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As Filed With the Securities and Exchange Commission on November 17, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERPLAY ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware 33-0102707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16815 Von Karman Avenue, Irvine, California 92606
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
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Brian Fargo, Chief Executive Officer
Interplay Entertainment Corp.
16815 Von Karman Avenue
Irvine, California 92606
(Name and address of agent for service)
(949) 553-6655
(Telephone number, including area code, of agent for service)
Copy to:
K.C. Schaaf, Esq.
Jeffrey B. Coyne, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Aggregate Amount of Registration Fee
To Be Registered Registered/(1)/ Offering Price
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<S> <C> <C> <C>
Common Stock,
$0.001 par value 1,600,000 shares $5,795,156 (2) $1,529
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(1) Includes shares of Common Stock that may become issuable pursuant to the
anti-dilution adjustment provisions of the Amended and Restated 1997 Stock
Incentive Plan (the "1997 Plan") and the Employee Stock Purchase Plan (the
"Purchase Plan"). 3,871,247 shares of Common Stock available for issuance
under the 1997 Plan and the Purchase Plan were registered on a Registration
Statement on Form S-8 on August 4, 1998 (Registration Statement 333-60583).
(2) With respect to 1,500,000 shares of Common Stock registered hereby which
would be issued upon exercise of options and rights to purchase which
registrant is authorized to issue under its 1997 Plan, the aggregate
offering price is estimated solely for purposes of calculating the
registration fee, in accordance with Rule 457(h) on the basis of the price
of securities of the same class, as determined in accordance with Rule
457(c), using the average of the high and low price reported by the Nasdaq
National Market for the Common Stock on November 15, 2000, which was
$3.65625 per share. For the purposes of the 100,000 shares of Common Stock
registered hereby which would be issued under the Purchase Plan, the
aggregate offering price was estimated using a per share price of $3.10781,
or 85% of $3.65625, which price per share is the estimated basis at which
the shares will be issued pursuant to the Purchase Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999, as amended;
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000, June 30, 2000, and September 30, 2000;
(c) The Company's Current Report on Form 8-K dated May 30, 2000; and
(d) The description of the Registrant's Common Stock that is contained in
the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
that deregisters all of such securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents, except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement in a
document incorporated by reference shall be deemed to be modified or superseded
to the extent that a statement contained in this registration statement modifies
or supersedes a statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its directors
and officers and may indemnify its employees and other agents to the fullest
extent permitted by the General Corporation Law of the State of Delaware (the
"DGCL"). The Company believes that indemnification under its Bylaws covers at
least negligence and gross negligence by indemnified parties, and permits the
Company to advance litigation expenses in the case of stockholder derivative
actions or other actions, against an undertaking by the indemnified party to
repay such advances if it is ultimately determined that the indemnified party is
not entitled to indemnification. The Company maintains liability insurance for
its officers and directors.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to the DGCL, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty to the Company and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under the DGCL. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under the DGCL. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Company has entered into separate indemnification agreements with its
directors and officers. These agreements require the Company, among other
things, to indemnify them against liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
actions not taken in good faith or in a manner the indemnitee believed to be
opposed to the best interests of the Company), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the 1933 Act and
is therefore unenforceable.
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Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Number Description
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4.1 Amended and Restated 1997 Stock Incentive Plan (the "1997 Plan")
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-48473).
4.2 Form of Stock Option Agreement pertaining to the 1997 Plan
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, Registration No. 333-48473).
4.3 Form of Restricted Stock Purchase Agreement pertaining to the
1997 Plan (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1, Registration No.
333-48473).
4.4 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.10 to the Company's Registration Statement on Form S-
1, Registration No. 333-48473).
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney (included on signature page to the Registration
Statement at page S-1).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
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apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the
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registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 17th day of
November 2000.
INTERPLAY ENTERTAINMENT CORP.
By: /s/ Brian Fargo
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Brian Fargo
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Interplay Entertainment
Corp., do hereby constitute and appoint Manuel Marrero our true and lawful
attorney-in-fact and agent with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, or any related registration statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
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 date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Brian Fargo Chairman of the Board and Chief November 15, 2000
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Brian Fargo Executive Officer
(Principal Executive Officer)
/s/ Manuel Marrero Chief Financial Officer and Chief
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Manuel Marrero Operating Officer (Principal November 15, 2000
Financial Officer and
Principal Accounting Officer)
/s/ R. Stanley Roach Director November 15, 2000
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R. Stanley Roach
/s/ James Barnett Director November 15, 2000
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James Barnett
/s/ Richard S.F. Lehrberg Director November 15, 2000
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Richard S.F. Lehrberg
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EXHIBIT INDEX
Sequential
Number Description Page Number
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4.1 Amended and Restated 1997 Stock Incentive
Plan (the "1997 Plan") (incorporated by
reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1,
Registration No. 333-48473).
4.2 Form of Stock Option Agreement pertaining
to the 1997 Plan (incorporated by reference
to Exhibit 10.2 to the Company's
Registration Statement on Form S-1,
Registration No. 333-48473).
4.3 Form of Restricted Stock Purchase Agreement
pertaining to the 1997 Plan (incorporated
by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-
1, Registration No. 333-48473).
4.4 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-
1, Registration No. 333-48473).
5.1 Opinion of Stradling Yocca Carlson & Rauth,
a Professional Corporation, Counsel to the
Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth,
a Professional Corporation (included in the
Opinion filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent
public accountants.
24.1 Power of Attorney (included on signature
page to the Registration Statement at page
6).
