<PAGE>
As filed with the Securities and Exchange Commission on July, 14 2000
Registration No. 333-41354
================================================================================
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
-----------
UPROAR INC.
(Exact name of registrant as specified in its charter)
Delaware 133919458
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
240 West 35th Street
New York, New York, 10001
(Address of principal executive offices) (Zip Code)
-----------
UPROAR INC. 2000 STOCK INCENTIVE PLAN
OPTIONS GRANTED TO CERTAIN INDIVIDUALS PURSUANT TO WRITTEN COMPENSATION
AGREEMENTS PRIZEPOINT ENTERTAINMENT CORPORATION 1998 STOCK OPTION PLAN
(Full title of the plans)
-----------
Kenneth D. Cron
Chairman of the Board and Chief Executive Officer
Uproar Inc.
240 West 35th Street
New York, New York, 10001
(Name and address of agent for service)
(212)714-9500
(Telephone number, including area code, of agent for service)
-----------
This Post-Effective Amendment No. 1 to the Registration Statement shall become
effective in accordance with the provisions of Section 8(c) of the Securities
Act of 1933, as amended.
<PAGE>
-------------------------------------------------------------------------------
INCLUSION OF EXHIBITS
On July 13, 2000, Uproar Inc. (the "Registrant") registered 7,500,840 shares of
Common Stock for issuance under the Uproar Inc. 2000 Stock Incentive Plan,
Options granted to Thompson Barnhardt, David Becker, Vincent Bonney, Szilvia
Csorba, Paul DeBraccio, Andrea DiCastro, Stephen Duzs, Esther Dyson, Sean Ellis,
Timothy Ewing, Ivan Farkas, Timothy Guest, Thomas Hardart, Greg Horowitz, Gabor
Kertai, Christina Koukkos, Tamas Kovacs, Wai Lee, Gabor Legrady , David
Lumerman, Neil Marchant, Suzanne McNamee, Agnes Mezo, Stephen Sabo, Michael
Simon, Franciska Sitkey, Tamas Temesi, Gabor Tokaji ,Ferenczi Vantulekne, Joel
Wilhite, Brian Willis and Brian Willis pursuant to Written Compensation
Agreements and the PrizePoint Entertainment Corporation 1998 Stock Option Plan
on a Form S-8 Registration Statement with the Securities and Exchange
Commission, Registration Number 333-41354.
This Post-Effective Amendment No. 1 is being filed to include the following
Exhibits which were referenced but not included in the original filing: Exhibit
99.1 Uproar Inc. 2000 Stock Incentive Plan, Exhibit 99.2 Form of Notice of Grant
for Options Granted to Certain Individuals, Exhibit 99.3 Form of Share Option
Agreement for Options Granted to Certain Individuals, Exhibit 99.4 Form of
Written Compensation Agreement, Exhibit 99.5 PrizePoint Entertainment
Corporation 1998 Stock Option Plan, Exhibit 99.6 Form of Stock Option Agreement
for the PrizePoint Entertainment Corporation 1998 Stock Option Plan and Exhibit
99.7 Form of Option Assumption Agreement.
<PAGE>
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 this Post-effective Amendment Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this fourteenth day of March, 2000.
UPROAR INC.
By
-------------------------------------------------
Kenneth D. Cron
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Chairman of the Board of Directors and Chief July 13, 2000
------------------------------------ Executive Officer (Principal Executive Officer)
Kenneth D. Cron
/s/ Joel E. Wilhite * Chief Financial Officer (Principal Financial July 13, 2000
------------------------------------ and Accounting Officer)
Joel E. Wilhite
/s/ Christopher R. Hassett * President, Chief Operating Officer and Director July 13, 2000
------------------------------------
Christopher R. Hassett
/s/ Michael K. Simon * Executive Vice President and Director July 13, 2000
------------------------------------
Michael K. Simon
/s/ Thompson B. Barnhardt * Director July 11, 2000
------------------------------------
Thompson B. Barnhardt
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Thomas E. Dooley Director
------------------------------------
Esther Dyson Director
------------------------------------
James J. Geddes Director
------------------------------------
/s/ Catherine V. Mackay * Director July 13, 2000
------------------------------------
Catherine V. Mackay
</TABLE>
*By
------------------------
Kenneth D. Cron
4
