As filed with the Securities and Exchange Commission on May 6, 1999
Registration Statement No. 333-75963
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
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PLAYBOY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 36-4249478
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
(312) 751-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Howard Shapiro, Esq.
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
(312) 751-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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copies to:
James M. Dubin, Esq. Kris F. Heinzelman, Esq.
John P. McEnroe, Esq. Cravath, Swaine & Moore
Paul, Weiss, Rifkind, Wharton & Garrison Worldwide Plaza
1285 Avenue of the Americas 825 Eighth Avenue
New York, New York 10019-6064 New York, New York 10019
(212) 373-3000 (212) 474-1000
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Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
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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, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]
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. [ ]
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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, as amended, or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This amendment no. 2 is filed solely to update an exhibit that was
included in the original filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits Description
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1.1* Form of Underwriting Agreement
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
legality of the securities
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained
in Exhibit 5.1 to this registration statement)
23.2* Consent of PricewaterhouseCoopers LLP with respect to Playboy
Enterprises, Inc.
23.3* Consent of Grant Thornton LLP with respect to Spice
Entertainment Companies, Inc.
24.1* Powers of Attorney (included on the signature page of this
registration statement)
- --------------
* Previously filed.
(b) Financial Statement Schedules included separately in the registration
statement
None.
II-1
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SIGNATURES
Under the requirements of the Securities Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-3 and have duly caused this amendment no. 2 to the registration statement
to be signed on our behalf by the undersigned, duly authorized to sign this
amendment in the City of Chicago, Illinois, on the 6th day of May, 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, this amendment no. 2 to
the 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 6, 1999
- --------------------- Executive Officer and Director
Christie A. Hefner (Principal Executive Officer)
* Director May 6, 1999
- ---------------------
Dennis S. Bookshester
* Director May 6, 1999
- ---------------------
David I. Chemerow
* Director May 6, 1999
- ---------------------
Donald G. Drapkin
II-2
<PAGE>
Signature Title Date
- --------- ----- ----
Executive Vice-President, Finance
* and Operations and Chief Financial May 6, 1999
- --------------------- Officer (Principal Financial and
Linda G. Havard Accounting Officer)
* Executive Vice President and May 6, 1999
- --------------------- Director
Richard S. Rosenzweig
* Director May 6, 1999
- ---------------------
Sol Rosenthal
* Director May 6, 1999
- ---------------------
Sir Brian Wolfson
* By: /s/ HOWARD SHAPIRO
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Howard Shapiro
(Attorney-in-fact)
II-3
<PAGE>
EXHIBIT INDEX
Exhibits Description
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1.1* Form of Underwriting Agreement
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
legality of the securities
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained
in Exhibit 5.1 to this registration statement)
23.2* Consent of PricewaterhouseCoopers LLP with respect to Playboy
Enterprises, Inc.
23.3* Consent of Grant Thornton LLP with respect to Spice
Entertainment Companies, Inc.
24.1* Powers of Attorney (included on the signature page of this
registration statement)
- --------------
* Previously filed.
EXHIBIT 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 Avenue of the Americas
New York, New York 10019-6064
May 6, 1999
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
Playboy Enterprises, Inc.
Registration Statement on Form S-3
Registration No. 333-75963
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Ladies and Gentlemen:
In connection with the referenced Registration Statement on Form S-3
(the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations under the Act (the "Rules"), we have been requested by
Playboy Enterprises, Inc., a Delaware corporation (the "Company"), to furnish
our opinion as to the legality of the 875,000 shares (the "Company Shares")
offered by the Company of the Company's Class B common stock, par value $0.01
per share (the "Common Stock"), including up to 375,000 shares issuable by the
Company upon exercise of the underwriters' overallotment option, and 2,000,000
shares (the "Stockholder Shares") offered by the selling stockholder, which
shares are registered for sale under the Registration Statement.
<PAGE>
2
In connection with the furnishing of this opinion, we have reviewed the
Registration Statement (including all amendments), the form of the Underwriting
Agreement included as Exhibit 1.1 to the Registration Statement (the
"Underwriting Agreement"), originals, or copies certified or otherwise
identified to our satisfaction, of the Company's Amended and Restated
Certificate of Incorporation, two Certificates of Amendment of the Amended and
Restated Certificate of Incorporation, each dated March 15, 1999, and Amended
and Restated By-laws, each as in effect today and records of certain of the
Company's corporate proceedings.
We also have examined and relied upon representations as to factual
matters contained in certificates of officers of the Company, and have made
those other investigations of fact and law and have examined and relied upon the
originals, or copies certified or otherwise identified to our satisfaction, of
those documents, records, certificates or other instruments, and upon factual
information otherwise supplied to us, as in our judgment are necessary or
appropriate to render the opinions expressed below.
In addition, we have assumed, without independent investigation, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity of original documents to all documents submitted to
us as certified, photostatic, reproduced or conformed copies, the authenticity
of all the latter documents and the legal capacity of all individuals who have
executed any of the documents reviewed by us.
Based upon the foregoing, we are of the opinion that (i) the Company
Shares are duly authorized and when issued, delivered and paid for as
contemplated in the
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3
Registration Statement and the Underwriting Agreement, will be validly issued,
fully paid and nonassessable, (ii) the Stockholder Shares are duly authorized,
validly issued, fully paid and nonassessable and (iii) any shares of Common
Stock which may be registered for sale under a related registration statement
filed under Rule 462(b) under the Act by the Company, when duly issued,
delivered and paid for as contemplated in the Registration Statement and the
Underwriting Agreement, will be duly authorized, validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the General Corporation Law
of the State of Delaware. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinion is rendered only with
respect to laws and the rules, regulations and orders under them, which are
currently in effect.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the prospectus included in the Registration Statement. We
also consent to the incorporation by reference of this opinion as an Exhibit in
a related registration statement filed by the Company under Rule 462(b) under
the Act and to the use of our name under the heading "Legal Matters" contained
in the prospectus included in
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the related registration statement. In giving these consents, 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,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
