<PAGE>
As filed with the Securities and Exchange Commission
on June 18, 1997
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1104930
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
850 Third Avenue, New York, New York 10022
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
1995 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
Philip Galanes
General Counsel
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
850 Third Avenue
New York, New York 10022
(212) 583-6700
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price (1) Fee
------------- ---------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 5,750,000 $11.36 $65,310,028 $19,790.92
par value shares
$.01 per share
</TABLE>
===============================================================================
- ---------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), based on (1) the aggregate of the
exercise prices ($47,227,840) at which all 4,243,151 options
outstanding under the Plan may be exercised, plus (2) the average of
the high and low prices of the Common Stock, as reported on The
Nasdaq National Market on June 11, 1997 ($12), multiplied by the
1,506,849 shares that remain available for grant under the Plan.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this
Registration Statement contains a prospectus meeting the requirements of Part
I of Form S-3 relating to reofferings by certain persons of shares of common
stock, par value $.01 per share (the "Common Stock"), of Golden Books Family
Entertainment, Inc. to be acquired pursuant to the 1995 Stock Option Plan (the
"Plan").
ii
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act. Those documents and the
documents incorporated by reference into this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents which have been filed by Golden
Books Family Entertainment, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, as amended by the Company on Form 10-K/A, filed
on April 3, 1997.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997.
3. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on May 13, 1997.
4. The description of the Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on Form S-3
(Commission File Number 333-14335) filed with the Commission on January 8,
1997, including any amendments or reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in and
to be a part of this Registration Statement from the date of filing of such
reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal Opinion.
- 1 -
<PAGE>
The legality of the issuance of the Common Stock being
registered hereby is being passed upon by Schulte Roth & Zabel LLP, 900 Third
Avenue, New York, New York 10022, counsel for the Company.
Experts.
The consolidated financial statements of Golden Books Family
Entertainment, Inc. and Subsidiaries (formerly Western Publishing Group, Inc.
and Subsidiaries) (the "Company") appearing in the Company's Annual Report, as
amended (Form 10-K), at December 28, 1996, and for the eleven months then
ended, have been audited by Ernst & Young LLP, independent auditors, and at
February 3, 1996, and for each of the two years in the period ended February
3, 1996, by Deloitte & Touche LLP, independent auditors, as set forth in their
respective reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein in
reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Limitation of Directors' Liability.
The Delaware General Corporation Law ("DGCL") provides that
a corporation's certificate of incorporation may include a provision limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. However, no
such provision can eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) under Section
174 of the DGCL, which relates to liability for unlawful payments of dividends
or unlawful stock repurchases or redemptions, (iv) for any transaction from
which the director derived an improper personal benefit or (v) for any act or
omission prior to the adoption of such a provision in the certificate of
incorporation. The Company's Certificate of Incorporation contains a provision
eliminating the personal liability for monetary damages of its directors to
the full extent permitted under the DGCL.
Indemnification and Insurance.
The DGCL contains provisions setting forth conditions under
which a corporation may indemnify its directors and officers. The Company's
By-laws provides that a director or officer who is a party to any action, suit
or proceeding shall be entitled to be indemnified by the Company to the extent
permitted by the DGCL against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred by such director or officer in
connection with such action, suit or proceeding. The Company maintains an
officers' and directors' liability insurance policy which provides coverage to
the officers and directors of the Company for certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
- 2 -
<PAGE>
The following is a complete list of exhibits filed as a part
of this Registration Statement:
Exhibit No. Document
4 Golden Books Family Entertainment, Inc. 1995 Stock
Option Plan, as amended
5 Opinion of Schulte Roth & Zabel LLP re legality of
original issuance of shares of Common Stock being
registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Schulte Roth & Zabel LLP (included in
Exhibit 5)
24 Powers of Attorney (see pages II-1 and II-2 of this
Registration Statement)
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;
(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 any material change to such information in the
Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if 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 Exchange Act that are
incorporated by reference in the 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
- 3 -
<PAGE>
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; and
(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 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.
- 4 -
<PAGE>
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
18th day of June, 1997.
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
By: /s/ Philip Galanes
-------------------
Philip Galanes
General Counsel
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoint Philip E. Rowley and Philip Galanes, and each of them, as their
attorneys-in-fact, with full power of substitution, to execute in their names
and on behalf of the Registrant and each such person, individually and in each
capacity stated below, one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact shall from
time to time deem appropriate and to file any such amendment to this
Registration Statement with the Securities and Exchange Commission.
II-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated, on this 18th day of June, 1997.
Name and Signature Title
- ------------------ -----
/s/ Richard E. Snyder Chairman of the Board of Directors and
- ---------------------- Chief Executive Officer
Richard E. Snyder (Principal Executive Officer)
/s/ Philip E. Rowley Executive Vice President and Chief
- -------------------- Financial Officer (Principal Financial and
Philip E. Rowley Accounting Officer)
/s/ Eric Ellenbogen Director
- -------------------
Eric Ellenbogen
/s/ Linda L. Janklow Director
- --------------------
Linda L. Janklow
/s/ Marshall Rose Director
- -----------------
Marshall Rose
/s/ David A. Tanner Director
- -------------------
David A. Tanner
/s/ John L. Vogelstein Director
- ----------------------
John L. Vogelstein
II-2
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page
- ----------- -------- ----
4 Golden Books Family Entertainment
Inc. 1995 Stock Option Plan, as
amended
5 Opinion of Schulte Roth & Zabel LLP
re legality of original
issuance of shares of
Common Stock being
registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Schulte Roth & Zabel LLP
(included in Exhibit 5)
24 Powers of Attorney (see
pages II-1 and II-2 of this
Registration Statement)
<PAGE>
EXHIBIT 4
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
1995 STOCK OPTION PLAN, AS AMENDED
Section 1. Purpose
The Plan authorizes the Committee to provide to Employees and
Consultants of the Corporation and its Subsidiaries and Non-Employee Directors
of the Corporation, who are in a position to contribute materially to the
long-term success of the Corporation, with options to acquire Common Stock,
par value $.0l per share, of the Corporation. The Corporation believes that
this incentive program will cause those persons to increase their interest in
the Corporation's welfare, and aid in attracting and retaining Employees,
Consultants and Non-Employee Directors of outstanding ability.
Section 2. Definitions
Unless the context clearly indicates otherwise, the following terms,
when used in this Plan, shall have the meanings set forth in this Section:
(a) 'Board' shall mean the Board of Directors of the Corporation.
(b) 'Cause' shall mean failure to comply with any agreements with, or
policies of, the Corporation concerning disclosure of confidential or
proprietary information or competition with, or employment by, a competitor of
the Corporation; fraud or misappropriation with respect to the business of the
Corporation or intentional material damage to the property or business of the
Corporation; willful failure to perform reasonable duties and responsibilities
consistent with the Grantee's position; breach of fiduciary duty or willful
material misrepresentation to the Corporation; willful failure to act in
accordance with any specific, reasonable and lawful instructions consistent
with Grantee's position; conviction of a felony or crime involving moral
turpitude; habitual abuse of alcohol, drugs or controlled substances; or other
proper cause as determined in the sole discretion of the Committee.
(c) 'Code' shall mean the Internal Revenue Code of 1986 as it may
be amended from time to time.
(d) 'Committee' shall mean the Board, or any Committee of two or
more Directors that may be designated by the Board to administer the Plan.
(e) 'Consultant' shall mean any person who is engaged to perform
services for the Corporation or its Subsidiaries, other than as an Employee or
Director.
(f) 'Control Person' shall mean any person who, as of the date of
grant of an Option, owns (within the meaning of Section 422(b)(6) of the Code)
stock possessing more than ten percent (10%) of the total combined voting
power or value of all classes of stock of the Corporation or of any parent or
Subsidiary.
<PAGE>
(g) 'Corporation' shall mean Golden Books Family Entertainment,
Inc., a Delaware corporation.
(h) 'Director' shall mean any member of the Board.
(i) 'Employee' shall mean any full-time employee of the Corporation
or its Subsidiaries (including Directors who are otherwise employed on a
full-time basis by the Corporation or its Subsidiaries).
(j) 'Exchange Act' shall mean the Securities Exchange Act of 1934
as it may be amended from time to time.
(k) 'Fair Market Value' of stock on a given date shall be based upon:
(i) if the Stock is listed on a national securities exchange or quoted in an
interdealer quotation system, the last sales price or, if unavailable, the
average of the closing bid and asked prices per share of the Stock on such
date (or, if there was not trading or quotation in the Stock on such date, on
the next preceding date on which there was trading or quotation) as provided
by one of such organizations; or (ii) if the Stock is not listed on a national
securities exchange or quoted in an interdealer quotation system, as
determined by the Committee in good faith in its sole discretion.
(1) 'Grantee' shall mean a person granted an option under the
Plan.
(m) 'ISO' shall mean an Option granted pursuant to the Plan to
purchase shares of the Stock and intended to qualify as an incentive stock
option under Section 422 of the Code, as now or hereafter constituted.
(n) 'Non-Employee Director' shall mean a member of the Board who
is not an Employee of the Corporation, its Parent or any Subsidiaries.
(o) 'NQSO' shall mean an option granted pursuant to the Plan to
purchase shares of the Stock that is not an ISO.
(p) 'Options' shall refer collectively to ISOs and NQSOs issued
under and subject to the Plan.
(q) 'Parent' shall mean any parent corporation as defined in
Section 424 of the Code.
(r) 'Plan' shall mean this 1995 Stock Option Plan as set forth
herein and as amended from time to time.
(s) 'Stock' shall mean shares of the Common Stock of the
Corporation.
(t) 'Stock Option Agreement' shall mean a written agreement between
the Corporation and the Grantee, or a certificate accepted by the Grantee,
evidencing the grant of an Option hereunder and containing such terms and
conditions, not inconsistent with the Plan, as the Committee shall approve.
(u) 'Subsidiary' shall mean any corporation with respect to which the
Corporation owns, directly or indirectly, 50% or more of the total combined
voting power of all classes of stock of such corporation.
<PAGE>
Section 3. Shares of Stock Subject to the Plan
Subject to the provisions of Section 9, the total amount of Stock
with respect to which options may be granted under the Plan shall not exceed
5,750,000. Stock issuable under the Plan may be authorized but unissued shares
or reacquired shares of Stock. If, prior to exercise, any options are
forfeited, lapse or terminate for any reason, the Stock covered thereby may
again be available for Option grants under the Plan.
Section 4. Administration of the Plan
The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have the authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of Stock Option
Agreements thereunder and to make all other determinations necessary or
advisable for the administration of the Plan. Any controversy or claim arising
out of or related to this Plan or the Options granted thereunder shall be
determined unilaterally by, and at the sole discretion of, the Committee. Any
action of the Committee with respect to the Plan shall be final, conclusive,
and binding on all persons, including the Corporation, subsidiaries of the
Corporation, Grantees, any person claiming any rights under the Plan from or
through any Grantee, and stockholders. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee. To the extent
necessary to comply with Rule 16b-3 under the Exchange Act, determinations
concerning Options granted to any person who is subject to Section 16(b) of
the Exchange Act shall be made by the Committee, all of whose members shall be
'disinterested persons' within the meaning of Rule 16b-3 under the Exchange
Act. The Committee may delegate to officers or managers of the Corporation or
any Subsidiary the authority, subject to such terms as the Committee shall
determine, to perform administrative functions and, with respect to persons
not subject to Section 16 of the Exchange Act, to perform such other functions
as the Committee may determine, to the extent permitted under Rule 16b-3, if
applicable, and other applicable law.
Section 5. Types of Options
Options granted under the Plan may be of two types: ISOs or NQSOs.
The Committee shall have the authority and discretion to grant to an eligible
Employee either ISOs, NQSOs or both, but shall clearly designate the nature of
each Option at the time of grant in the Stock Option Agreement. Grantees who
are not Employees of the Corporation or a Subsidiary on the date an Option is
granted shall only receive NQSOs.
Section 6. Grant of Options to Employees, Consultants and Non-Employee
Directors
(a) Employees and Consultants of the Corporation and its Subsidiaries
and Non-Employee Directors of the Corporation shall be eligible to receive
Options under the Plan.
(b) The exercise price per share of Stock subject to an Option
granted to an Employee or Consultant shall be determined by the Committee and
<PAGE>
specified in the Stock Option Agreement, provided, however, that the exercise
price of each share subject to an Option shall be not less than (i) in the
case of an NQSO, 85%, (ii) in the case of an ISO granted to other than a
Control Person, 100%, and (iii) in the case of an ISO granted to a Control
Person, 110%, of the Fair Market Value of a share of the Stock on the date
such Option is granted.
(c) The term of each Option granted to an Employee or Consultant
shall be determined by the Committee and specified in a Stock Option
Agreement, provided that no Option shall be exercisable more than ten years
from the date such Option is granted, and provided further that no ISO granted
to a Control Person shall be exercisable more than five years from the date of
Option grant.
(d) Each Non-Employee Director who is elected or appointed as a
member of the Board on or after May 8, 1996, upon the date of such election or
appointment, shall receive an NQSO to purchase 5,000 shares of Stock, subject
to adjustment as provided in Section 9. Each year on the date of the annual
meeting of the stockholders of the Corporation subsequent to such election or
appointment, each Non-Employee Director shall automatically receive an NQSO to
purchase 3,000 shares of Stock, subject to adjustment as provided in Section
9. The exercise price per share of Stock subject to each NQSO granted under
this Section 6(d) shall equal 100% of the Fair Market Value of the Stock on
the date such NQSO is granted. No NQSO granted under this Section 6(d) shall
be exercisable after the expiration of ten years from the date such NQSO is
granted.
(e) The Committee shall determine and designate from time to time
Employees or Consultants who are to be granted options, and shall specify in
the Stock Option Agreement the nature of each Option granted and the number of
shares of Stock subject to each such Option, provided, however, that in any
calendar year, no Employee or Consultant may be granted an Option to purchase
more than 1,500,000 shares of Stock (determined without regard to when such
Option is exercisable), subject to adjustment pursuant to Section 9.
(f) Notwithstanding any other provisions hereof, the aggregate Fair
Market Value (determined at the time the ISO is granted) of the Stock with
respect to which ISOs are exercisable for the first time by any Employee
during any calendar year under all plans of the Corporation and any Parent or
Subsidiary corporation shall not exceed $100,000. To the extent the limitation
set forth in the preceding sentence is exceeded, the Options with respect to
such excess all be treated as NQSOs.
(g) The Committee shall determine whether any Option granted to an
Employee or Consultant shall become exercisable in one or more installments
and specify the installment dates in the Stock Option Agreement and, with
respect to any outstanding option, the Committee may, at any time or upon the
occurrence of any event, accelerate the exercisability of any such
installment. The Committee may also specify in the Stock Option Agreement such
other provisions, not inconsistent with the terms of this Plan, as it may deem
desirable, including such provisions as it may deem necessary to qualify any
ISO under the provisions of Section 422 of the Code.
<PAGE>
(h) The Committee may, at any time, grant new or additional options
to any eligible Employee or Consultant who has previously received options
under this Plan, or options under other plans, whether such prior options or
other options are still outstanding, have been exercised previously in whole
or in part, or have been canceled. The exercise price of such new or
additional options may be established by the Committee, subject to Section
6(b) hereof, without regard to such previously granted Options or other
options.
Section 7. Exercise of Options
(a) A Grantee shall exercise an Option by delivery of written notice
to the Corporation setting forth the number of shares with respect to which
the Option is to be exercised, together with cash, certified check, bank
draft, wire transfer, or postal or express money order payable to the order of
the Corporation for an amount equal to the Option price of such shares and any
income tax required to be withheld. The Committee may, in its sole discretion,
permit a Grantee to pay all or a portion of the exercise price by delivery of
Stock or other property (including notes or other contractual obligations of
Grantees to make payment on a deferred basis, such as through 'cashless
exercise' arrangements, to the extent permitted by applicable law), and the
methods by which Stock will be delivered or deemed to be delivered to
Grantees.
(b) Except as provided pursuant to Section 8(a), no option granted to
an Employee or Consultant shall be exercised unless at the time of such
exercise the Grantee is then an Employee or Consultant of the Corporation or a
Subsidiary.
(c) The number of shares of Stock which are issued pursuant to the
exercise of an Option shall be charged against the maximum limitation on
shares set forth in Section 3 hereof.
Section 8. Exercise of Options upon Termination
(a) Unless otherwise determined by the Committee and specified in the
Stock Option Agreement, upon the termination of a Grantee's relationship with
the Corporation and its Subsidiaries, the period during which such Grantee may
exercise any outstanding and then exercisable installments of his Options
shall not exceed: (i) if such termination is due to death, 90 days from the
date of such termination, and (ii) in all other cases, 30 days from the date
of such termination, provided, however, that in no event shall the period
extend beyond the expiration of the Option term. Notwithstanding the
foregoing, all Options shall immediately terminate upon a termination of a
Grantee's employment if the Committee determines, in its sole discretion, that
such termination is for Cause.
(b) Unless otherwise determined by the Committee and specified in the
Stock Option Agreement, in no event shall any Option be exercisable for more
than the maximum number of shares that the Grantee was entitled to purchase at
the date of termination of the relationship with the Corporation and its
Subsidiaries.
(c) The sale of any Subsidiary shall be treated as a termination of
employment with respect to any Grantee employed by such Subsidiary.
<PAGE>
(d) Subject to the foregoing, in the event of death, Options may
be exercised by a Grantee's legal representative.
Section 9. Adjustment Upon Changes in Capitalization
In the event of any dividend or other distribution (whether in the
form of cash, Stock, or other property), recapitalization, forward or reverse
split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction or
event, affects the Stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Optionees under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any
or all of (i) the number and kind of shares of Stock deemed to be available
thereafter for grants of Options under Section 3, (ii) the number and kind of
shares of Stock that may be delivered or deliverable in respect of outstanding
Options, (iii) the number of shares with respect to which Options may be
granted to a given Grantee in the specified period as set forth in Section
6(e), and (iv) the exercise price (or, if deemed appropriate, the Committee
may make provision for a cash payment with respect to any outstanding Option).
In addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Options (including, without
limitation, cash payments in exchange for an Option or substitution of Options
using stock of a successor or other entity) in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Corporation or any Subsidiary or the
financial statements of the Corporation or any Subsidiary, or in response to
changes in applicable laws, regulations, or accounting principles.
Section 10. Restrictions on Issuing Shares
The Corporation shall not be obligated to deliver Stock upon the
exercise or settlement of any Option or take other actions under the Plan
until the Corporation shall have determined that applicable federal and state
laws, rules, and regulations have been complied with and such approvals of any
regulatory or governmental agency have been obtained and contractual
obligations to which the option may be subject have been satisfied. The
Corporation, in its discretion, may postpone the issuance or delivery of Stock
under any Option until completion of such stock exchange listing or
registration or qualification of such Stock or other required action under any
federal or state law, rule, or regulation as the Corporation may consider
appropriate, and may require any Grantee to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Stock under the Plan.
Section 11. Tax Withholding
The Corporation shall have the right to require that the Grantee make
such provision, or furnish the Corporation such authorization, necessary or
desirable so that the Corporation may satisfy its obligation, under applicable
laws, to withhold or otherwise pay for income or other taxes of the Grantee
attributable to the grant or exercise of Options granted under the Plan or the
sale of Stock issued with respect to Options. This authority shall include
authority to withhold or receive Stock or other property and to make cash
payments in respect thereof in satisfaction of a Grantee's tax obligations.
<PAGE>
Section 12. Transferability
No Option shall be subject to anticipation, sale, assignment, pledge,
encumbrance, charge or transfer except by will or the laws of descent and
distribution, and an Option shall be exercisable during the Grantee's lifetime
only by the Grantee, provided, however, that the Committee may permit a
Grantee to transfer an Option to a family member or a trust created for the
benefit of family members. In the case of such a transfer, the transferee's
rights and obligations with respect to the Option shall be determined by
reference to the Grantee and the Grantee's rights and obligations with respect
to the Option had no transfer been made. Notwithstanding such transfer, the
Grantee shall remain obligated pursuant to Section 11 if required by
applicable law.
Section 13. General Provisions
(a) Each Option shall be evidenced by a Stock Option Agreement. The
terms and provisions of such Stock Option Agreements may vary among Grantees
and among different Options granted to the same Grantee.
(b) The grant of an Option in any year shall not give the Grantee any
right to similar grants in future years, any right to continue such Grantee's
employment relationship with the Corporation or its Subsidiaries, or, until
such Option is exercised and share certificates are issued, any rights as a
Stockholder of the Corporation. All Grantees shall remain subject to discharge
to the same extent as if the Plan were not in effect.
(c) No Grantee, and no beneficiary or other persons claiming under or
through the Grantee shall have any right, title or interest by reason of any
Option to any particular assets of the Corporation or its Subsidiaries, or any
shares of Stock allocated or reserved for the purposes of the Plan or subject
to any Option except as set forth herein. The Corporation shall not be
required to establish any fund or make any other segregation of assets to
assure the payment of any option.
(d) The issuance of shares of Stock to Grantees or to their legal
representatives shall be subject to any applicable taxes and other laws or
regulations of the United States or of any state having jurisdiction thereof.
Section 14. Amendment or Termination
The Board may, at any time, alter, amend, suspend, discontinue or
terminate this Plan; provided, however, that no such action shall adversely
affect the rights of Grantees to Options previously granted hereunder and,
provided further, however, that any shareholder approval necessary or
desirable in order to comply with Rule 16b-3 under the Exchange Act or with
Section 422 of the Code (or other applicable law or regulation) shall be
obtained in the manner required therein. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue, or
terminate, any Option theretofore granted and any Stock Option Agreement
relating thereto; provided, however, that, without the consent of an affected
Grantee, no such action may materially impair the rights of such Grantee under
such Option.
<PAGE>
Section 15. Effective Date of Plan
This Plan is effective upon its adoption by the Board, conditional
upon approval of the Corporation's stockholders. No ISO may be granted more
than ten years after such date.
<PAGE>
Exhibit 5
[Letterhead of Schulte Roth & Zabel LLP]
Opinion of Schulte Roth & Zabel LLP
June 18, 1997
Golden Books Family Entertainment, Inc.
850 Third Avenue
New York, New York 10022
Dear Sirs:
We have acted as counsel to Golden Books Family
Entertainment, Inc., a Delaware corporation (the "Company"), in connection
with the preparation and filing by the Company with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the offer and sale of an aggregate of
5,750,000 shares of Common Stock, par value $.01 per share, of the Company
(the "Shares"). The Shares may be offered and sold from time to time by
certain employees, non-employee directors and consultants of the Company (the
"Stockholders") who are participants in the Company's 1995 Stock Option Plan
(the "Plan"). Under the Plan, options may be acquired by the Stockholders only
upon the designation of the Board of Directors or a committee of the Board of
Directors formed for that purpose.
In our capacity as counsel, we have examined originals,
telecopies or copies of such records of the Company and all such agreements,
certificates of public officials, certificates of officers or representatives
of the Company and others, and such other documents, certificates and
corporate or other records, as we have deemed necessary or appropriate as a
basis for this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents. As to any facts material to this opinion that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to
be offered and sold by the Stockholders pursuant to the Registration Statement
have been duly authorized and, when issued and delivered to the Stockholders
<PAGE>
in accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF ERNST & YOUNG LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1995 Stock Option Plan, as
amended, of Golden Books Family Entertainment, Inc. and Subsidiaries (formerly
Western Publishing Group, Inc. and Subsidiaries) (the "Company") and to the
incorporation by reference therein of our report dated March 21, 1997, with
respect to the consolidated financial statements and schedules of the Company
included in its Annual Report, as amended (Form 10-K) for the eleven months
ended December 28, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
/s/ Ernst & Young LLP
New York, New York
June 13, 1997
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Golden Books Family Entertainment, Inc. and Subsidiaries (formerly Western
Publishing Group, Inc. and Subsidiaries) on Form S-8 of our reports dated
April 2, 1996, appearing in the Annual Report on Form 10-K of Golden Books
Family Entertainment, Inc. and Subsidiaries for the period ended December 28,
1996, and to the reference to us under the heading "Experts" in the
prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
June 13, 1997
