<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1996.
REGISTRATION NO. 333-2642
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
GRAPHIX ZONE, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 7379 33-0697932
(State or other jurisdiction of (Primary Standard (I.R.S. Employer Identification Number)
incorporation or organization) Industrial Classification Code Number)
</TABLE>
------------------
42 CORPORATE PARK, SUITE 200
IRVINE, CALIFORNIA 92714
(714) 833-3838
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------
CHARLES R. CORTRIGHT, JR., PRESIDENT
GRAPHIX ZONE, INC.
42 CORPORATE PARK, SUITE 200
IRVINE, CALIFORNIA 92714
(714) 833-3838
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------
COPIES TO:
GREGG AMBER, ESQ. CARL J. STONEY, JR., ESQ.
LARRY A. CERUTTI, ESQ. TWILA L. FOSTER, ESQ.
SNELL & WILMER L.L.P. JACKSON TUFTS COLE & BLACK, LLP
1920 MAIN STREET, 12TH FLOOR 650 CALIFORNIA STREET, 31ST FLOOR
IRVINE, CALIFORNIA 92714 SAN FRANCISCO, CALIFORNIA 94108
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: UPON
CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN.
IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED IN
CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH
GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed Amount
Title of Each Class of Securities Amount Maximum Offering Maximum Aggregate Registration
to be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 12,005,852 shares $5.90 $70,761,604 $24,400.56
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the maximum number of shares to be issued in connection with the
transactions described herein.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(f)(1) under the Securities Act of 1933, as
amended. The proposed maximum aggregate offering is based upon the sum of
(a) the product of (i) $7.125 (the average of the high and low prices of
Graphix Zone Common Stock on June 5, 1996 on The Nasdaq SmallCap Market)
times (ii) 6,517,474 (the aggregate of 5,446,543 shares of Graphix Zone
Common Stock outstanding on June 5, 1996, 1,070,931 shares of Graphix Zone
Common Stock issuable pursuant to certain options and warrants and (b) the
product of (i) $.65 (the average of the bid and asked price of StarPress
Common Stock on June 5, 1996 as reported by the National Association of
Securities Dealers Electronic Bulletin Board) times (ii) 37,422,464 (the
aggregate of 34,531,130 shares of StarPress Common Stock outstanding on
June 5, 1996, 1,391,334 shares of StarPress Common Stock issuable pursuant
to certain obligations of StarPress, and 1,500,000 shares of StarPress
Common Stock issuable pursuant to certain options and warrants). The
proposed maximum offering price per share is based upon the proposed
` maximum aggregate offering price divided by the amount to be registered.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
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-4 on March 25, 1996, as
amended by an Amendment No. 1 to Form S-4 Registration Statement filed with
the Commission on May 29, 1996, and as further amended by an Amendment No. 2
to Form S-4 Registration Statement filed with the Commission on June 7, 1996
(SEC File No. 333-2642) (the "Registration Statement"). This Amendment No. 3
to Registration Statement is being filed by the Commission solely for the
purpose of filing an additional exhibit (Exhibit 10.64) to the Registration
Statement, as directed by the Commission staff. Other than the addition of
such exhibit, no changes have been made to the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on the 11th day of June, 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 Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities indicated and on the dates stated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/RONALD S. POSNER Chairman June 11, 1996
- -------------------- and Director
Ronald S. Posner
/S/CHARLES R. CORTRIGHT, JR. President (Principal June 11, 1996
- ---------------------------- Executive Officer)
Charles R. Cortright, Jr. and Director
/S/ANGELA ABER CORTRIGHT Executive Vice President, June 11, 1996
- ------------------------- Secretary and Director
Angela Aber Cortright
/S/NORMAN BLOCK Executive Vice President, June 11, 1996
- --------------- Treasurer, Chief Operating
Norman Block Officer and Chief Financial
Officer (Principal Financial
and Accounting Officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<S> <C> <C>
10.64 Letter Agreement dated May 13, 1996, between Graphix Zone and
StarPress with respect to the conditions set forth in Sections
10.7 and 11.7 of the Agreement and Plan of Reorganization entered
into as of January 3, 1996, between Graphix Zone and StarPress
being non-waivable.
</TABLE>
<PAGE>
GRAPHIX ZONE, INC.
42 Corporate Park
Suite 200
Irvine, California 92720
May 13, 1996
STARPRESS, INC.
425 Market Street, 5th Floor
San Francisco, California 94105
Attn: Ronald S. Posner, Chairman
Dear Ron:
Reference is made to the Agreement and Plan of Reorganization entered
into as of January 3, 1996, by and between Graphix Zone, Inc. and StarPress,
Inc. (the "Reorganization Agreement") with respect to the proposed merger of
Graphix Zone, Inc. and StarPress, Inc. (the "Merger"). As you know, Sections
10 and 11 of the Reorganization Agreement provide that the respective
obligations of StarPress and Graphix Zone are subject to the fulfillment or
satisfaction (or waiver in writing thereof) of certain conditions which are
enumerated therein. Section 10.7 sets forth the condition that StarPress,
Inc. shall have received the opinion of its counsel to the effect that the
proposed Merger will be treated as a reorganization described in Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code") or as a
transfer of property governed by Section 351 of the Code, and Section 11.7
set forth the condition the Graphix Zone, Inc. shall have received a similar
opinion from its counsel (collectively, the "Tax Opinions").
In order to address a concern of the Securities and Exchange Commission
with respect to the rendering of the Tax Opinions, Graphix Zone, Inc. deems
it advisable and appropriate that the conditions set forth in Section 10.7
and Section 11.7 of the Reorganization Agreement be made non-waivable.
Accordingly, by its execution hereof, Graphix Zone, Inc. hereby acknowledges
and agrees that, notwithstanding anything to the contrary set forth in
Section 10 or Section 11 of the Reorganization Agreement, the conditions set
forth in Section 10.7 and Section 11.7 of the Reorganization Agreement shall
not be waivable by either party under any circumstances without amending the
Form S-4 Registration Statement and the proposed proxy statement contained
therein (in the event a request is made to waive the condition prior to the
solicitation of the approval of the shareholders to the proposed
reorganization) or, in the event a request is made to waive such condition
after the shareholders have approved the proposed reorganization, only after
receipt of shareholder approval of the waiver of the condition to the close
of the proposed reorganization.
<PAGE>
StarPress, Inc. May 13, 1996
Page 2
Please indicate your acknowledgment of and agreement to the foregoing by
executing this letter at the space provided below and returning same to me as
soon as possible. Thank you.
Very truly yours,
GRAPHIX ZONE, INC.
/s/ CHARLES R. CORTRIGHT, JR.
------------------------------
Charles R. Cortright, Jr.,
President
ACKNOWLEDGMENT AND AGREEMENT
By its execution hereof, StarPress, Inc. hereby acknowledges and agrees
that, notwithstanding anything to the contrary set forth in Section 10 or
Section 11 of the Reorganization Agreement, the conditions set forth in
Section 10.7 and Section 11.7 of the Reorganization Agreement shall not be
waivable by either party under any circumstances, except as provided above.
STARPRESS, INC.
By: /s/ RONALD S. POSNER
-----------------------------
Ronald S. Posner,
Chairman of the Board
