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REGISTRATION NO. 333-33055
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PLAYNET TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2706304
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MARITIME PLAZA, SAN FRANCISCO, CA 94111
(Formerly 152 West 57th Street, NY, NY 10019)
(Address of Principal Executive Offices) (Zip Code)
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COMPENSATION AGREEMENT WITH MARK NEUHAUS
COMPENSATION AGREEMENT WITH JOHN BANAS
COMPENSATION AGREEMENT WITH LANGLEY DOWNEY ENTERTAINMENT, INC.
COMPENSATION AGREEMENT WITH PALEX METALS, INC.
COMPENSATION AGREEMENT WITH MAG & ASSOCIATES, INC.
COMPENSATION AGREEMENT WITH SOUND CAPITAL, INC.
COMPENSATION AGREEMENT WITH HENRY STEENECK
(FULL TITLE OF THE PLAN)
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MR. SHMUEL COHEN, PRESIDENT WITH COPIES TO:
PLAYNET TECHNOLOGIES, INC. PHILIP K. YACHMETZ, ESQ.
ONE MARITIME PLAZA 7 NORTH KOEWING PLACE
SAN FRANCISCO, CALIFORNIA 94111 WEST ORANGE, NEW JERSEY 07052-4014
TELEPHONE: (415) 217-3600 TELEPHONE: (973) 243-8799
FACSIMILE: (415) 676-5790 FACSIMILE: (973) 243-9333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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PURPOSE OF AMENDMENT
PlayNet Technologies, Inc. ("PlayNet") has heretofore filed
Registration Statement No. 333-33055 (the "Registration Statement") which
registered 2,359,834 shares of Common Stock, par value $.001 per share (the
"Common Stock"), for sale and issuance as compensation in lieu of cash pursuant
to Compensation Agreements with, or in payment of services previously rendered
from, various consultants or vendors of PlayNet. On August 18, 1997, PlayNet
terminated the Consulting and Marketing License Agreement and associated
Nonqualified Stock Option Agreement between Mark Neuhaus and PlayNet, each dated
August 1, 1997 (the "Neuhaus Compensation Agreement"), and as such will not be
issuing the 2,000,000 shares of Common Stock called for under such Option
Agreement. Therefore, the Registration Statement is hereby amended to deregister
the 2,000,000 shares of Common Stock previously registered for sale and issuance
as compensation in lieu of cash to Mark Neuhaus pursuant to and under the terms
of the Neuhaus Compensation Agreement.
USE OF PROCEEDS
As a result of this Amendment, the Company will not receive any
proceeds from the sale and issuance of the remaining 359,834 shares of Common
Stock previously registered on the Registration Statement, but will benefit from
the services rendered under the Compensation Agreements.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with
the Securities and Exchange Commission (File No. 0-25296) pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB and 10-KSB/A
for the fiscal year ended October 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended January 31, 1997 and April 30, 1997 and the Registrant's
Current Report on Form 8K, filed by the Registrant on August 1, 1997; and
(c) See Item 4, Description of Securities in the Registration
Statement.
All documents filed subsequent to the date of this Amendment to
the Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Amendment to the Registration Statement and the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
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(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 the 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 in this Amendment to the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6 of
the Registration Statement, 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 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 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, 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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
the 21st day of August, 1997.
PLAYNET TECHNOLOGIES, INC.
(Registrant)
By: /s/ Shmuel Cohen
Shmuel Cohen
President and Chief Executive Officer
By: /s/Stuart Aarons
Stuart Aarons
Acting Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933, this 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>
Signature Title Date
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<S> <C> <C>
/s/ Joseph Ettinger Director August 21, 1997
Joseph Ettinger
/s/ Yael Cohen Director August 21, 1997
Yael Cohen
/s/ Barry Frank Director August 21, 1997
Barry Frank
/s/ Mark Lewis Director August 21, 1997
Mark Lewis
</TABLE>
