<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PLAYBOY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2258830
(State of Incorporation) (IRS Employer
Identification No.)
680 North Lake Shore Drive
Chicago, Illinois 60611
(Address of principal executive offices)
Playboy Enterprises, Inc. 1995 Stock Incentive Plan
(Full title of the Plan)
Irma Villarreal
Secretary
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, Illinois 60611
(312) 751-8000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
offering maximum Amount of
Title of each class of Amount to be price aggregate registration
securities to be registered registered per share offering price fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, $.01 par value 26,250(1) $7.875(2) $206,718.75 $72
Shares
</TABLE>
(1) Class B shares offered pursuant to stock options or other awards which
may be granted or issued in the future under the Playboy Enterprises,
Inc. 1995 Stock Incentive Plan (the "Plan") and which were not
included in the Registrant's previously filed Registration Statement
on Form S-8 (Registration No. 33-58145) related to the Plan.
(2) Calculated using the high and low prices of Class B shares in the
composite reporting system for June 22, 1995.
<PAGE> 2
PART II
Pursuant to General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement on Form S-8 related to Playboy
Enterprise, Inc.'s 1995 Stock Incentive Plan (the "Plan") and filed with the
Securities and Exchange Commission on March 20, 1995 (Registration No.
33-58145) are incorporated by reference into this Registration Statement on
Form S-8 related to the Plan.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
2
<PAGE> 3
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 Chicago, State of Illinois, on June 22, 1995.
PLAYBOY ENTERPRISES, INC.
(Registrant)
By: /s/Howard Shapiro
-----------------------------------
Howard Shapiro, Executive Vice
President, Law and Administration, and
General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Christie Hefner Chairman and Chief )
- -------------------------- Executive Officer )
Christie Hefner and Director )
(Principal Executive )
Officer) )
)
/s/David I. Chemerow Executive Vice )
- ------------------------ President, Finance and )
David I. Chemerow Operations (Principal )
Financial and Accounting )
Officer) )
)
/s/Dennis S. Bookshester Director )
- ------------------------- )
Dennis S. Bookshester )
)
/s/Robert Kamerschen Director ) June 22, 1995
- ------------------------ )
Robert Kamerschen )
)
Director )
- ---------------------------------- )
John R. Purcell )
)
/s/Sol Rosenthal Director )
- ---------------------------- )
Sol Rosenthal )
)
Director and Executive )
- ---------------------------------- Vice President )
Richard S. Rosenzweig )
</TABLE>
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ----------- ------------
<S> <C> <C>
5.1 Opinion of Counsel 5
23.1 Consent of Coopers & Lybrand L.L.P. 6
</TABLE>
4
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF PLAYBOY ENTERPRISES, INC.]
June 27, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am the Executive Vice President, Law and Administration, and
General Counsel to Playboy Enterprises, Inc., a Delaware corporation (the
"Company"), and have acted as counsel to the Company in connection with the
issuance of up to 26,250 shares (the "Shares") of the Company's Class B Common
Stock, $.01 par value, issuable under the Company's 1995 Stock Incentive Plan
(the "Plan") pursuant to a Registration Statement on Form S-8, filed by the
Company with the Securities and Exchange Commission on June 27, 1995 (the
"Registration Statement").
I am familiar with the proceedings taken and to be taken by
the Company in connection with the authorization, issuance and sale of the
Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, I have
examined such documents and such questions of law and fact, including an
examination of originals or copies certified or otherwise identified to my
satisfaction of such documents, corporate records and instruments as I have
deemed necessary or appropriate for purposes of this opinion.
Based on the foregoing, it is my opinion that the Shares to be
issued or sold pursuant to the Plan have been duly authorized, and that such
stock, when issued or sold in accordance with the terms thereof, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and I further consent to the use of my name under
the heading "Legal Matters" in the Prospectus which is part of the Registration
Statement.
Respectfully submitted,
Howard Shapiro, Esq.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Playboy Enterprises, Inc. on Form S-8 relating to the Playboy Enterprises, Inc.
1995 Stock Incentive Plan of our report dated July 26, 1994, on our audits of
the consolidated financial statements and financial statement schedules of
Playboy Enterprises, Inc. as of June 30, 1994 and 1993 and for each of the
three years in the period ended June 30, 1994, which report is included in the
Annual Report on Form 10-K.
We also consent to the use of our name and the statements with respect to us
appearing under the heading "Experts" in the prospectus that is part of the
above referenced registration statement.
Coopers & Lybrand L.L.P.
Chicago, Illinois
June 27, 1995
