
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in
this prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by us, the selling
stockholder or by any other person. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other
than the shares offered hereby, nor does it constitute an offer to sell or
a solicitation of an offer to buy any of the shares offered hereby to any
person in any jurisdiction in which such offer or solicitation would be
unlawful. Neither the delivery of this prospectus nor any sale made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any date after the date
hereof.
<PAGE>
THE COMPANY
As used in this prospectus, the terms "we", "us" and "our" refer to
Planet Hollywood International, Inc. and its consolidated subsidiaries for
the period after January 1, 1995 and to Planet Hollywood Inc., Planet
Hollywood Ltd. and combined entities for all periods before January 1,
1995. References to a fiscal year refer to the year ending on the Sunday
closest to December 31 of each year.
In General
We are a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of
movies, sports and other entertainment-based themes. To date, we have
promoted our brands primarily through the operation of theme restaurants,
most notably Planet Hollywood and the Official All Star Cafe. During fiscal
1997, more than 20 million people visited our 53 company-owned and 34
franchised restaurant units located in 29 countries throughout the world.
We had revenues and net income in fiscal 1997 of approximately $475.1
million and $8.3 million, respectively.
An important part of our strategy is to promote our brands through
the active involvement as stockholders of some of the world's most famous
movie stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce
Willis, Demi Moore and Whoopi Goldberg, and sports stars, including Andre
Agassi, Wayne Gretzky, Ken Griffey, Jr., Joe Montana, Shaquille O'Neal,
Monica Seles and Tiger Woods.
We recently unveiled our third restaurant theme concept, a tribute
to the world of live music, under the brand name "Sound Republic." In June
1998, we announced that we had joined forces with MTV: Music Television, a
division of Viacom, Inc., to help promote and develop the Sound Republic
brand. Our first unit in Leicester Square in London held its grand opening
to the public on October 17, 1998. This restaurant features live
performances by a broad range of musical artists, both in a connected club
facility and in an integrated stage area within the restaurant itself.
Our theme restaurants are characterized by distinctive design
features and are generally located at high profile sites or in major
tourist markets. Units generally range in size from approximately 12,000 to
36,000 square feet and in seating capacity from 230 to 600 persons, and
offer high-quality, popular cuisine, attentive service and an atmosphere of
excitement created by combining unique layouts and decor with
custom-designed videos and audio soundtracks. Units prominently display
celebrity memorabilia and offer merchandise. Sales of merchandise yield
higher operating margins than do food and beverage sales and provide
additional off-site promotion and retail distribution opportunities for our
brands.
Our strategy is to capitalize on our brand recognition across a
wide range of businesses in addition to theme restaurants. Accordingly, we
have embarked upon several strategic ventures in movie theaters, lodging
and consumer products. These ventures, which we are generally developing in
association with other companies that are leaders in their respective
industries, include the following:
<PAGE>
* Planet Movies by AMC. We have formed a 50/50 joint venture with
AMC Entertainment, Inc., one of the nation's leading motion picture
exhibitors, that will develop, own and operate a series of
multi-screen, movie theater megaplexes under the brand name Planet
Movies by AMC. Each megaplex facility will feature as many as 30
screens and a dramatically designed entertainment center that will
include restaurants, including in most facilities a Planet
Hollywood unit and/or an Official All Star Cafe unit, as well as
various refreshment and merchandise kiosks. The first Planet Movies
by AMC multi-screen megaplex, which we expect to open in the Summer
of 1999 near Columbus, Ohio, will occupy approximately 160,000
square feet with total seating capacity for approximately 6,000
persons. This initial megaplex will include an approximately 7,500
square foot Planet Hollywood restaurant and a similar sized
Official All Star Cafe restaurant, each with its own merchandise
store, and various refreshment kiosks.
* Official All Star Hotel. In the Fall of 1997, we acquired a 20%
equity interest in a joint venture with Vornado Realty Trust. The
joint venture has acquired the Hotel Pennsylvania, a 20-story,
1,700-room hotel located directly opposite the entrance to New York
City's famed Madison Square Garden. While continuing its normal
operations, the hotel is intended to be renovated and renamed the
Official All Star Hotel. The joint venture expects that the
renovated guest rooms and common areas will feature theming that
celebrates the world of sports, including memorabilia from our
sports celebrity stockholders and other prominent athletes and
sports legends. It is expected that the hotel will also contain
approximately 400,000 square feet of rentable retail space. In
addition to participation in the hotel's profits through our 20%
equity interest in the joint venture, we will receive license fees
for the use of the Official All Star name and logo.
* Planet Hollywood Hotel. We have acquired a 20% equity interest in
a joint venture with several prominent real estate developers to
construct and own a 50-story, 560-room, movie-themed hotel at the
intersection of Broadway and 47th Street in New York City's Times
Square redevelopment area. We expect the new Planet Hollywood Hotel
to be characterized by striking, modern decor and to include motion
picture memorabilia from our collection. Upon its completion the
hotel will also become the site for a new company-owned Planet
Hollywood flagship restaurant with seating for more than 400
patrons that will replace our existing restaurant on West 57th
Street in New York City. In addition to participation in the
hotel's profits through our 20% equity interest in the joint
venture, we will receive license fees for the use of the Planet
Hollywood name and logo.
* Cool Planet Ice Cream. We plan to develop and open Cool Planet
ice cream and dessert units that will feature Cool Planet ice cream
products. The units generally will range in size from 800 to 1,400
square feet, will have counter service and a small table seating
area and will feature unique decor derived from the Planet
Hollywood theme concept. Cool Planet ice cream will be added to the
menu in our Planet Hollywood restaurants and is anticipated to be
sold in Planet Movies by AMC megaplexes. During the Summer and Fall
of 1998, we opened our first three Cool Planet units in Santa
Monica, Irvine and Anaheim, California. In June 1998, we announced
that we entered into an agreement with Host Marriott Services
Corporation, the nation's largest travel and entertainment
concessionaire, to form a joint venture that will develop up to ten
Cool Planet locations in select airports, travel plazas and mall
locations.
Other Recent Developments
On March 25, 1998, we issued $250.0 million of our 12% Senior
Subordinated notes due 2005. Interest on the notes is payable semi-annually
on April 1 and October 1 of each year. The documents governing the notes
contain certain covenants which, among other things, limit our ability to
issue additional debt and preferred stock, pay dividends and sell assets.
In July 1998, we retained Goldman Sachs & Co. to join Bear Stearns
& Co., Inc., who we had retained five months earlier, in connection with a
review of our financial and strategic alternatives designed to maximize
long-term stockholder value.
<PAGE>
On July 27, 1998, we appointed William H. Baumhauer to the position
of President and Chief Operating Officer. Robert Earl will continue as our
Chief Executive Officer.
On September 17, 1998, at a regular meeting of the our Board of
Directors, the Board of Directors increased the number of directors from 9
to 10, and elected William Baumhauer to fill such vacancy. Mr. Baumhauer
will serve as a Class I director and his term will expire in 2000. In
addition, the Board of Directors expanded our Audit Committee from 4 to 5
members, consisting of Claudio Gonzalez, Michael Montague (new member), Ong
Beng Seng, Isadore Sharp and Michael Tarnopol. Finally, the Board of
Directors elected Robert Earl, Michael Montague (new member) and Isadore
Sharp to serve as members of our Compensation Committee.
Effective November 10, 1998, Keith Barish resigned as Chairman of
our Board of Directors. At a special Board of Directors meeting held on
November 10, 1998, our Board of Directors elected Robert Earl to serve as
the new Chairman. Mr. Barish remains as a member of our Board of Directors.
In November and December of 1998, we reduced our overhead staff by
approximately 70 employees in our corporate offices worldwide in an effort
to cut down our general and administrative expenses.
Effective December 8, 1998, we amended our existing $65.0 million
multi-currency revolving credit facility and $35.0 million LIBOR-based
leveraged lease facility with SunTrust Bank, Central Florida, N.A. and
other lenders. The revolving credit portion of the old credit facility has
been terminated and the credit facility now provides for a $35.0 million
LIBOR-based leveraged lease facility and up tp $2.0 million coverage under
an interest rate swap arrangement which provides hedging against interest
rate movements under the leveraged lease facility. Interest rates are
variable, with either prime or LIBOR indexes. The credit facility matures
on June 30, 1999. Principal payments under the leveraged lease facility
were or are required in the amounts of (a) $10.0 million by December 8,
1998, (b) $12.5 million by March 31, 1999 and (c) the balance by June 30,
1999. We are also required to commence marketing both our headquarters
property and the New York property underlying the leveraged lease and if
such properties are sold, the proceeds will be applied as additional
principal payments. Our obligations under the credit facility are
guaranteed by each of our material subsidiaries and will be secured by a
pledge of our stock in our subsidiaries and a mortgage of our executive
office building. A copy of the credit facility is filed as an exhibit to
the registration statement of which this prospectus is a part. See "Risk
Factors - We are Subject to Restrictive Debt Covenants and There Is A Risk
of Noncompliance" beginning on page 5 for a description of our prior
noncompliance with certain financial covenants under the old credit
facility.
We and a subsidiary of Aladdin Gaming Holdings, LLC previously
announced an intention to form a joint venture to construct, own and
operate a music-themed hotel, casino and entertainment center based on our
Sound Republic brand in Las Vegas, Nevada. In September 1998, Aladdin
announced that it had not yet concluded its negotiations with us concerning
such project and that it intended to pursue other prospective joint venture
partners, however Aladdin did state that it would renew discussions with us
if and when it was appropriate. In December 1998, Aladdin informed us that
it does not expect to renew such negotiations or pursue the project with
us.
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We are a Delaware corporation and our principal executive offices
are located at 8669 Commodity Circle, Orlando, Florida 32819. Our telephone
number is (407) 363-7827.
<PAGE>
RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully review the information set forth below, as well as
other information appearing elsewhere in this prospectus, before making an
investment in our common stock. The following are the most significant risk
factors that we believe are material to investors who purchase or own our
common stock.
Our Large Amount of Debt May Limit Our Ability To Operate Our
Business. As of our third fiscal quarter ended September 27, 1998, our
indebtedness totaled approximately $258.9 million. At that date, our
stockholders' equity was approximately $327.0 million. Subject to certain
restrictions contained in the documents governing the notes, we may incur
additional indebtedness from time to time. As a consequence of the
indebtedness represented by the notes and indebtedness incurred pursuant to
the credit facility:
o a substantial portion of our cash flow from operations
must be dedicated to debt service and will not be
available for other purposes,
o our ability to obtain additional debt financing in the
future for working capital, capital expenditures or
acquisitions may be limited and
o our flexibility to react to changes in the industry and
changing business and economic conditions may be
limited.
Our ability to pay interest on the notes and to satisfy our other
debt obligations will depend upon our future operating performance, which
may be affected by prevailing economic conditions and financial, business
and other factors, many of which are beyond our control. We currently
anticipate that our operating cash flow will be sufficient to meet our
operating expenses and to service our debt obligations as they become due.
If we are unable to service our indebtedness, we will be forced to adopt
one or more other strategies that may include actions such as reducing or
delaying capital expenditures, selling assets, restructuring or refinancing
our indebtedness or seeking additional equity capital. You cannot be sure
that any of these strategies could be effected on satisfactory terms, if at
all.
We Have Experienced Increasing Declines In "Same Unit" Revenues And
May Continue To Experience Such Declines. We operate in an increasingly
competitive environment with numerous competing themed restaurants entering
many of our existing markets and, as we continue to expand into smaller
markets, revenues of company-owned units have declined on a "same unit"
basis:
Approximate Decline in
Comparable Period "Same Unit" Revenues
Fiscal 1997 to Fiscal 1996 11%
1st Quarter Fiscal 1998 to 1st Quarter Fiscal 1997 13%
2nd Quarter Fiscal 1998 to 2nd Quarter Fiscal 1997 17%
3rd Quarter Fiscal 1998 to 3rd Quarter Fiscal 1997 20%
Although we are undertaking several initiatives to improve our
performance, you cannot be sure that these initiatives will be successful
and that "same unit" revenues will not continue to decline. In addition,
during the initial six to twelve months following its opening, a new unit
typically realizes higher revenues than in subsequent periods of operation.
The first six months of a unit's operations are not included in the "same
unit" analysis.
In fiscal 1997, 18 of our 53 company-owned units were included in
the "same unit" analysis and we expect 26 units to be included in fiscal
1998. Our franchised units also have experienced declines in "same unit"
revenues and you cannot be sure that "same unit" revenues for such units
will not continue to decline.
<PAGE>
If We Cannot Respond to Consumer Tastes and Other Competitive
Factors, Our Stock Price Could Be Adversely Affected. Our ability, or
inability, to respond to various competitive factors affecting the
restaurant, retail and motion picture industries may have an effect on the
market price of our common stock.
The restaurant and retail merchandising industries are affected by
changes in consumer tastes and by international, national, regional and
local economic conditions and demographic trends. Discretionary spending
priorities, traffic patterns, tourist travel, weather conditions, employee
availability and the type, number and location of competing restaurants,
among other factors, also directly affect the performance of our units.
Changes in any of these factors in the markets where we currently operate
units could adversely affect our results of operations. Moreover, the theme
restaurant industry is relatively young, is particularly dependent on
tourism and has seen the emergence of a number of new competitors. The
restaurant and retail merchandising industries are highly competitive based
on the type, quality and selection of the food or merchandise offered,
price, service, location and other factors. Many well-established companies
with greater financial, marketing and other resources and longer operating
histories than us compete with us in many markets. In addition, some
competitors have design and operating concepts similar to ours. You cannot
be sure that we will be able to respond to various competitive factors
affecting the restaurant and retail industries.
The motion picture exhibition industry is affected by a number of
factors, including the availability of desirable motion pictures and their
performance in the exhibitors' markets. Poor performance of, or disruption
in the production of or access to, motion pictures could adversely affect
the performance of the Planet Movies by AMC joint venture. In addition,
were the joint venture to experience poor relationships with one or more
major motion picture distributors, its business could be adversely
affected. The joint venture will be subject to competition with other
exhibitors in obtaining films, attracting patrons and securing new theater
sites. In addition, the joint venture's theaters will face competition from
a number of non-theatrical motion picture delivery systems, such as pay
television, pay-per-view and home video systems, and from other forms of
entertainment that compete for the public's leisure time and disposable
income.
We Are Subject To Restrictive Debt Covenants Which, If Not
Complied With, Could Limit Our Ability To Operate Our Business. The credit
facility and the documents governing the notes contain a number of
customary representations and warranties, affirmative covenants and
restrictive covenants that, among other things, limit our indebtedness,
liens, guarantee obligations, mergers, sales of assets, leases, dividends
and other payments in respect of our capital stock, capital expenditures,
investments, optional payments and modifications of subordinated and other
debt instruments, transactions with affiliates, sale leasebacks and
negative pledge arrangements.
The credit facility contains certain financial covenants including,
but not limited to, minimum interest coverage and maximum leverage and
customary events of default, including nonpayment of principal, interest or
fees, material inaccuracy of representations and warranties, violation of
covenants, cross-default, bankruptcy events, material judgments, ERISA,
actual or asserted invalidity of collateral documents and a change of
control.
Under the terms of the old credit facility, we were also required
to meet certain minimum quarterly net worth, interest coverage and various
other financial ratios. As a result of operating losses experienced through
the third quarter of fiscal 1998, we were not in compliance with two of the
financial covenants as of September 27, 1998. In December 1998, the lenders
amended the old credit facility, modified certain financial covenants and
waived our violation retroactively to September 27, 1998.
If we are unable to comply with the covenants of the credit
facility (as amended) or the notes, there would be a default under our
existing agreements. Such a default, if not waived, would require us to
adopt one or more other strategies that may include actions such as
reducing or delaying capital expenditures, selling assets, restructuring or
refinancing our indebtedness or seeking additional equity capital. You
cannot be sure that we could effect any of these strategies on satisfactory
terms, if at all.
We Have Continuing Obligations Due To Our Participation In Joint
Ventures, Which May Limit Our Ability To Operate Our Business. We have
begun, and we intend to continue, investing a substantial portion of the
proceeds of our March 1998
<PAGE>
$250.0 million subordinated notes offering in, and we will have continuing
obligations to, entities that are not wholly owned or controlled by us,
including the joint venture vehicles for:
(1) Planet Movies by AMC,
(2) the Official All Star Hotel and
(3) the Planet Hollywood Hotel.
In addition, we may incur obligations to third parties under
guarantees of indebtedness and other obligations of various joint venture
entities. Certain of these entities have incurred and, in the future, may
incur indebtedness that contains terms limiting or prohibiting the payment
of dividends or distributions to the equity investors in such entities
(including us). In addition, because we do not control distributions by
these entities, there can be no assurance that, even if funds were
available for distribution by these entities, we will receive any
distributions from these entities.
There Is A Risk That Our New Ventures Will Not Succeed Or May Not
Continue As Planned. Our new Sound Republic concept and our various new
strategic ventures are unproven. We cannot assure you that Sound Republic
or any new strategic venture pursued by us will be successful or that any
such strategic venture will contribute to our revenues and cash flow. Our
Official All Star Cafe theme concept remains in a relatively early stage of
development and has not yet met our original expectations. In light of
Aladdin's recent announcements regarding the failure to conclude
negotiations with us concerning a Las Vegas hotel/casino project, it is
very likely that such venture will not be pursued. See "The Company - Other
Recent Developments" beginning on page 3 for a description of why such
venture will not likely be pursued.
Furthermore, in connection with Mr. Baumhauer's appointment as our
President and Chief Operating Officer, all of our activities and strategic
initiatives are being reviewed in connection with an attempt to identify
opportunities for cost savings and increased operating efficiencies. Such
cost saving opportunities will include us seeking additional joint venture
partners for, or the divestiture of, certain activities or ventures,
including the Official All Star Hotel and our Sound Republic and Official
All Star Cafe concepts. You cannot be sure, therefore, that any of our
concepts or ventures will continue as planned.
We Have Experienced Strains On Our Management Because Of Past Rapid
Growth And There Are Continued Risks Associated With Our Ability To Manage
Growth. We have experienced substantial growth in a relatively short period
of time, including an increase in the number of company-owned and
franchised units. This rapid rate of growth has imposed, and our new Sound
Republic concept and strategic ventures may continue to impose, significant
strains on our management. Our failure to adequately manage our growth, or
unexpected difficulties encountered during expansion of our activities,
could have a material adverse impact on our results of operations and
financial condition.
Currency, Political And Other Risks Associated With Our
International Operations Could Negatively Impact Our Business. We may
experience adverse results in our foreign operations and you cannot be sure
that significant currency fluctuations will not adversely affect our
reported results. Our international commercial activities may also be
limited or disrupted by the imposition of government controls, unique
license requirements, political instability, trade restrictions, changes in
tariffs or taxes, regional economic conditions (such as currently in Asia),
currency fluctuations and changes, and difficulties in staffing and
managing such complexities.
In fiscal 1997, revenues from foreign units constituted
approximately $140.2 million (or 29%) of our total revenues:
o Revenues from company-owned units outside the United
States--approximately 25% of total revenues.
o Royalties and initial franchise fees from foreign
franchised units-- approximately 4% of total revenues.
Foreign operations present risks that are different than those
encountered in North America, including potential political, social and
economic instability (such as the recent turmoil in Asia and Russia where a
total of 14 of our franchised units are located, and the recent bombing of
a franchised
<PAGE>
unit in South Africa). Uncertain economic conditions in certain foreign
markets also may adversely affect the operating results of franchised units
in those markets as well as the collectibility of receivables from those
units.
In addition, our international operations expose us to fluctuations
between the U.S. dollar, which is the reporting currency in our financial
statements, and the local currencies in which units outside the United
States transact business and on which royalties from franchises located
outside the United States are based. We have not historically engaged in
any significant hedging activities with respect to our non-U.S. dollar
operations.
Four Stockholders Control A Substantial Amount Of Our Stock And
May, Therefore, Influence Our Affairs. Three of our directors, including
the selling stockholder, and Kingdom Planet Hollywood, Ltd. beneficially
own the percentages of our outstanding common stock set forth in the
following table. Information concerning the named individuals has been
summarized from our most recent proxy statement on file with the SEC, a
document which is incorporated by reference into this prospectus. We refer
you to such proxy statement for a more detailed description of these stock
holdings.
Approximate Percentage
Beneficially Owned
Person/Entity and Position Prior to this Offering
- -------------------------- ----------------------
Robert Earl - Chief Executive Officer, 23%
Chairman of the Board and Director
Keith Barish - Director, selling stockholder 23%
Ong Beng Seng - Director 13%
Kingdom Planet Hollywood, Ltd. 16%
Accordingly, until there is a substantial decrease in the
percentage of the outstanding shares of common stock held by such
stockholders, they will continue to have significant influence over our
affairs, and if they choose to act together, will be able to elect all the
members of our Board of Directors and influence significantly the approval
of important corporate transactions and other matters requiring stockholder
approval without the approval of minority stockholders.
Exposure Of Our Brands, And Possibly Our Revenues, Could Decrease
If Direct Merchandise Sales Do Not Continue. During the past two fiscal
years, we have sold various items of our branded merchandise directly to
specialty and other retailers with a worldwide distribution and marketing
presence to increase the exposure of our brands to consumers. Direct sales
of merchandise have generally been made on an opportunistic basis and you
cannot be sure that such direct sales, if any, will continue at historical
levels.
Our Stock Price Could Be Adversely Affected By Sales Of
Unregistered Shares Or Other Shares Eligible For Future Sale. Sales of
substantial amounts of previously unregistered shares of our common stock
in the public market, or the perception that such sales could occur, could
adversely affect prevailing market prices of our common stock.
At January 1, 1999, we had approximately 97,221,632 shares of
common stock outstanding. Of the shares of common stock currently
outstanding, we estimate that there are approximately 43,000,000
unregistered shares of common stock outstanding, excluding the registered
shares, some of which may be freely traded or may be traded under certain
volume and other restrictions set forth in Rule 144 promulgated under the
Securities Act. In some circumstances, Mr. Barish may sell up to 1,000,000
additional shares of our common stock not offered by this prospectus
pursuant to Rule 144 under the Securities Act. See "Plan of Distribution"
below for a further description of this right.
<PAGE>
We have reserved the following shares of our common stock for
issuance pursuant to the following stock plans:
1995 Stock Award and Incentive Plan 7,000,000 shares
1995 Celebrity Stock Award and Incentive Plan 6,000,000 shares
Employee Stock Purchase Plan 2,000,000 shares
At December 23, 1998, approximately 9,168,000 shares were subject
to outstanding options with a weighted average exercise price of
approximately $7.82 per share. Since both of the incentive plans have been
registered on Form S-8 with the SEC, shares of our common stock issued in
conjunction with the incentive plans are generally eligible for sale in the
open market.
We cannot predict what effect, if any, sales of shares of our
common stock under Rule 144 or otherwise, or the future availability of
such shares for sale, will have on the market price of our common stock.
Our Business Has Been Subject To Fluctuations In Quarterly Results
And Continued Fluctuations Could Negatively Impact Our Stock Price. The
market price of our common stock could be subject to wide fluctuations in
response to quarterly variations in operating results. Revenues and results
of operations are difficult to predict and may fluctuate substantially from
quarter to quarter. As we enter new markets and develop new concepts,
quarterly results may fluctuate more significantly. Moreover, as a result
of the revenues associated with each new company-owned unit and the
recognition of franchise fees, the timing of new unit openings may result
in significant fluctuations in quarterly results. In addition, our revenues
have generally been seasonal due to the greater number of tourists who
patronize our units during the summer and year-end holiday seasons.
Although units in certain locations are affected by different seasonal
influences, we have historically experienced our strongest operating
results from June through August. You cannot be sure, however, that such
trend will continue.
Our Stock Price Has Been, And May Continue To Be Subject To Large
Price Swings Which We May Or May Not Be Able To Control. Companies such as
ours, involved in the theme restaurant industry, have experienced
substantial price volatility in the market prices of their stock, and such
volatility may continue to occur in the future. Additionally, the stock
market has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies. These broad market fluctuations may adversely affect the market
price of our common stock. In addition to such broad market fluctuations,
factors such as the following may have a significant effect on the market
price of our common stock:
o fluctuations in our operating results,
o announcements of new ventures or products by us or our
competitors,
o the perception by others of our ability to obtain any
new financing necessary,
o public perception as to the viability of products
developed by us or our competitors,
o changes in analysts' recommendations regarding us and
o general market conditions.
We Have Previously Entered Into Transactions With Related Parties
Which May Pose Potential Conflicts of Interest. Certain related party
transactions between us and some of our directors and principal
stockholders may involve inherent conflicts of interest. In the past, we
have entered into business transactions with certain of our principal
stockholders, and may continue to enter into such transactions in the
future. We have no current plans to enter into any additional related party
transactions and our policy is not to enter into transactions with related
persons unless
<PAGE>
the terms thereof are at least as favorable to us as those that could be
obtained from unaffiliated third parties and/or are approved by a majority
of our disinterested directors.
There Is A Risk That The Value Of Our Trademarks And Other
Proprietary Rights Could Be Diminished By Improper Use By Others. We
believe that our trademarks and other proprietary rights are important to
our success and our competitive position. Accordingly, we devote
substantial resources to the establishment and protection of our trademarks
and proprietary rights. However, the actions taken by us to establish and
protect our trademarks and other proprietary rights may be inadequate to
prevent imitation of our products by others or to prevent others from
claiming violations of their trademarks and proprietary rights by us.
We May Not Be Able To Retain Our Founding Stockholders And Key
Executives. Our success has depended to a significant extent upon the
contributions of two of our founding and principal stockholders:
Position Expiration of Current Term
Name (other than stockholder) of Employment Agreement
Robert Earl Chief Executive Officer, December 2001
Chairman of the Board and
Director
Keith Barish Director No Current Agreement
Mr. Barish resigned as Chairman of the Board of Directors effective
November 10, 1998. Mr. Barish, who will continue as a director, cited the
recent addition of William Baumhauer as a timely opportunity for him to
step down as Chairman. The Board has subsequently elected Robert Earl to
serve as our Chairman of the Board of Directors. In connection with his
resignation, Mr. Barish terminated his employment agreement with us. You
cannot be sure that Mr. Barish will remain as one of our Directors.
We also believe that our ability to successfully implement our
business strategy and operate profitably depends on the continued
employment of our senior management team led by William Baumhauer, our
President, Chief Operating Officer and a Director. Mr. Baumhauer's
employment agreement with us expires in July 2001.
In the event of any of these individuals' or any of the other
senior executives' departure from us, you cannot be sure that we would be
able to attract or retain suitable successors. Any such departure could
materially adversely affect us. For example, pursuant to certain of our key
contractual arrangements, including the lease for the Planet Hollywood unit
in Orlando, Florida, upon the death, physical or mental incapacitation or
retirement of Mr. Earl, we may lose certain of the substantial benefits
that have contributed to our success or that are expected to contribute to
any of our future growth. We have obtained a $25 million key man life
insurance policy covering Mr. Earl, but you cannot be sure that the
coverage provided by such policy will be sufficient to compensate us for
the loss of Mr. Earl's services. Our future success will depend, in part,
on our continuing ability to attract, retain and motivate qualified
personnel.
Our Failure, Or The Failure of Entities That Do Business With Us,
To Be Year 2000 Compliant Could Negatively Impact Our Business. Year 2000
compliance is the ability of computer hardware and software to respond to
the problems posed by the fact that computer programs have traditionally
been written using two digits rather than four to define the applicable
year. As a consequence, unless modified, computer systems will not be able
to differentiate between the year 2000 and 1900. Failure to address this
problem could result in system failures and the generation of erroneous
data. In 1997, we assessed our own year 2000 compliance and, based on such
assessment, we expect to upgrade our critical computer systems to make them
year 2000 compliant before the end of fiscal 1999 without material
expenditures. We may, however, be adversely affected to the extent that
other entities that do business with us, particularly credit card
processors, are unable to achieve year 2000 compliance on a timely basis.
<PAGE>
We Are Subject To Extensive Government Regulation Which Could
Negatively Impact Our Business. The restaurant industry and, to a lesser
extent, the retail merchandising industry, are subject to numerous Federal,
foreign, state and local government regulations, including those relating
to:
* the preparation and sale of food * the sale of alcoholic
beverages
* building and zoning requirements * sanitation
* environmental protection * relationships with
employees
* minimum wage requirements * unemployment
* overtime * workers' compensation
* working and safety conditions * citizenship requirements
Any change in the current status of such regulations, including an increase
in the minimum wage, employee benefit costs, workers' compensation
insurance rates or other costs associated with employees, could
substantially increase our compliance and labor costs.
We may also be subject in certain states to "dram-shop" statutes,
which generally provide a person who is injured by an intoxicated person
the right to recover damages from an establishment that wrongfully served
alcoholic beverages to the intoxicated person.
Our Charter Documents And Delaware Law May Inhibit A Takeover. In
certain circumstances, the fact that corporate devices are in place that
will inhibit or discourage takeover attempts could reduce the market value
of our common stock. Our certificate of incorporation and bylaws contain
certain provisions that may discourage other persons from attempting to
acquire control of us. These provisions include, but are not limited to:
o a staggered Board of Directors,
o the authorization of the Board of Directors to issue
shares of undesignated preferred stock in one or more
series without the specific approval of the holders of
our common stock,
o the establishment of advance notice requirements for
director nominations and actions to be taken at annual
meetings and
o the requirement that two-thirds of the stockholders
eligible to vote are required to approve any change to
the bylaws or certain provisions of the restated
certificate.
In addition, our certificate of incorporation and the bylaws permit
special meetings of the stockholders to be called only by our Chief
Executive Officer or upon the request of a majority of the Board of
Directors, and deny stockholders the ability to call such meetings. Such
provisions, as well as the provisions of Section 203 of the Delaware
General Corporation Law (to which we are subject), could impede a merger,
consolidation, takeover or other business combination involving us or
discourage a potential acquiror from making a tender offer or otherwise
attempting to obtain control of us.
The Fact That We Do Not Expect To Pay Dividends May Lead To
Decreased Prices For Our Stock. We have never paid cash dividends on our
common stock and we do not anticipate paying any cash dividends in the
foreseeable future. In addition, the credit facility and the documents
governing the notes contain restrictions on our ability to declare and pay
cash dividends. Accordingly, any future determination to pay cash dividends
would be subject to such restrictions
<PAGE>
and would be dependent upon our financial condition, results of operations,
capital requirements and such other factors as our Board of Directors deems
relevant.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, therefore, file reports, proxy
statements and other information with the SEC. You can inspect and copy all
of this information at the Public Reference Room maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains a web site that contains
reports, proxy statements and information statements and other information
regarding issuers, such as us, that file electronically with the SEC. The
address of this web site is http:\\www.sec.gov.
This prospectus, which constitutes a part of a registration
statement on Form S-3 filed by us with the SEC under the Securities Act of
1933, omits certain of the information set forth in the registration
statement. Accordingly, you should reference the registration statement and
its exhibits for further information with respect to us and our common
stock. Copies of the registration statement and its exhibits are on file at
the offices of the SEC. Furthermore, statements contained in this
prospectus concerning any document filed as an exhibit are not necessarily
complete and, in each instance, we refer you to the copy of such document
filed as an exhibit to the registration statement. You should rely only on
the information or representations provided in this prospectus and the
registration statement. We have not authorized anyone to provide you with
different information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us (File No. 000-28230) to incorporate by reference
the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede the information in this prospectus.
Accordingly, we incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act:
o Annual Report on Form 10-K for the fiscal year ended December
28, 1997 (filed March 23, 1998), as amended by Form 10-K/A
dated April 30, 1998 (filed April 30, 1998);
o Current Report on Form 8-K dated March 25, 1998 (filed March
26, 1998);
o Current Reports on Form 8-K dated March 9, 1998 (each filed
March 10, 1998);
o Definitive Proxy Statement dated April 20, 1998, filed in
connection with the Company's 1998 Annual Meeting of
Stockholders (filed April 14, 1998);
o Registration Statement on Form S-4, as amended, dated May 1,
1998 (Registration No. 333-51655);
o Quarterly Report on Form 10-Q for the quarterly period ended
March 29, 1998 (filed on May 13, 1998);
o Current Report on Form 8-K dated July 27, 1998 (filed on July
30, 1998);
o Current Report on Form 8-K dated November 10, 1998 (filed on
November 12, 1998);
o Current Report on Form 8-K dated January 14, 1999 (filed on
January 19, 1999);
o Quarterly Report on Form 10-Q for the quarterly period ended
June 28, 1998 (filed on August 11, 1998);
<PAGE>
o Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 1998 (filed on November 12, 1998); and
o Description of our common stock which is contained in our
Registration Statement on Form 8-A filed on April 17, 1996.
All reports and other documents we subsequently file pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and before the filing of a post-effective amendment which
indicates that all securities offered under this prospectus have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
part of this prospectus from the date of the filing of such reports and
documents.
We will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon written or
oral request, a copy of any or all documents that are incorporated into
this prospectus by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents
that this prospectus incorporates). You should direct such requests to
General Counsel, Planet Hollywood International, Inc., 8669 Commodity
Circle, Orlando, Florida 32819, (407) 345-5300.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Our statements of plans, intentions and objectives and
statements of future economic performance contained in this prospectus
should be deemed to be forward-looking statements. Statements containing
terms such as "believes," "does not believe," "no reason to believe,"
"expects," "plans," "intends," "estimates," "anticipated" or "anticipates"
are considered to contain uncertainty and are forward-looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to
differ materially from what is currently anticipated. We make cautionary
statements in certain sections of this prospectus, including under "Risk
Factors." You should read these cautionary statements as being applicable
to all related forward-looking statements wherever they appear in this
prospectus, the materials referred to in this prospectus or the materials
incorporated by reference into this prospectus.
You are cautioned that no forward-looking statement is a guarantee
of future performance and you should not place undue reliance on any
forward-looking statement.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares
offered hereby nor will such proceeds be available for our use or benefit.
All proceeds from the sale of such shares will be for the account of the
selling stockholder. See "Selling Stockholder" and "Plan of Distribution"
below.
SELLING STOCKHOLDER
The selling stockholder under this prospectus is Keith Barish, one
of our co-founders and directors.
Mr. Barish recently resigned as Chairman of the Board of Directors.
Mr. Barish cited the recent appointment of Mr. Baumhauer to the positions
of President and Chief Operating Officer as a timely opportunity for him to
step down as Chairman. Mr. Barish remains as a member of the Board of
Directors. In connection with Mr. Barish's resignation, we entered into an
agreement with Mr. Barish. The agreement includes mutual releases,
registration rights for certain of Mr. Barish's shares of our common stock
and restrictions on Mr. Barish's ability to sell the remainder of his
shares
<PAGE>
not covered by such registration rights. Pursuant to this agreement, we
agreed to file with the SEC and to keep effective for two years a
registration statement (of which this prospectus is a part) covering the
resale of a portion of Mr. Barish's shares of our common stock. In
connection with such registration, we will pay our own legal and accounting
expenses as well as the SEC registration fees, while Mr. Barish will pay
his own legal expenses and any brokerage or similar fees in connection with
the resale of his shares. Mr. Barish has also agreed that, before May 4,
2000, he will not sell any of his shares that are not covered by the
registration statement or that are not permitted under our agreement with
Mr. Barish to be sold pursuant to Rule 144 under the Securities Act;
provided, however, that Mr. Barish is entitled to sell such unregistered
shares in certain privately negotiated transactions as set forth in the
agreement. Any purchaser of such shares will be required to agree to be
bound by the same restrictions and therefore such shares will not be freely
tradeable until after May 4, 2000.
We have filed our agreement with Mr. Barish, as amended on December
14, 1998 and January 19, 1999, as exhibits to the registration statement of
which this prospectus is a part. We refer you to these exhibits, as well as
to the "Plan of Distribution" section below, for a more complete and
detailed description of the rights granted to and obligations imposed upon
us and Mr. Barish under such agreement.
The following table sets forth the name of the selling stockholder,
the total number of shares of our common stock beneficially owned by the
selling stockholder as of the date of this prospectus and the number of
shares which may be offered pursuant to this prospectus. This information
is based upon information provided by the selling stockholder.
Total number of Ownership after
shares of our Number of offering (3)
common stock before shares being
offering (1) offered
------------------------ -----------------------
Name of
Selling Number of Number of
Stockholder Shares Percent(2) Shares Percent(2)
Keith Barish 22,075,563 23% 10,000,000 12,075,563 12.4%
(1) The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose.
(2) Percent of total shares of our common stock outstanding as of January
1, 1999.
(3) It is unknown if, when or in what amounts the selling stockholder may
offer shares for sale pursuant to this prospectus. Because the selling
stockholder may offer all or some of the shares offered hereby, no
estimate can be given as to the amount of shares offered hereby that
he will continue to hold after this offering is considered complete.
However, for purposes of this table, we have assumed that, after
completion of the offering, he will have sold all of his shares
offered hereby.
PLAN OF DISTRIBUTION
The shares offered hereby for sale may be offered by the selling
stockholder or by donees, transferees or other successors in interest that
receive the shares as a gift or other non-sale related transfer. The shares
may be sold by the selling stockholder only in accordance with the terms of
our agreement with Mr. Barish. Generally, such agreement provides that:
o Individual sales can be made in blocks no smaller than
250,000 shares.
o Sales can only be to "Permitted Transferees," defined
as any "accredited investor" of the type described in
Rule 501 (a)(1) (other than a broker-dealer registered
pursuant to Section 15 of the Exchange Act), (2), (3)
or (7), other than:
o persons engaged in a business that directly
competes with us and
<PAGE>
o persons who would own more than 30% of the common
stock after any such sale.
o Although underwritten offerings, broker transactions
and exchange transactions are prohibited, sales may be
facilitated by a broker or dealer registered pursuant
to Section 15 of the Exchange Act.
o Except for a list of pre-approved purchasers, Permitted
Transferees are subject to our written approval. If we
disapprove of a proposed purchaser or purchasers (that
otherwise meet the criteria for a Permitted Transferee)
which disapproval or disapprovals relate in the
aggregate to the proposed sale of 2,000,000 shares,
Mr. Barish may terminate the portion of the agreement
covering the registration of certain of his shares and
the restrictions upon the remainder of his shares.
Thereafter, Mr. Barish would be entitled to dispose of
any of his shares in any manner otherwise permitted by
our internal policies and applicable law.
Subject to the same restrictions set forth above, Mr. Barish may
also sell, in one or several transactions, up to 1,000,000 additional
shares of our common stock not offered by this prospectus pursuant to Rule
144 under the Securities Act; provided, however, that
o such transaction may only occur concurrently with or
subsequent to the sale of all the shares offered by
this prospectus and
o any rejection by us of a prospective purchaser for such
shares will count toward the aggregate number of
rejections allowed before Mr. Barish's termination
rights are triggered.
Any or all of the sales or other transactions involving the shares
offered hereby must be made pursuant to this prospectus.
In accordance with our agreement with Mr. Barish, we and Mr. Barish
have agreed to indemnify and hold each other harmless against certain
liabilities under the Securities Act that could arise in connection with
the resale by the selling stockholder of the shares offered hereby.
LEGAL MATTERS
The validity of the shares offered hereby and certain other legal
matters will be passed upon for us by Gray, Harris & Robinson, P.A.,
Orlando, Florida.
EXPERTS
The financial statements incorporated in this prospectus by
reference to Planet Hollywood International, Inc.'s Annual Report on Form
10-K, as amended, and Planet Hollywood International, Inc.'s Registration
Statement on Form S-4, as amended, dated May 1, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
<PAGE>
[LOGO]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by
the Company and the selling stockholder in connection with the sale of the
Class A Common Stock being registered. Except for the legal fees and
expenses to be paid by the selling stockholder, all the fees and expenses
set forth below will be paid by the Company. All the amounts shown are
estimates except the registration fee.
SEC Registration Fee...................................... $ 9,479.80
Accounting fees and expenses.............................. 6,000.00
Legal fees and expenses to be paid by the Company......... 20,000,00
Legal fees and expenses to be paid by the selling
stockholder............................................. 5,000.00
-------------
Total............................................. $ 40,479.80
==========
Item 15. Indemnification of Directors and Officers
Pursuant to Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL"), the Bylaws of the Company provide that the
Company may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the
fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
partner, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees inclusive of any appeal), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with
such claim, action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding, has
no reasonable cause to believe his conduct unlawful.
Pursuant to Section 145 of the DGCL, the Bylaws further provide
that the Company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
claim, action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, partner, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees inclusive of any
appeal) actually and reasonably incurred by him in connection with the
defense or settlement of such claim, action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless and only to the extent that a
court of competent jurisdiction (the "Court") in which such claim, action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the Court shall deem proper.
Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and that the corporation is
empowered to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the
<PAGE>
corporation against any liability asserted against him in any such capacity
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under Section 145.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (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 SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
If 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 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.
Item 16. Exhibits
Exhibit Number Exhibit Description
3.1* Restated Certificate of Incorporation of the Registrant
3.2*** Third Amended and Restated Bylaws of the Registrant
4.1*** Amended Credit Agreement, dated as of December 8, 1998, among the
Registrant, SunTrust Bank and certain other lenders (the "credit
facility")
5.1*** Opinion of Gray, Harris & Robinson, P.A.
10.1*** Letter Agreement, including annexes thereto (which include the
form of the Registration Rights Agreement), between the Company
and Mr. Barish, as amended on December 14, 1998
10.2** Amendments to the Letter Agreement previously filed as Exhibit
10.1
23.1** Consent of PricewaterhouseCoopers LLP
23.2*** Consent of Gray, Harris & Robinson, P.A. (included in Exhibit
5.1)
24.1*** Powers of Attorney
* Incorporated by reference to the exhibit with the corresponding
exhibit number in the Registration Statement on Form S-1 previously
filed by the Registrant (Registration No. 333- 01490)
** Filed herewith
*** Previously filed
Item 17. Undertakings
The undersigned Registrant hereby undertakes 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 this
registration statement or any material change to such information in this
registration statement. For purposes 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 that time shall be deemed to be the
initial bona fide offering thereof. The undersigned Registrant further
undertakes 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.
<PAGE>
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 Securities Exchange Act of 1934 (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 this 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 Act and is, therefor, unenforceable. If 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Post-Effective Amendment No. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized on this 19th day of January, 1999.
Planet Hollywood International, Inc.
Registrant
By: /s/ Thomas Avallone
---------------------------- Date: January 19, 1999
Thomas Avallone
Chief Financial Officer
(and Principal Accounting Officer)
By: /s/ Scott E. Johnson
---------------------------- Date: January 19, 1999
Scott E. Johnson
Senior Vice President,
General Counsel and
Secretary
<PAGE>
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Capacity Date
* Chairman of the Board of January 19, 1999
- ---------------------- Directors, Director and
Robert Earl Chief Executive Officer
*
- ---------------------- Director, President and January 19, 1999
William Baumhauer Chief Operating Officer
/s/ Thomas Avallone Director, Executive Vice January 19, 1999
- ---------------------- President and Chief
Thomas Avallone Financial Officer
* Director January 19, 1999
- ----------------------
Keith Barish
* Director January 19, 1999
- ----------------------
Claudio Gonzalez
* Director January 19, 1999
- ----------------------
Mark McCormack
* Director January 19, 1999
- ----------------------
Michael Montague
* Director January 19, 1999
- ----------------------
Ong Beng Seng
* Director January 19, 1999
- ----------------------
Isadore Sharp
* Director January 19, 1999
- ----------------------
Michael Tarnopol
---------------------
* The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of the above
indicated directors and officers of Planet Hollywood International,
Inc. pursuant to powers of attorney executed on behalf of each such
director and officer.
By: /s/ Thomas Avallone
-----------------------------------
Thomas Avallone
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Description
3.1* Restated Certificate of Incorporation of the Registrant
3.2*** Third Amended and Restated Bylaws of the Registrant
4.1*** Amended Credit Agreement, dated as of December 8, 1998,
among the Registrant, SunTrust Bank and certain other
lenders (the "credit facility")
5.1*** Opinion of Gray, Harris & Robinson, P.A.
10.1*** Letter Agreement, including annexes thereto (which include
the form of the Registration Rights Agreement), between the
Company and Mr. Barish, as amended on December 14, 1998
10.2** Amendments to the Letter Agreement previously filed as
Exhibit 10.1
23.1** Consent of PricewaterhouseCoopers LLP
23.2*** Consent of Gray, Harris & Robinson, P.A. (included in
Exhibit 5.1)
24.1*** Powers of Attorney
* Incorporated by reference to the exhibit with the corresponding
exhibit number in the Registration Statement on Form S-1 previously
filed by the Registrant (Registration No. 333-01490)
** Filed herewith
*** Previously filed
*****************************************************
January 19, 1999
Planet Hollywood International, Inc.
8669 Commodity Circle
Orlando, Florida 32819
Dear Sirs:
Reference is made to the Lock-Up Letter dated
November 6, 1998, as amended December 14, 1998 (the
"Letter"), between you and the undersigned, attached hereto
as Exhibit A.
This letter amendment sets forth your and our
agreement to amend the Letter. Accordingly, the Letter is
hereby amended as follows:
Subparagraph (ii) is replaced in its entirety with
the following:
(ii) if the Shelf Registration Statement (as
defined in the Registration Rights Agreement dated
November 6, 1998, as amended on January 19, 1999,
between the Company and the undersigned (the
"Registration Rights Agreement")) is not declared
effective by the Securities and Exchange Commission
(the "Commission") on or before such date as the
Company publicly announces its earnings results
through September 30, 1998 (which announcement date
is expected to be on or before November 11, 1998),
then the restriction in this agreement shall not
apply to the transfer of, and the undersigned shall
be entitled to transfer, in one or several
transactions, up to 1,000,000 shares of Common
Stock in reliance on the exemption from the
registration requirements of the Securities Act
provided by Rule 144 (a "144 Transaction");
provided, however, that (A) such 144 Transaction
shall be effected only in the manner described in
Section 2(b) of the Registration Rights Agreement,
including obtaining the prior approval in writing
of the Company's Chief Operating Officer of any
prospective purchaser, and shall be made only in
compliance with the internal rules of the Company
concerning the sale of Common Stock by affiliates;
provided, however, that any rejection by the Chief
Operating Officer of any prospective purchaser
hereunder shall count toward the aggregate number
of
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2
rejections allowed before the undersigned's
termination rights are triggered pursuant to
Section 2(b) of the Registration Rights Agreement,
and (B) such 144 transaction shall only be
permitted concurrently with or after the sale of
all the shares of Common Stock covered by the
registration statement filed with the Commission
pursuant to the Registration Rights Agreement; and
This amendment may be executed in counterparts,
each of which will be deemed an original, but all of which
taken together will constitute one and the same instrument.
Except as herein amended, the Letter shall
otherwise remain in full force and effect.
This letter amendment shall be governed by, and
construed in accordance with, the internal laws of the State
of New York, without reference to its choice of law rules.
IN WITNESS WHEREOF, each of the undersigned has
duly executed and delivered this letter amendment as of the
19th day of January, 1999.
Very truly yours,
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By
--------------------------------
Name:
Title:
- -------------------------------
Keith Barish
<PAGE>
January 19, 1999
Planet Hollywood International, Inc.
8669 Commodity Circle
Orlando, Florida 32819
Dear Sirs:
Reference is made to the Registration Rights
Agreement dated November 6, 1998 (the "Agreement"), between
you and the undersigned, attached hereto as Exhibit A.
This letter amendment sets forth your and our
agreement to amend the Agreement. Accordingly, the Agreement
is hereby amended as follows:
Paragraph 2(b) is replaced in its entirety with the
following:
(b) Holders shall dispose of Shares pursuant to the
Shelf Registration Statement only in privately
negotiated transactions of at least 250,000 shares
per transaction with purchasers who are identified
by the selling Holder to the Company in advance of
such disposition as set forth below and only to a
purchaser who shall be a Permitted Transferee (as
defined below). The Company shall in good faith use
its commercially reasonable efforts to identify
prospective purchasers for the Shares, including,
as soon as practicable, approaching the Company's
current largest stockholders to ascertain their
interest in acquiring some or all of the Shares
from the Holders. At the request of a Holder who
has identified a prospective purchaser of Shares,
the Company shall cause its Chief Executive Officer
or Chief Operating Officer to be available on
reasonable advance notice and at reasonable times
to meet with representatives of such Holder and
such identified purchaser to discuss the Company's
business and prospects. A "Permitted Transferee"
shall mean any "accredited investor" of the type
described in Rule 501(a)(1) (other than a broker or
dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (the "Exchange
Act")), (2), (3) or (7) that is approved in writing
in advance by the Company's Chief Operating Officer
as set forth below, other than (i) a person who is
primarily engaged in a business that is directly
competitive with any of
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2
the businesses of the Company and (ii) a person
who, after giving effect to such prospective
purchase of Shares, would beneficially own more
than 30% of the Company's then outstanding voting
common stock. Notwithstanding the foregoing
definition, nothing in this Section 2(b) shall
preclude a Holder from utilizing the services of a
broker or dealer registered pursuant to Section 15
of the Exchange Act to facilitate the disposition
of Shares to a Permitted Transferee. In connection
with any proposed disposition of Shares by a Holder
pursuant to the Shelf Registration Statement, such
Holder shall notify the Company on any Business Day
in a writing (which may be by facsimile) addressed
to the Company's Chief Operating Officer and the
Company's General Counsel of the identification of
the proposed purchaser and the number of shares
involved in the proposed transaction, provided,
however, that if the proposed disposition of Shares
is to a purchaser listed on Annex A attached
hereto, as such Annex may from time to time be
amended by the parties, such proposed purchaser
shall automatically be deemed to be approved by the
Chief Operating Officer with no notice required to
be given by the Holder to the Company's Chief
Operating Officer and General Counsel. The
Company's Chief Operating Officer, acting in good
faith, shall notify such Holder not later than the
close of business (New York time) on the Business
Day next succeeding the day on which notice is duly
given to the Company, whether such proposed
purchaser is approved, and if not approved, setting
forth the reasonable basis upon which approval was
withheld. Failure to so notify within the required
time period shall constitute the approval of such
proposed purchaser. If the Company's Chief
Operating Officer shall have disapproved of a
proposed purchaser or purchasers (that otherwise
meet the criteria for a Permitted Transferee) which
disapproval or disapprovals relate in the aggregate
to the proposed sale of 2,000,000 Shares, the
Seller shall have the unilateral right, by giving
written notice to the Company, to immediately
terminate this Agreement and the Lock-up Letter,
dated November 6, 1998, between the Company and the
Seller (which will entitle the Company to withdraw
the Shelf Registration Statement), whereupon the
Seller shall be entitled to dispose of any shares
of
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3
Common Stock in any manner otherwise permitted
by applicable law.
This amendment may be executed in counterparts,
each of which will be deemed an original, but all of which
taken together will constitute one and the same instrument.
Except as herein amended, the Agreement shall
otherwise remain in full force and effect.
This letter amendment shall be governed by, and
construed in accordance with, the internal laws of the State
of New York, without reference to its choice of law rules.
IN WITNESS WHEREOF, each of the undersigned has
duly executed and delivered this letter amendment as of the
19th day of January, 1999.
Very truly yours,
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By
-----------------------
Name:
Title:
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 3, 1998 appearing on page 33 of Planet Hollywood International,
Inc.'s Annual Report on Form 10-K, as amended, for the year ended December
28, 1997 and on page F-2 of Planet Hollywood International, Inc.'s
Registration Statement on Form S-4 (No. 333-51655), as amended. We also
consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICEWATERHOUSECOOPERS LLP
Orlando, Florida
January 19, 1999
