<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
GRAPHIX ZONE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
33-0697932
(I.R.S. Employer Identification Number)
42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION GRANTED TO FRANK CUTLER
(Full title of the plan)
CHARLES R. CORTRIGHT, JR.,
GRAPHIX ZONE, INC. 42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606
(Name and address for Agent For Service)
(714) 833-3838
(Telephone Number, Including Area Code, of Agent For Service)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PAGE 1 OF 10
<PAGE>
Graphix Zone, Inc., a Delaware corporation (the "Registrant"), has
previously filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 on July 30, 1996 (the
"Registration Statement"). Pursuant to Rule 456 and Rule 462 of the Rules
and Regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement became effective automatically
upon filing.
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is
being filed by the Registrant solely for the purpose of filing three (3)
exhibits (Exhibit Nos. 23.1, 23.2 and 23.3) which were previously omitted from
the original filing of the Registration Statement with the Commission on July
30, 1996, and in order to reflect the filing of updated financial statements of
the Registrant pursuant to the filing with the Commission on November 1, 1996 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
PAGE 2 OF 10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on this 31st day of October, 1996.
GRAPHIX ZONE, INC.
By: /S/ CHARLES R. CORTRIGHT, JR.
-------------------------------------
Charles R. Cortright, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by
the following persons in the capacities indicated and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ CHARLES R. CORTRIGHT, JR. President (principal executive October 31, 1996
- ----------------------------- officer) and Director
Charles R. Cortright, Jr.
/S/ ANGELA ABER CORTRIGHT Executive Vice President, October 31, 1996
- ----------------------------- Secretary and Director
Angela Aber Cortright
/S/ FRANK E. MURNANE Chief Financial Officer October 31, 1996
- ----------------------------- (principal financial and
Frank E. Murnane accounting officer)
/S/ THOMAS C.K. YUEN Director October 31, 1996
- -----------------------------
Thomas C. K. Yuen
/S/ RONALD S. POSNER Chairman of the Board October 31, 1996
- ----------------------------- and Director
Ronald S. Posner
/S/ C. RICHARD KRAMLICH Director October 31, 1996
- -----------------------------
C. Richard Kramlich
/S/ DOUGLAS GLEN Director October 31, 1996
- -----------------------------
Douglas Glen
PAGE 3 OF 10
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
23.1 Consent of KPMG Peat Marwick LLP. 5
23.2 Consent of Ernst & Young LLP. 7
23.3 Consent of KPMG Peat Marwick LLP. 9
PAGE 4 OF 10
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Graphix Zone, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Graphix Zone, Inc. of our report dated March 10, 1995, relating
to the balance sheets of StarPress Multimedia, Inc., as of December 31, 1994
and 1993, and the related statements of operations, shareholders deficiency,
and cash flows for the year ended December 31, 1994 and for the period from
September 7, 1993 (inception) to December 31, 1993, which report appears in
the Form 8-K/A of Great Bear Technology Incorporated dated August 11, 1995,
which is incorporated by reference in the registration statement
(No. 333-2642) on Form S-4 of Graphix Zone, Inc.
/s/ KPMG Peat Marwick LLP
San Jose, California
October 31, 1996
PAGE 6 OF 10
<PAGE>
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Graphix Zone, Inc., as amended, dated July 29, 1996, of our
report dated August 18, 1995, except Note 12 as to which the date is
March 21, 1996, with respect to the consolidated financial statements of
StarPress, Inc. (formerly known as Great Bear Technology Incorporated) as of
June 30, 1995 and for each of the two years then ended included in the
Registration Statement (Form S-4) of Graphix Zone, Inc. originally filed with
the Securities and Exchange Commission on March 25, 1996 (File No. 333-2632),
and in the related Joint Proxy Statement/Prospectus of Graphix Zone, Inc. for
the registration of shares of its common stock.
/s/ Ernst & Young LLP
Walnut Creek, California
October 31, 1996
PAGE 8 OF 10
<PAGE>
EXHIBIT 23.3
Consent of Independent Auditors
The Board of Directors
Graphix Zone, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Graphix Zone, Inc. of our report dated August 22, 1996, except as
to note 19 which is as of September 25, 1996, relating to the consolidated
balance sheet of Graphix Zone, Inc. as of June 30, 1996, and the related
consolidated statements of operations, shareholders equity and cash flows
and related schedule for the year then ended, which report appears in the
June 30, 1996 Annual Report on Form 10-K of Graphix Zone, Inc.
/s/ KPMG Peat Marwick LLP
Orange County, California
October 31, 1996
PAGE 10 OF 10
