AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1998
REGISTRATION NO. 333-67101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
AMENDMENT NO. 3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLANET HOLLYWOOD INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 59-3283783
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8669 COMMODITY CIRCLE, ORLANDO, FLORIDA 32819, (407) 363-7827
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(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)
------------------------------------
COPY TO:
BYRD F. MARSHALL, JR.,ESQ., GRAY, HARRIS & ROBINSON, P.A.,
201 EAST PINE STREET, SUITE 1200, ORLANDO, FLORIDA 32801, (407) 843-8880
------------------------------------
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A common stock, $0.01 par 15,699,237 $ 3.96875 $ 62,306,346.84 $ 17,321.16
value shares
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<FN>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on November
9, 1998.
</FN>
</TABLE>
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>
Subject to Completion, dated January 8, 1999
Prospectus
[LOGO]
PLANET HOLLYWOOD INTERNATIONAL, INC.
15,699,237 Shares
Class A Common Stock
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.
This prospectus relates solely to the offer and sale by a certain
stockholder of up to 15,699,237 shares of our Class A common stock. We will not
receive any of the proceeds from the sale of the registered shares by the
selling stockholder.
The registered shares consist of 5,699,237 shares of our Class A common
stock previously owned by the selling stockholder and 10,000,000 shares of the
Class A common stock which the selling stockholder will acquire from Leisure
Ventures Pte Ltd., a Singapore corporation.
The selling stockholder may offer the registered shares for sale
through public or private transactions, on or off the New York Stock Exchange,
at prevailing market prices, or at privately negotiated prices.
Our Class A common stock is traded on the NYSE under the symbol "PHL."
On January 8, 1999, the closing price for our Class A common stock as reported
by the NYSE was $ 2.56 per share.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESES SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
The date of this prospectus is January 8, 1999.
<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 of approximately $475.1 million and $8.3 million in fiscal 1997,
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 are in the process of launching our third major 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.
We expect to initially promote SOUND REPUBLIC through theme restaurants with
integrated retail stores. Each of the SOUND REPUBLIC restaurants will feature
live performances by a broad range of musical artists, either in a connected
club facility or in an integrated stage area within the restaurant itself. Our
first unit in Leicester Square in London recently held its grand opening to the
public on October 17, 1998.
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:
* 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
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persons, and will include an approximately 7,500 square foot PLANET
HOLLYWOOD restaurant and a similar size 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 our
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. The joint venture expects that the new PLANET HOLLYWOOD HOTEL will
be characterized by striking, modern decor and will include motion
picture memorabilia from our collection. Upon its completion the hotel
will also become the site for our 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 our 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 had entered into an agreement with Host Marriott
Services Corporation, the nation's largest travel and entertainment
concessionaire, to form a joint venture which 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 in
arrears on April 1 and October 1 of each year, commencing on October 1, 1998.
The documents governing the notes contain certain covenants which, among other
things, limit our ability to issue additional debt and stock, pay dividends, and
sell assets.
In July 1998, we announced that we had 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.
On July 27, 1998, we announced the appointment of William H. Baumhauer
to the position of President and Chief Operating Officer. Robert Earl continues
as our Chief Executive Officer.
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On September 17, 1998, at a regular meeting of our Board of Directors,
the Board increased the number of directors on the Board 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
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 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 our Chairman of
the Board of Directors. At a special Board of Directors meeting held on November
10, 1998, the Board elected Robert Earl to serve as our new Chairman. Mr. Barish
remains as a member of our Board of Directors.
In an effort to cut down our general and administrative expenses, in
November and December of 1998, we reduced our overhead staff by approximately 70
employees in our corporate offices world-wide.
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 to $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 are required in the amounts of (a) $10 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 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.
------------------------------------
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.
3
<PAGE>
RISK FACTORS
AN INVESTMENT IN OUR CLASS A 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 CLASS A COMMON STOCK. THE FOLLOWING ARE THE MOST SIGNIFICANT
RISK FACTORS THAT WE BELIEVE ARE MATERIAL TO INVESTORS WHO PURCHASE OR OWN OUR
CLASS A 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:
/bullet/ a substantial portion of our cash flow from operations
must be dedicated to debt service and will not be
available for other purposes,
/bullet/ our ability to obtain additional debt financing in the
future for working capital, capital expenditures or
acquisitions may be limited, and
/bullet/ 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 have also experienced declines in
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"same unit" revenues and you cannot be sure that "same unit" revenues for such
units will not continue to decline.
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 Class A
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 judgements, 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
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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 $250 million subordinated notes offering in, and will have continuing
obligations to, entities that are not wholly owned or controlled by us,
including the joint venture vehicles for:
/bullet/ PLANET MOVIES BY AMC,
/bullet/ the OFFICIAL ALL STAR HOTEL and
/bullet/ 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 2
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. You cannot
be sure, therefore, that any of our 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.
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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:
/bullet/ Revenues from company-owned units outside the United States
-- approximately 25% of total revenues.
/bullet/ 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 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. Before and after the closing of the stock
purchase agreement, three of our directors and the selling stockholder
beneficially own the percentages of the outstanding Class A 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.
<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE BENEFICIALLY
OWNED BEFORE AND AFTER CLOSING OF
STOCK PURCHASE AGREEMENT
-----------------------------------
PERSON/ENTITY AND POSITION BEFORE AFTER
- -------------------------- ------ -----
<S> <C> <C>
Robert Earl - Chief Executive Officer, Chairman of the Board and Director 23% 23%
Keith Barish - Director 23% 23%
Ong Beng Seng - Director 23% 13%
Kingdom Planet Hollywood, Ltd. - the selling stockholder 6% 16%
</TABLE>
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Accordingly, until there is a substantial decrease in the percentage of
the outstanding shares of Class A 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 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 WHICH ARE ELIGIBLE FOR FUTURE SALE. Sales of substantial
amounts of previously unregistered shares of our Class A common stock in the
public market, or the perception that such sales could occur, could adversely
affect prevailing market prices for our Class A common stock.
At November 9, 1998, we had approximately 97,221,632 shares of Class A
common stock outstanding. Of the shares of Class A common stock currently
outstanding, we estimate that there are approximately 53,000,000 unregistered
shares of Class A 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 connection with Keith Barish's resignation as Chairman of the Board of
Directors, however, we have recently filed with the SEC a registration statement
on Form S-3 registering the sale of an additional 10,000,000 shares of Class A
common stock currently held by Mr. Barish. Mr. Barish may offer such shares for
sale in minimum transactions of 1,000,000 shares only through privately
negotiated transactions in accordance with the restrictions set fort in a
registration rights agreement between us and Mr. Barish. We refer you to such
agreement, which has been filed as an exhibit to our Current Report on Form 8-K
dated November 10, 1998 (filed with the SEC on November 12, 1998), and which is
incorporated herein by reference.
We have reserved the following shares of Class A 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 October 30, 1998, approximately 10,817,288 shares were subject to
outstanding options with a weighted average exercise price of approximately
$9.29 per share. Since both of the incentive plans have been registered on Form
S-8 with the SEC, shares of our Class A 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 Class A
common stock under Rule 144 or otherwise, or the future availability of such
shares for sale, will have on the market price of our Class A common stock.
8
<PAGE>
OUR BUSINESS HAS BEEN SUBJECT TO FLUCTUATIONS IN QUARTERLY RESULTS AND
CONTINUED FLUCTUATIONS COULD NEGATIVELY IMPACT OUR STOCK PRICE. The market price
of our Class A 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
any 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 Class A 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 Class A common stock:
/bullet/ fluctuations in our operating results,
/bullet/ announcements of new ventures or products by us or our
competitors,
/bullet/ the perception by others of our ability to obtain any
new financing necessary,
/bullet/ public perception as to the viability of products
developed by us or our competitors,
/bullet/ changes in analysts' recommendations regarding us, and
/bullet/ 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, including the selling
stockholder, and may continue to enter into such transactions in the future. See
"Selling Stockholder" beginning on page 13 for instances where we have entered
into related party transactions. 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 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.
9
<PAGE>
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:
<TABLE>
<CAPTION>
EXPIRATION OF CURRENT TERM
NAME POSITION (OTHER THAN STOCKHOLDER) OF EMPLOYMENT AGREEMENT
---- --------------------------------- -----------------------
<S> <C> <C>
Robert Earl Chief Executive Officer, December 2001
Chairman of the Board and Director
Keith Barish Director No Current Agreement
</TABLE>
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 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.
THE FAILURE OF US, OR 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.
10
<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:
<TABLE>
<CAPTION>
<S> <C>
* 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
</TABLE>
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
Class A common stock. Our Restated Certificate of Incorporation and Third
Amended and Restated Bylaws contain certain provisions that may discourage other
persons from attempting to acquire control of us. These provisions include, but
are not limited to:
/bullet/ a staggered Board of Directors,
/bullet/ 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
Class A common stock,
/bullet/ the establishment of advance notice requirements for
director nominations and actions to be taken at annual
meetings, and
/bullet/ 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, the restated certificate 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 Class A 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 and would be dependent upon our financial condition, results
of operations, capital requirements and such other factors as our Board of
Directors deems relevant.
11
<PAGE>
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 Securities and Exchange Commission. 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 the
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, as
amended, 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 the securities offered
under this prospectus. 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, reference is made 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 later file 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:
(a) 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);
(b) Current Report on Form 8-K dated March 25, 1998 (filed March 26,
1998);
(c) Current Reports on Form 8-K dated March 9, 1998 (each filed March
10, 1998);
(d) Definitive Proxy Statement dated April 20, 1998, filed in
connection with our 1998 Annual Meeting of Stockholders (filed
April 14, 1998);
(e) Registration Statement on Form S-4, as amended, dated May 1, 1998
(Registration No. 333- 51655);
(f) Quarterly Report on Form 10-Q for the quarterly period ended
March 29, 1998 (filed on May 13, 1998);
(g) Current Report on Form 8-K dated July 27, 1998 (filed on July 30,
1998);
(h) Quarterly Report on Form 10-Q for the quarterly period ended June
28, 1998 (filed on August 11, 1998)
(i) Current Report on Form 8-K dated November 10, 1998 (filed on
November 12, 1998);
(j) Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 1998 (filed on November 12, 1998); and
(k) the description of the Class A common stock which is contained in
its Registration Statement on Form 8-A filed on April 17, 1996.
12
<PAGE>
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. Cautionary statements are made in
certain sections of this prospectus, including under "Risk Factors." These
cautionary statements should be read 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 registered shares
offered hereby nor will such proceeds be available for our use or benefit. All
proceeds from the sale of the registered shares will be for the account of the
selling stockholder.
SELLING STOCKHOLDER
The selling stockholder under this prospectus is Kingdom Planet
Hollywood, Ltd., an exempted company incorporated in the Cayman Islands with
limited liability.
The shares covered by this prospectus include 5,699,237 shares
previously acquired by the selling stockholder in private transactions with us,
in private transactions not with us, and in transactions on the open market, and
10,000,000 shares which are being acquired by the selling stockholder from
13
<PAGE>
Leisure, pursuant to a stock purchase agreement dated August 17, 1998, at a
price of $4.50 per share. The closing of the stock purchase agreement is
contingent upon certain events, including (a) the expiration or earlier
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (b) the registration statement, of
which this prospectus is a part, being declared effective by the Securities and
Exchange Commission. The offer and sale by Leisure of the purchased shares to
the selling stockholder pursuant to the stock purchase agreement is being made
in a transaction exempt from the registration requirements of the Securities
Act. Pursuant to the stock purchase agreement, the selling stockholder has
represented, among other things, that it:
/bullet/ is acquiring the purchased shares solely for its own
account, for investment purposes and with no view toward
resale or other distribution within the meaning of the
Securities Act, and
/bullet/ that the purchased shares will not be offered for sale or
otherwise transferred unless they have been registered or
qualify for an exemption from registration under the
Securities Act.
We have determined that it is in our best interests to prepare and file
a registration statement, of which this prospectus is a part, relating to the
sale of the registered shares by the selling stockholder. Pursuant to the stock
purchase agreement and a registration rights agreement (both of which are filed
as exhibits to this prospectus), the expenses associated with such registration
will generally be paid as follows:
<TABLE>
<CAPTION>
EXPENSES ASSOCIATED WITH: TO BE PAID BY:
------------------------- --------------
<S> <C>
Registration of previously owned shares selling stockholder
Registration of purchased shares Leisure
Selling expenses (including underwriting discounts and selling stockholder
commissions and brokerage commissions and fees)
</TABLE>
In addition to its ownership of the registered shares, the selling
stockholder has had a material relationship with us within the past three years.
In March 1997, we entered into a master franchise agreement with the selling
stockholder which, as amended, allows the selling stockholder to develop 38 or
more PLANET HOLLYWOOD units in a total of 23 countries throughout the Middle
East and Europe. To date, the selling stockholder has paid us approximately $9.5
million for seven franchised locations (in which we have no ownership interest)
and has options for additional units throughout the Middle East and Europe.
Additional franchise fees are also payable under the master franchise agreement.
In March 1997, the selling stockholder also purchased 1,087,000 shares
of Class A common stock directly from us for approximately $19.6 million, and
purchased approximately $3 million of merchandise from us. The selling
stockholder has also entered into certain other transactions with us relating to
the formation and operation of three corporations to be owned equally by the
selling stockholder and us. Those corporations will own and operate PLANET
HOLLYWOOD units in Tokyo, Japan and Zurich, Switzerland and an OFFICIAL ALL STAR
CAFE unit in London, England, and those corporations and the selling stockholder
will have certain rights to additional restaurants in those countries. In
addition, the selling stockholder has provided those corporations approximately
$4.25 million which has
14
<PAGE>
been paid as fees to us. Each such corporation will enter into a management
agreement with us pursuant to which we will manage each of the aforementioned
units for a fee.
We have also recently entered into transactions with the selling
stockholder which grant the selling stockholder the right to develop a number of
OFFICIAL ALL STAR CAFE and SOUND REPUBLIC units in 23 countries throughout the
Middle East and Europe. In order to induce the selling stockholder to
expeditiously develop OFFICIAL ALL STAR CAFE and SOUND REPUBLIC units in those
countries, we have agreed to waive the initial franchise fees for such units, as
well as the initial franchise fees payable by the selling stockholder for a
number of PLANET HOLLYWOOD units which the selling stockholder has the right to
develop pursuant to the Planet Hollywood master franchise agreement described
above.
The following table sets forth the name of the selling stockholder, the
total number of shares of Class A common stock beneficially owned by the selling
stockholder after the closing of the stock purchase agreement and the number of
registered shares which may be offered pursuant to this prospectus. This
information is based upon information provided by the selling stockholder. The
registered shares are being registered to permit public secondary trading of the
registered shares (other than by our affiliates), and the selling stockholder
may offer the registered shares for sale from time to time.
<TABLE>
<CAPTION>
TOTAL NUMBER OF SHARES OF
CLASS A COMMON STOCK OWNERSHIP AFTER
OWNED BEFORE OFFERING (1) OFFERING (3)
NAME OF ------------------------ NUMBER OF ---------------
SELLING STOCKHOLDER NUMBER OF SHARES BEING NUMBER OF
------------------- SHARES PERCENT (2) OFFERED SHARES PERCENT(2)
--------- ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Kingdom Planet Hollywood, Ltd. 15,699,237 16.1% 15,699,237 0 0%
<FN>
(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. Such number gives effect to
the closing of the stock purchase agreement.
(2) Percent of total shares of Class A common stock outstanding as of November
9, 1998.
(3) It is unknown if, when or in what amounts the selling stockholder may offer
registered shares for sale pursuant to this offering. Because the selling
stockholder may offer all or some of the registered shares pursuant to this
offering, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the registered shares
that will be held by the selling stockholder after the closing of the stock
purchase agreement, no estimate can be given as to the amount of registered
shares that will be held by the selling stockholder after completion of the
offering. However, for purposes of this table, we have assumed that, after
completion of the offering, none of the registered shares offered hereby
will be held by the selling stockholder.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The registered shares offered hereby for sale may be offered by the
selling stockholder or by pledgees, donees, transferees or other successors in
interest that receive the registered shares as a gift, partnership distribution
or other non-sale related transfer. The registered shares may be sold by the
selling stockholder, or its successors in interest, from time to time in
transactions on the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions, in underwritten
15
<PAGE>
transactions, through the writing of options on the registered shares or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of the sale, at prices related to
prevailing market prices or at negotiated prices.
The registered shares may be sold directly or through broker-dealers
acting as principal or agent, or pursuant to a distribution by one or more
underwriters on a firm commitment or best-efforts basis. In connection with an
underwritten offering, underwriters or agents may receive compensation in the
form of discounts, concessions or commissions from the selling stockholder or
from purchasers of the registered shares for whom they may acts as agents, and
underwriters may sell the registered shares to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Under agreements that may be entered into by us,
underwriters, dealers and agents who participate in the distribution of the
registered shares may be entitled to indemnification by us against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof.
The selling stockholder and any underwriters, dealers or agents
participating in the distribution of the registered shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the registered shares by the selling stockholder and any commissions
received by any such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the registered shares may not
simultaneously engage in market making activities with respect to the Class A
common stock for a period of two business days before the commencement of such
distribution. In addition and without limiting the foregoing, the selling
stockholder will be subject to the applicable provisions of the Exchange Act and
the rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of shares of Class A common stock by the selling
stockholder.
Any or all of the sales or other transactions involving the registered
shares described above, whether effected by the selling stockholder, any
broker-dealer or others, may be made pursuant to this prospectus. In addition,
any registered shares that qualify for sale pursuant to Rule l44 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In order to comply with the securities laws of certain states, if
applicable, the registered shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the registered shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
The purchased shares were sold by Leisure to the selling stockholder in
a transaction exempt from the registration requirements of the Securities Act.
In accordance with a Registration Rights Agreement between us, the Selling
Stockholder and Leisure dated October 30, 1998, we have agreed to register the
sale of the registered shares under the Securities Act. Both we and the selling
stockholder have agreed to indemnify and hold each other harmless against
certain liabilities under the Securities Act that could arise in connection with
the sale by the selling stockholder of the registered shares.
16
<PAGE>
LEGAL MATTERS
The validity of the registered shares offered hereby and certain other
legal matters will be passed upon for us by Gray, Harris & Robinson, P.A.,
Orlando, Florida. As of the date hereof, attorneys with Gray, Harris & Robinson,
P.A. who have worked on substantive matters for us own less than 20,000 shares
of Class A common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K, as amended, of Planet Hollywood
International, Inc. for the year ended December 28, 1997 and the Planet
Hollywood International, Inc. 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.
17
<PAGE>
No one, including any dealer, salesperson or other person has been authorized to
give any information or to make any representations to you other than those
contained in this prospectus. Accordingly, do not rely on any information or
representations other than those included in this prospectus . This prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered shares, nor does it constitute an offer to
sell or a solicitation of an offer to buy any of the registered shares to any
person in any jurisdiction in which such offer or solicitation would be
unlawful.
----------------
TABLE OF CONTENTS
The Company.......................................................1
Risk Factors......................................................4
Where You Can Find More
Information......................................................12
Incorporation of Certain Documents
By Reference.....................................................12
Note Regarding Forward-Looking
Statements.......................................................13
Use of Proceeds..................................................13
Selling Stockholder..............................................13
Plan of Distribution.............................................15
Legal Matters....................................................17
Experts..........................................................17
15,699,237 SHARES
[LOGO]
CLASS A COMMON STOCK
-------------------
PROSPECTUS
-------------------
January __, 1999
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses payable
by Leisure and the selling stockholder in connection with the sale of Class A
common stock being registered. Any such costs paid by the Company will be
reimbursed by Leisure or the selling stockholder. All of the amounts shown are
estimates except the registration fee.
SEC Registration Fee........................................... $ 17,321
Accounting fees and expenses................................... 30,000
Legal fees and expenses........................................ 190,000
Printing and engraving expenses................................ 5,000
Miscellaneous fees and expenses................................ 2,000
----------
Total......................................... $ 244,321
==========
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 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
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<PAGE>
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
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 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.
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<PAGE>
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** First Amendment to Amended and Restated Revolving Credit Agreement,
dated as of December 8, 1998, among the
Registrant, SunTrust Bank and certain other
banks (the "credit facility")
5.1** Opinion of Gray, Harris & Robinson, P.A.
10.1** Stock Purchase Agreement
10.2** Registration Rights Agreement
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 exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-1 previously filed by the
Registrant (Registration No. 333- 01490)
** Previously filed
*** Filed herewith
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 of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
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<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on this 8th day of
January, 1999.
PLANET HOLLYWOOD INTERNATIONAL, INC.
Registrant
By: /s/ ROBERT EARL Date: January 8, 1999
-----------------------
Robert Earl
Chief Executive Officer
By: /s/ THOMAS AVALLONE Date: January 8, 1999
-----------------------
Thomas Avallone
Chief Financial Officer (and Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ ROBERT EARL Chairman of the Board of Directors and January 8, 1999
- ------------------------ Chief Executive Officer
Robert Earl
/s/ THOMAS AVALLONE Director, Executive Vice President and January 8, 1999
- ------------------------ Chief Financial Officer
Thomas Avallone
/s/ WILLIAM H. BAUMHAUER Director, President and Chief Operating January 8, 1999
- ------------------------ Officer
William H. Baumhauer
* Director January 8, 1999
- -----------------------
Keith Barish
</TABLE>
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<PAGE>
* Director January 8, 1999
- --------------------------
Claudio Gonzalez
* Director January 8, 1999
- --------------------------
Mark McCormack
* Director January 8, 1999
- --------------------------
Michael Montague
* Director January 8, 1999
- --------------------------
Ong Beng Seng
* Director January 8, 1999
- --------------------------
Isadore Sharp
* Director January 8, 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
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<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** First Amendment to Amended and Restated Revolving Credit Agreement,
dated as of December 8, 1998, among the Registrant, SunTrust Bank
and certain other banks (the "credit facility")
5.1** Opinion of Gray, Harris & Robinson, P.A.
10.1** Stock Purchase Agreement
10.2** Registration Rights Agreement
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 exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-1 previously filed by the
Registrant (Registration No. 333- 01490)
** Previously filed
*** Filed herewith
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 8, 1999
