As filed with the Securities and Exchange Commission on May 20, 1999
Registration No. 333-74451
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
Playboy Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-4249478
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
(Address of Principal Executive Offices)
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Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive Plan
Playboy Enterprises, Inc. Employee Stock Purchase Plan
(Full titles of the plans)
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Howard Shapiro, Esq.
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
(312) 751-8000
(Name, address and telephone, including area code, of agent for service)
COPIES TO:
John P. McEnroe, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
(COVER CONTINUED ON NEXT PAGE)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================== ================== ================================ ==================== =======================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE (3) OFFERING PRICE (3) REGISTRATION FEE (3)
- - ------------------------------ ------------------ -------------------------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
Class B Common Stock,
par value $.01 per share 1,990,000 (2) $31.28 $62,247,200 $17,304.72 (4)
============================== ================== ================================ ==================== =======================
</TABLE>
(1) Plus an indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act.
(2) Represents shares reserved for issuance under:
(a) Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive
Plan (1,900,000 Shares)
(b) Playboy Enterprises, Inc. Employee Stock Purchase Plan (90,000
Shares)
(3) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rule 457(c) and 457(h) under the Securities Act. The
Proposed Maximum Offering Price was determined by averaging the high
and low prices of the Class B Common Stock of Playboy Enterprises, Inc.
as reported on the New York Stock Exchange on May 18, 1999.
(4) One payment in the amount of $17,305 has been submitted concurrently
with this filing in payment of the aggregate Registration Fee.
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<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-74451)
We are filing this registration statement for the purpose of
registering in accordance with Instruction E of Form S-8 (a) an additional
1,900,000 shares of Class B Common Stock, par value $.01 per share, to be issued
under the Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive
Plan and (b) an additional 90,000 shares of Class B Common Stock, par value $.01
per share, to be issued under the Playboy Enterprises, Inc. Employee Stock
Purchase Plan. We incorporate by reference into this registration statement on
Form S-8 in its entirety the registration statement on Form S-8 (File No.
333-74451), including the exhibits to it.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
Exhibit
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5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 5.1)
24.1* Power of Attorney, filed as Exhibit 24.1 to Playboy's Registration
Statement on Form S-8 (Registration No. 333-74451) and incorporated in
this registration statement by reference
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* Previously Filed
<PAGE>
2
SIGNATURES
Under the requirements of the Securities Act, we have duly caused this
registration statement to be signed on our behalf by the undersigned, duly
authorized in the City of Chicago, State of Illinois, on May 20, 1999.
PLAYBOY ENTERPRISES, INC.
By: /s/ HOWARD SHAPIRO
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Howard Shapiro
Executive Vice President,
Law and Administration,
General Counsel and Secretary
Under 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.
SIGNATURE TITLE DATE
- - --------- ----- ----
* Chairman of the Board, Chief May 20, 1999
- - --------------------- Executive Officer and Director
Christie A. Hefner (Principal Executive Officer)
* Director May 20, 1999
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Dennis S. Bookshester
* Director May 20, 1999
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David I. Chemerow
* Director May 20, 1999
- - ---------------------
Donald G. Drapkin
* Executive Vice-President, May 20, 1999
- - --------------------- Finance and Operations and Chief
Linda Havard Financial Officer (Principal Financial
and Accounting Officer)
<PAGE>
3
SIGNATURE TITLE DATE
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* Executive Vice President and May 20, 1999
- - --------------------- Director
Richard S. Rosenzweig
* Director May 20, 1999
- - ---------------------
Sol Rosenthal
* Director May 20, 1999
- - ---------------------
Sir Brian Wolfson
* By: /s/ HOWARD SHAPIRO
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Howard Shapiro
(ATTORNEY-IN-FACT)
<PAGE>
4
EXHIBIT INDEX
Exhibit Document
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5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in Exhibit 5.1)
EXHIBIT 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
May 20, 1999
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as counsel for Playboy Enterprises, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
under the Act (the "Rules"), of shares of the Company's Class B Common Stock,
par value $.01 per share (the "Shares"), which registration is to be effected
under Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(as amended, the "Registration Statement") filed today.
We have examined those corporate records, certificates and other
documents as we have considered necessary or appropriate for the purposes of
this opinion. In this examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as copies, and the
legal capacity of all individuals who have executed any of the documents
reviewed by us. In rendering our opinion set forth below, we have relied as to
factual matters upon information obtained from the Company, its officers and
representatives and public officials.
Based on this examination, we are of the opinion that (a) the Company
has the corporate power and authority under the General Corporation Law of the
State of Delaware and under its Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws to issue the Shares, (b) the
Shares are validly authorized, and (c) upon issuance in accordance with the
plans under which the Shares are to be issued, the Shares will be validly
issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Act or the
Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON
EXHIBIT 23.1
CONSENT OF THE INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the registration statement on Form S-8 (Registration No. 333-74451) of
our report dated February 9, 1999 on our audits of the financial statements of
Playboy Enterprises, Inc.
PricewaterhouseCoopers LLP
Chicago, Illinois
May 20, 1999
