<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 333-
-----
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 or Other Jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
680 North Lake Shore Drive
Chicago, Illinois 60611
(Address of principal executive offices)
Playboy Enterprises, Inc. Employee Stock Purchase Plan
(Full title of the Plan)
--------------------------------------
Howard Shapiro, Esq.
Executive Vice President,
Law and Administration, and General Counsel
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, Illinois 60611
(312) 751-8000
(Name, address, and telephone number,
including area code, of agent for service)
--------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
maximum maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share offering price registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, $.01 par value 50,000 $14.625(1) $731,250 $253
Shares
===============================================================================================================
</TABLE>
(1) Calculated using the high and low prices of Class B shares in the composite
reporting system for June 21, 1996.
===============================================================================
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE
The Annual Report on Form 10-K of Playboy Enterprises, Inc. (the
"Company" or the "Registrant") for the fiscal year ended June 30, 1995, its
Quarterly Reports on Form 10-Q for the quarterly periods ending September 30,
1995, December 31, 1995 and March 31, 1996 and the description of the Company's
Class A and Class B Common Stock contained in the registration statement on Form
8-A dated May 17, 1990, as amended by Form 8, dated June 7, 1990, and any
amendment or report filed for the purpose of updating such description, are
incorporated by reference into this registration statement. Any documents filed
by the Company subsequent to the filing of this registration statement pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), 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 filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Howard Shapiro, Esq., whose opinion regarding the validity of the
securities offered hereby is filed as Exhibit 5.1 hereto, is an officer of the
Company. Mr. Shapiro is the Company's Executive Vice President, Law and
Administration, and General Counsel.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually reasonably incurred in connection with such action, suit
or proceeding provided that such director or officer acted in good faith in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer had no reasonable cause to believe his or her
conduct was unlawful.
2
<PAGE>
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought determines that despite the adjudication
of liability such director or officer is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 145 of the GCL further provides that (i) to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, such director or
officer shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by such director or officer in connection
therewith; (ii) expenses may be advanced by the corporation subject to an
undertaking of the director or officer to reimburse such expenses if the person
receiving the advance is ultimately determined not to be entitled to
indemnification; (iii) indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled otherwise; and (iv) the corporation may purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
As permitted by Section 102(b)(7) of the GCL, Article TWELFTH of the
Company's Restated Certificate of Incorporation provides that directors of the
Company will be exempt from monetary liabilities in certain circumstances, as
follows:
"Directors shall not be personally liable to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty as a
director, except for liability (i) for 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
a knowing violation of law; (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit."
Article VII, Section 6 of the Company's bylaws provides for
indemnification of officers and directors of the Company, to the fullest extent
permitted by the GCL, for all expense, liability and loss in connection with any
action, suit or proceeding while serving as a director or officer of the Company
or as an officer,
3
<PAGE>
director or employee of any other entity at the request of the Company. Such
indemnification continues as to a person who has ceased to be a director or
officer, and inures to the benefit of his or her heirs, executors and
administrators. The Company is required to indemnify any officer or director in
connection with a proceeding initiated by such officer or director only if such
proceeding was authorized by the Board. The right to indemnification includes
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition subject to receipt by the Company
of any required undertaking to repay all amounts so advanced if it shall
ultimately be determined that the director or officer is not entitled to be
indemnified under the Company's bylaws or otherwise. If an indemnification
claim is not paid in full by the Company within ninety days after a written
claim has been received by the Company, the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant is also entitled to be paid the
expense of prosecuting that claim. The right to indemnification and payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in the bylaws is not exclusive of any other rights. This section of
the bylaws provides further that the Company may maintain insurance to protect
any director or officer against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against such expense,
liability or loss. The Company maintains such insurance for its directors and
officers.
ITEM 8. EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 Form of certificate for shares of the Company's Class B Common
Stock (incorporated by reference to Exhibit 1.2 of the
Registration Statement on Form 8-A, dated May 17, 1990, as
amended by Form 8, dated May 17, 1990; Commission File No. 1-
6813)
4.2 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's annual
report on Form 10-K for the year ended June 30, 1995; Commission
File No. 1-6813).
4.3 Restated bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's annual report on Form 10-K for the
year ended June 30, 1994; Commission File No. 1-6813).
4.4 Playboy Enterprises, Inc. Employee Stock Purchase Plan
5.1 Opinion of Counsel
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Counsel (included in Exhibit 5.1)
4
<PAGE>
24.1 Powers of Attorney
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 of 1933 (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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar amount would not exceed that which is registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 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
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.
5
<PAGE>
(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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 Securities and Exchange
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.
6
<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 Chicago, State of Illinois, on June 25, 1996.
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 indicated on June 25, 1996.
Signature Title
- --------- -----
*
- -----------------------------
Christie Hefner Chairman and Chief Executive
Officer and Director (Principal
Executive Officer)
/s/ Rebecca Maskey Senior Vice President, Finance
- ----------------------------- (Principal Financial and
Rebecca Maskey Accounting Officer)
*
- -----------------------------
Dennis S. Bookshester Director
*
- -----------------------------
David I. Chemerow Director
*
- -----------------------------
Robert Kamerschen Director
*
- -----------------------------
Sol Rosenthal Director
7
<PAGE>
*
- -----------------------------
Richard S. Rosenzweig Director
*
- -----------------------------
Sir Brian Wolfson Director
* The undersigned, by signing his name below, has hereby signed this
Registration Statement on Form S-8 on behalf of the above-named Directors on
June 25, 1996, pursuant to a power of attorney executed on behalf of each such
Director and filed herewith as Exhibit 24.1.
By: /s/ Howard Shapiro
------------------
Howard Shapiro
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
============== ================================================= =============
Sequentially
Exhibit Number Description Numbered Page
- -------------- ------------------------------------------------- -------------
<C> <S> <C>
________________________________________________________________________________
4.1 Form of certificate for shares of the Company's
Class B Common Stock (incorporated by
reference to Exhibit 1.2 of the Registration
Statement on Form 8-A, dated May 17, 1990, as
amended by Form 8, dated May 17, 1990;
Commission File No. 1-6813)
________________________________________________________________________________
4.2 Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
3.1 of the Company's annual report on Form 10-
K for the year ended June 30, 1995;
Commission File No. 1-6813)
________________________________________________________________________________
4.3 Restated bylaws of the Company (incorporated
by reference to Exhibit 3.2 of the Company's
annual report on Form 10-K for the year ended
June 30, 1994; Commission File No. 1-6813)
________________________________________________________________________________
4.4 Playboy Enterprises, Inc. Employee Stock
Purchase Plan
________________________________________________________________________________
5.1 Opinion of Counsel
________________________________________________________________________________
23.1 Consent of Coopers & Lybrand, L.L.P.
________________________________________________________________________________
23.2 Consent of Counsel (included in Exhibit 5.1)
________________________________________________________________________________
24.1 Powers of Attorney
================================================================================
</TABLE>
9
<PAGE>
PLAYBOY ENTERPRISES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE.
This Employee Stock Purchase Plan (the "Plan") is intended to advance the
interests of Playboy Enterprises, Inc. (the "Company") and its stockholders by
allowing employees of the Company and those subsidiaries of the Company that
participate in the Plan the opportunity to purchase shares of the Company's
Class B Common Stock ("Class B Common Stock"). It is intended that the Plan
will constitute an "employee stock purchase plan" within the meaning of Section
423 of the Internal Revenue Code of 1986, as amended from time to time (the
"Code").
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors, each of whose members is a
"disinterested person" within the meaning of Rule 16b-3 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). The majority of the
Committee shall constitute a quorum, and the action of (a) a majority of the
members of the Committee present at any meeting at which a quorum is present or
(b) all members acting unanimously by written consent, shall be the acts of the
Committee.
The interpretation and construction by the Committee of any provision of
the Plan or of any subscription to purchase shares under it shall be final. The
Committee may establish any policies or procedures which in the discretion of
the Committee are relevant to the operation and administration of the Plan and
may adopt rules for the administration of the Plan. The Committee will, from
time to time, designate the subsidiaries (as defined below) of the Company whose
employees will be eligible to participate in the Plan. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any subscription to purchase shares under it. For
purposes of this Plan, the term "subsidiary" means any corporation in which the
Company directly or indirectly owns or controls more than 50 percent of the
total combined voting power of all classes of stock issued by the corporation.
SECTION 3. ELIGIBILITY.
Each employee of the Company or of a participating subsidiary of the
Company whose customary employment is a minimum of 20 hours per week as of any
Subscription Date (as defined below) may subscribe to purchase shares of Class B
Common Stock under the terms of the Plan, except that no employee may
<PAGE>
subscribe to purchase shares on the immediately following Purchase Date (as
defined below) if, immediately after such Subscription Date, such employee would
own stock possessing 5 percent or more of the total combined voting power or
value of all classes of stock of the Company or of any subsidiary of the
Company. For purposes of this paragraph, stock ownership of an individual shall
be determined under the rules of Section 424(d) of the Code.
For purposes of the Plan:
(a) The term "Subscription Date" means the first business day of each
fiscal quarter of the Company during which the Plan is effective. The first
Subscription Date under the Plan will be July 1, 1996.
(b) The term "Purchase Date" means the last business day of the fiscal
quarter in which the related Subscription Date occurs.
SECTION 4. PARTICIPATION.
(a) An eligible employee shall evidence his or her agreement to subscribe
for shares by completing a written agreement (the "Subscription and
Authorization Form") provided by the Committee and filing it as directed by the
Committee at least 10 business days before the applicable Subscription Date.
Once an employee provides the Committee with the Subscription and Authorization
Form, he or she continues as a participant in the Plan on the terms provided in
such form until he or she provides a new form at least 10 business days before a
Subscription Date or withdraws from the Plan by providing written notice to the
Company at least 10 business days before any Purchase Date.
(b) In the Subscription and Authorization Form, an eligible employee shall
subscribe for any whole dollar amount of shares of Class B Common Stock subject
to the following limitations: (i) the whole dollar amount shall not exceed 2.5
percent of his or her compensation (as defined below); and (ii) the maximum
number of shares of Class B Common Stock covered by the Subscription and
Authorization Form shall not exceed 1,000 shares of the Class B Common Stock.
For purposes of this Plan, the term "compensation" means gross regular
earnings shown on an employee's most recent W-2 form prior to the applicable
Subscription Date (adjusted to an annual rate, if the W-2 form covers less than
12 calendar months) and does not include any deferred compensation.
SECTION 5. STOCK.
The stock purchased under the Plan shall be shares of authorized but
unissued or reacquired Class B Common Stock.
2
<PAGE>
Subject to the provisions of Section 6(h), the aggregate number of shares which
may be purchased under the Plan shall not exceed 50,000 shares of Class B Common
Stock. In the event that the dollar amount of shares subscribed for in any
quarter exceeds the number of shares available to be purchased under the Plan,
the shares available to be purchased shall be allocated on a pro rata basis
among the subscriptions.
SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS.
Subscriptions shall be evidenced by a Subscription and Authorization Form
in such form as the Committee shall from time to time approve, provided that all
employees subscribing to purchase shares shall have the same rights and
privileges (except as otherwise provided in Section 4(b) and subparagraph (d)
below), and provided further that such subscriptions shall comply with and be
subject to the following terms and conditions:
(a) Purchase Price. The purchase price shall be an amount equal to 85
percent of the fair market value of such stock on the Purchase Date. During such
time as the Class B Common Stock is traded on the New York Stock Exchange, the
fair market value per share shall be the closing price of the Class B Common
Stock (as reported in the record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall Street Journal) on such
Purchase Date (or on the next regular business date on which shares of the Class
B Common Stock of the Company shall be traded in the event that no shares of the
Class B Common Stock shall have been traded on the Purchase Date). Subject to
the foregoing, the Committee shall have full authority and discretion in fixing
the purchase price.
(b) Medium and Time of Payment. The purchase price shall be payable in
full in United States dollars, pursuant to uniform policies and procedures
established by the Committee. The funds required for such payment will be
derived by regular withholding from an employee's compensation in approximately
equal installments over the term of the applicable fiscal quarter or such other
period as may be approved by the Committee, subject to minimum payroll
deductions in an amount to be determined by the Committee from time to time. An
employee shall have the right (i) at any time to terminate the withholding from
his or her compensation of amounts to be paid toward the purchase price, or (ii)
one time in each quarter to decrease the amount so withheld, by submitting a
written request to the Company at least 10 business days before any Purchase
Date. An employee shall have the right to cancel his or her subscription in
whole or in part and to obtain a refund of amounts withheld from his or her
compensation by submitting a written request to the Company at least 10 business
days before any Purchase Date. Any cancellation of a subscription in whole will
constitute a withdrawal under Section 4(a) of the Plan. Such amounts shall
3
<PAGE>
thereafter be paid to the employee within a reasonable period of time.
(c) No Interest on Employee Funds. No interest shall accrue on any
amounts withheld from an employee's compensation.
(d) Accrual Limitation. No subscription shall permit the rights of an
employee to purchase stock under all "employee stock purchase plans" (as defined
in the Code) of the Company to accrue, under the rules set forth in Section
423(b)(8) of the Code, at a rate which exceeds $25,000 of fair market value of
such stock (determined at the time of subscription) for each calendar year.
(e) Termination of Employment. If an employee who has subscribed for
shares ceases to be employed by the Company or a participating subsidiary before
any applicable Purchase Date:
i. Because of retirement or disability, he or she may elect to
continue making payments equal to the rate of payroll deductions made before
retirement or disability until the first Purchase Date following retirement or
disability; or otherwise the accumulated payment in his or her account at the
time of retirement or disability will be applied to purchase shares at the
applicable purchase price on the first Purchase Date following such retirement
or disability, unless the Company is otherwise notified in writing.
ii. For any other reason, he or she may elect to have the accumulated
payment in his or her account at the time of termination applied to purchase
shares at the applicable purchase price on the first Purchase Date following
such termination; or otherwise the total unused payments credited to his or her
account on the date of termination will be refunded within a reasonable time
without interest, unless the Company is otherwise notified in writing.
(f) Transferability. Neither payments credited to an employee's account
nor any rights to subscribe to purchase shares of Class B Common Stock under the
Plan may be transferred by an employee except by the laws of descent and
distribution. Any such attempted transfer will be without effect, except that
the Company may treat such act as an election by the employee to withdraw in
accordance with Section 6(b). Shares of Class B Common Stock may be purchased
under the Plan only by subscribing employees who have legal capacity as
determined under applicable state law or, in the event of the employee's legal
incapacity, by his or her guardian or legal representative acting in a fiduciary
capacity on behalf of the employee under state law or court supervision.
(g) Death and Designation of Beneficiary. An employee may file with the
Company a written designation of beneficiary and may change such designation of
beneficiary at any time by written
4
<PAGE>
notice to the Company. On the death of an employee, the elections provided on
termination of employment for retirement or disability may be exercised by the
employee's beneficiary, executor, administrator, or other legal representative.
(h) Adjustments. The Committee may make or provide for such adjustments
in the purchase price and in the number or kind of shares of the Class B Common
Stock or other securities covered by outstanding subscriptions, or specified in
the second sentence of Section 5 of the Plan, as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of employees that would otherwise
result from (i) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company; (ii)
any merger, consolidation, spin-off, split-off, spin-out, split-up, separation,
reorganization, partial or complete liquidation, or other distribution of
assets, issuance of rights or warrants to purchase stock; or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding subscriptions
under this Plan such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances.
(i) Rights as a Stockholder. An employee shall have no rights as a
stockholder with respect to any Class B Common Stock covered by his or her
subscription until the Purchase Date following payment in full. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date of such purchase, except as provided in Section
6(h) of the Plan.
(j) Fractional Shares. Fractional shares may be purchased under the Plan
and credited to an account for the employee. The Company, however, shall have
the right to pay cash in lieu of any fractional shares of Class B Common Stock
to be distributed from an employee's account under the Plan.
(k) Other Provisions. The Subscription and Authorization Form authorized
under the Plan shall contain such other provisions as the Committee may deem
advisable, provided that no such provisions may in any way be in conflict with
the terms of the Plan.
SECTION 7. TERM OF PLAN.
Eligible employees may subscribe for shares under the Plan within a period
of ten years from the date the Plan is adopted by the Board of Directors;
provided, however, that the Committee may
5
<PAGE>
terminate or suspend the Plan if at any time there are less than 5 percent of
the eligible employees participating in the Plan.
SECTION 8. AMENDMENT OF THE PLAN.
The Plan may be amended from time to time by the Committee, but without
further approval of the stockholders, no such amendment shall (a) increase the
aggregate number of shares of Class B Common Stock that may be issued and sold
under the Plan (except that adjustments authorized by Section 6(h) of the Plan
shall not be limited by this provision), (b) materially modify the requirements
as to eligibility for participation in the Plan, or (c) otherwise cause the Plan
to cease to satisfy the applicable requirements of Rule 16b-3 of the Exchange
Act.
SECTION 9. APPROVAL OF STOCKHOLDERS.
The Plan shall take effect upon adoption by the Board of Directors;
provided, however, that any subscriptions and purchases under the Plan shall be
null and void unless the Plan is approved by a vote of the holders of a majority
of the total number of outstanding shares of voting stock of the Company present
in person or by proxy at a meeting at which a quorum is present in person or by
proxy, which approval must occur within the period of 12 months after the date
the Plan is adopted by the Board of Directors.
6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF PLAYBOY ENTERPRISES, INC.]
June 25, 1996
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 50,000 shares (the "Shares") of the Company's Class B Common Stock, $.01 par
value, issuable under the Company's Employee Stock Purchase Plan (the "Plan")
pursuant to a Registration Statement on Form S-8, filed by the Company with the
Securities and Exchange Commission on the date hereof (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 and
sold pursuant to the Plan have been duly authorized, and that such stock, when
issued and 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.
Respectfully submitted,
/s/ Howard Shapiro, Esq.
Howard Shapiro, Esq.
<PAGE>
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.
Employee Stock Purchase Plan of our report dated August 2, 1995, on our audits
of the consolidated financial statements and financial statement schedule of
Playboy Enterprises, Inc. as of June 30, 1995 and 1994 and for each of the three
years in the period ended June 30, 1995, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Chicago, Illinois
June 25, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ Christie Hefner
--------------------
Christie Hefner
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ Dennis S. Bookshester
-------------------------
Dennis S. Bookshester
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ David I. Chemerow
---------------------
David I. Chemerow
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ Robert Kamerschen
---------------------
Robert Kamerschen
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ Sol Rosenthal
-----------------
Sol Rosenthal
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ Richard S. Rosenzweig
-------------------------
Richard S. Rosenzweig
<PAGE>
POWER OF ATTORNEY
The undersigned, as an officer and/or director of Playboy Enterprises,
Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint
Christie Hefner and Howard Shapiro, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8, and any and
all amendments thereto, relating to the registration of shares of the Company's
Class B Common Stock, $.01 par value, pursuant to the Company's Employee Stock
Purchase Plan and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-
in-fact, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June,
1996.
/s/ Sir Brian Wolfson
---------------------
Sir Brian Wolfson
