<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1997
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)
1997 Equity Plan for
Non-Employee Directors
of Playboy Enterprises, Inc.
(Full title of the Plan)
--------------------------------------
Howard Shapiro, Esq.
Executive Vice President, Law and Administration,
General Counsel and Secretary
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 Amount of
maximum maximum registration fee
Amount to be offering price aggregate
Title of securities to be registered registered per share offering price
=========================================================================================================
<S> <C> <C> <C> <C>
Class B Common Stock, $.01 par value 200,000 $15.1875(1) $3,037,500 $921
Shares
=========================================================================================================
</TABLE>
(1) Calculated using the high and low prices of Class B shares in the composite
reporting system for September 25, 1997.
================================================================================
<PAGE>
PART II
Item 3. Incorporation of Documents 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, 1997 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 and
stockholder of the Company. Mr. Shapiro is the Company's Executive Vice
President, Law and Administration, General Counsel and Secretary. As of
September 15, 1997, Mr. Shapiro owned beneficially 15 shares of the Company's
Class A Common Stock and 30,145 shares of the Company's Class B Common Stock
(including 15,000 shares of restricted stock subject to vesting) and held
options to purchase 35,000 shares of Class A Common Stock and 135,000 shares of
Class B Common Stock.
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 and 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
2
<PAGE>
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.
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 be 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 person receiving the advance 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
3
<PAGE>
a director or officer of the Company or as an officer, 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 1997 Equity Plan for Non-Employee Directors of Playboy
Enterprises, Inc.
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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual
5
<PAGE>
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 September 30, 1997.
PLAYBOY ENTERPRISES, INC.
(Registrant)
By: /s/ Howard Shapiro
------------------------------------
Howard Shapiro, Executive Vice President,
Law and Administration, General Counsel and
Secretary
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 September 30, 1997.
Signature Title
- --------- -----
/s/ Christie Hefner Chairman and Chief Executive Officer
- ------------------------- and Director (Principal Executive
Christie Hefner Officer)
/s/ Linda G. Havard Executive Vice President, Finance
- ------------------------- and Operations and Chief Financial
Linda G. Havard Officer (Principal Financial and
Accounting Officer)
*
- -------------------------
Dennis S. Bookshester Director
*
- -------------------------
David I. Chemerow Director
*
- -------------------------
Donald G. Drapkin Director
*
- -------------------------
Sol Rosenthal Director
*
- -------------------------
Richard S. Rosenzweig Director
*
- -------------------------
Sir Brian Wolfson Director
* The undersigned hereby executes this registration statement on behalf of each
of the directors indicated above pursuant to a power of attorney executed by
each such director and filed as an exhibit to this registration statement on
September 30, 1997.
By: /s/ Howard Shapiro
-------------------------------
Howard Shapiro
Attorney-in-Fact
7
<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 1997 Equity Plan for Non-Employee Directors of
Playboy Enterprises, Inc.
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>
8
<PAGE>
EXHIBIT 4.4
1997 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS OF
PLAYBOY ENTERPRISES, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION> Page
----
<S> <C>
1. Purpose............................................................... 1
2. Definitions........................................................... 1
3. Shares Available under the Plan....................................... 3
4. Option Rights......................................................... 4
5. Common Stock Grants and Restricted Stock.............................. 5
6. Mandatory Fee Shares.................................................. 6
7. Voluntary Shares...................................................... 6
8. Transferability....................................................... 7
9. Adjustments........................................................... 7
10. Fractional Shares..................................................... 8
11. Withholding Taxes..................................................... 8
12. Certain Terminations of Directorships................................. 8
13. Administration........................................................ 9
14. Amendment, Suspension, Termination and Other Matters.................. 9
15. Termination of the Plan............................................... 10
16. Effective Date........................................................ 10
</TABLE>
<PAGE>
1997 EQUITY PLAN FOR NON-EMPLOYEE
DIRECTORS OF PLAYBOY ENTERPRISES, INC.
1. Purpose. The purposes of the Plan are (1) to promote the growth
and long-term success of Playboy Enterprises, Inc., a Delaware corporation (the
"Company"), by offering Non-Employee Directors the ability to acquire Common
Stock of the Company, (2) to enable the Company to attract and retain qualified
persons to serve as Non-Employee Directors, which services are considered
essential to the long-term success of the Company, by offering them an
opportunity to own Common Stock of the Company, and (3) to more closely align
the interests of Non-Employee Directors with the interests of the Company's
stockholders by paying certain amounts of compensation for services as a
Director in the form of shares of Common Stock.
2. Definitions. In addition to the other terms defined elsewhere
herein, wherever the following terms are used in this Plan with initial capital
letters, they have the meanings specified below, unless the context clearly
indicates otherwise.
"Accounting Period" means each fiscal quarter of the Company, such
quarters beginning on January 1, April 1, July 1 and October 1 of each year.
"Award" means an award of an Option Right, Restricted Stock or Common
Stock Grant under this Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Common Stock" means the Class B Common Stock, par value $0.01 per
share, of the Company, and any security into which such Common Stock may be
converted or for which such Common Stock may be exchanged by reason of any
transaction or event of the type described in Section 9 of this Plan.
"Common Stock Grant" means Common Stock, other than Restricted Stock,
awarded pursuant to Section 5 of this Plan.
"Company" has the meaning set forth in Section 1, and includes its
successors.
"Date of Award" means the date specified by the Board on which an
Award becomes effective, which shall not be earlier than the date on which the
Board takes action with respect thereto.
"Deferred Compensation Plan" means the Playboy Enterprises, Inc. Board
of Directors' Deferred Compensation Plan, effective as of October 1, 1992, as it
may be amended from time to time.
<PAGE>
"Employee" means any officer or other employee of the Company or of
any corporation which is then a Subsidiary.
"Fiscal Year" means the period beginning on July 1 of each year and
ending on June 30 of the subsequent year.
"Issuance Date" has the meaning set forth in Section 6.
"Mandatory Fee Shares" means Common Stock awarded pursuant to Section
6 in an amount equal to a Non-Employee Director's Meeting Fees.
"Meeting Fees" means the compensation payable to a Non-Employee
Director with regard to the number of Board or Committee meetings attended, or
Committee positions held, as determined by the Board from time to time, but does
not include any such compensation subject to deferral under the Deferred
Compensation Plan pursuant to an agreement executed by a Non-Employee Director
and the Company in accordance with the terms of the Deferred Compensation Plan.
"Market Value per Share" means either (a) the closing price of a share
of Common Stock as reported on the New York Stock Exchange (the "NYSE") on the
date as of which such value is being determined, or, if there are no reported
transactions for such date, on the next preceding date for which transactions
were reported, as published in the Midwest Edition of The Wall Street Journal,
or (b) if there is no reporting of transactions on the NYSE, the fair market
value of a share of Common Stock as determined by the Board from time to time.
"Non-Employee Director" means a member of the Board who is not an
Employee.
"Optionee" means a Non-Employee Director to whom an Option Right is
awarded under this Plan.
"Option Price" means the purchase price payable upon the exercise of
an Option Right.
"Option Right" means the right to purchase shares of Common Stock from
the Company upon the exercise of an option awarded hereunder.
"Participant" means a Non-Employee Director (or a person who has
agreed to commence serving in such capacity) who is selected by the Board to
receive Awards under this Plan, who is entitled to receive Mandatory Fee Shares
or who has elected to receive Voluntary Shares.
"Participation Agreement" means the agreement submitted by a Non-
Employee Director to the Secretary of the Company pursuant to which a Non-
Employee Director may elect to receive all or any portion of his or her Retainer
in the form of Voluntary Shares for a specified period in the future.
2
<PAGE>
"Performance Objectives" means the performance objectives that may be
established by the Board pursuant to this Plan for Participants who have
received Awards.
"Plan" means the 1997 Equity Plan for Non-Employee Directors of
Playboy Enterprises, Inc. as set forth herein, as the same may be amended or
restated from time to time.
"Restricted Stock" means Common Stock awarded pursuant to Section 5 of
this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 5 hereof have expired.
"Restricted Stockholder" means a Non-Employee Director to whom
Restricted Stock has been awarded under this Plan.
"Retainer" means the portion of a Non-Employee Director's annual
compensation that is payable without regard to the number of board or committee
meetings attended or committee positions, as determined by the Board from time
to time, but does not include any such compensation subject to deferral under
the Deferred Compensation Plan pursuant to an agreement executed by a Non-
Employee Director and the Company in accordance with the terms of the Deferred
Compensation Plan.
"Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
1934, as amended or any successor rule.
"Subsidiary" means any corporation, partnership, joint venture,
limited liability company, unincorporated association or other entity (each, an
"Entity") in an unbroken chain of Entities beginning with the Company if each of
the Entities other than the last Entity in the unbroken chain then owns stock or
other interests possessing 50 percent or more of the total combined voting power
of all classes of stock or other interests in one of the other Entities in such
chain.
"Termination of Directorship" means the time when a Participant ceases
to be a Director for any reason, including, without limitation, a termination by
resignation, removal, failure to be elected or reelected, death or retirement.
"Valuation Date" has the meaning set forth in Section 6.
"Voluntary Shares" has the meaning set forth in Section 7(a).
3. Shares Available under the Plan. Subject to adjustment as
provided in Section 9 of this Plan, the number of shares of Common Stock issued
or transferred, plus the number of shares of Common Stock covered by outstanding
Awards and not forfeited under this Plan, shall not in the aggregate exceed
200,000 shares, which may be shares of original issuance or shares held in
treasury or a combination thereof. If an Option Right lapses or terminates
before such Option is exercised or shares of Restricted Stock or Common Stock
Grants are forfeited, for any reason, the shares covered thereby may again be
made subject to Awards or issued as Mandatory Fee Shares or Voluntary Shares
under this Plan.
3
<PAGE>
4. Option Rights. The Board may from time to time authorize Awards
to Participants of Options to purchase shares of Common Stock upon such terms
and conditions as the Board may determine in accordance with the following
provisions:
(a) Each Award shall specify the number of shares of Common Stock
to which the Option Rights pertain.
(b) Each Award of Option Rights shall specify an Option Price per
share of Common Stock, which shall be equal to or greater than the Market
Value per Share on the Date of Award.
(c) Each Award of Option Rights shall specify the form of
consideration to be paid in satisfaction of the Option Price and the manner
of payment of such consideration, which may include (i) cash in the form of
currency or check or other cash equivalent acceptable to the Company, (ii)
nonforfeitable, nonrestricted shares of Common Stock, which are already
owned by the Optionee and have a value at the time of exercise that is
equal to the Option Price, (iii) any other legal consideration that the
Board may deem appropriate, including, without limitation, any form of
consideration authorized under Section 4(d) below, on such basis as the
Board may determine in accordance with this Plan, and (iv) any combination
of the foregoing.
(d) On or after the Date of Award of any Option Right, the Board
may determine that payment of the Option Price may also be made in whole or
in part in the form of shares of Restricted Stock or other shares of Common
Stock that are subject to risk of forfeiture or restrictions on transfer.
Unless otherwise determined by the Board on or after the Date of Award,
whenever any Option Price is paid in whole or in part by means of any of
the forms of consideration specified in this Section 4(d), the shares of
Common Stock received by the Optionee upon the exercise of the Option Right
shall be subject to the same risks of forfeiture or restrictions on
transfer as those that applied to the consideration surrendered by the
Optionee; provided, however, that such risks of forfeiture and restrictions
on transfer shall apply only to the same number of shares of Common Stock
received by the Optionee as applied to the forfeitable or restricted shares
of Common Stock surrendered by the Optionee.
(e) Any Award of Option Rights may provide for the deferred
payment of the Option Price from the proceeds of sale through a broker of
some or all of the shares of Common Stock to which the exercise relates.
(f) Successive Awards may be made to the same Participant
regardless of whether any Option Rights previously awarded to the
Participant remain unexercised.
(g) Each Award shall specify the period or periods of continuous
service as a Non-Employee Director by the Optionee that are necessary or
Performance Objectives that must be achieved before the Option Rights or
installments thereof shall become exercisable, and any Award may provide
for the earlier exercise of the Option Rights in the event of a change in
control of the Company or other transaction or event.
4
<PAGE>
(h) The term of an Option Right shall be set by the Board;
provided, however, that no Option Right awarded pursuant to this Section 4
may have a term of more than 10 years from the Date of Award.
(i) Each Award of an Option Right shall be evidenced by a written
Stock Option Agreement, which shall be executed on behalf of the Company by
any officer thereof and delivered to and accepted by the Optionee and shall
contain such terms and provisions as the Board may determine consistent
with this Plan.
5. Common Stock Grants and Restricted Stock. The Board may also
authorize Awards to Participants of Common Stock Grants and Restricted Stock
upon such terms and conditions as the Board may determine in accordance with the
following provisions:
(a) A Common Stock Grant consists of the transfer by the Company
to a Participant of shares of Common Stock in consideration and as
additional compensation for services performed for the Company. Each Award
of Common Stock Grants and Restricted Stock shall constitute an immediate
transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to
dividend, voting and other ownership rights, subject to, in the case of
Awards of Restricted Stock, the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.
(b) Each Award of Restricted Stock shall provide that the shares
of Restricted Stock covered thereby shall be subject to a "substantial risk
of forfeiture" within the meaning of Section 83 of the Code for a period to
be determined by the Board on the Date of Award, and may provide for the
termination of such risk of forfeiture upon the achievement of certain
Performance Objectives, in the event of a change in control of the Company,
or upon any other transaction or event.
(c) Each Award of Restricted Stock shall provide during the
period for which such substantial risk of forfeiture is to continue, and
any Award of Common Stock Grants may provide, that the transferability of
the shares of Common Stock subject to such Awards shall be prohibited or
restricted in the manner and to the extent prescribed by the Board on the
Date of Award. Such restrictions may include, without limitation, rights
of repurchase or first refusal in the Company or provisions subjecting the
shares of Restricted Stock to a continuing substantial risk of forfeiture
in the hands of any transferee.
(d) Any Award of a Common Stock Grant or Restricted Stock may be
made in consideration of payment by the Participant of an amount that is
less than the Market Value per Share on the Date of Award, but in no event
shall the value of the consideration provided with respect to any such
Award be less than the par value per share of Common Stock.
(e) Any Award of Restricted Stock may require that any or all
dividends or other distributions paid on the shares of Restricted Stock
during the period of such restrictions be automatically sequestered and
reinvested on an immediate or
5
<PAGE>
deferred basis in additional shares of Common Stock, which may be subject
to the same restrictions as the underlying award or such other restrictions
as the Board may determine.
(f) Each Award of a Common Stock Grant and Restricted Stock shall
be evidenced by a Stock Grant Agreement or Restricted Stock Agreement (as
the case may be), which shall be executed on behalf of the Company by any
officer thereof and delivered to and accepted by the Participant and shall
contain such terms and provisions as the Board may determine consistent
with this Plan. Unless otherwise directed by the Board, Restricted Stock
will be held in book-entry form by the Company as custodian for the
Participant. Any certificates representing shares of Restricted Stock,
together with a stock power endorsed in blank by the Participant with
respect to the shares of Restricted Stock, shall be held in custody by the
Company until all restrictions thereon lapse.
(g) The Board may provide, at or after the Date of Award of any
Common Stock Grant or Restricted Stock, for the payment of a cash award
intended to offset the amount of tax that the Participant may incur in
connection with such Common Stock Grant or Restricted Stock, including,
without limitation, tax on the receipt of such cash award.
(h) The Board may provide in any individual Stock Grant
Agreement or Restricted Stock Agreement that the Company shall have the
right to repurchase the Restricted Stock then subject to restrictions under
the Restricted Stock Agreement, or the Common Stock subject to the Common
Stock Grant, immediately upon a Termination of Directorship for any reason
at a cash price per share equal to the cash price paid by the Participants
for such Restricted Stock or Common Stock. In the discretion of the Board,
provision may be made that no such right of repurchase shall exist in the
event of a Termination of Directorship without cause or because of the
Participant's retirement, death or permanent and total disability.
6. Mandatory Fee Shares. Commencing with the first meeting of the
Board following the effective date of this Plan, all Meeting Fees shall be
payable in the form of Mandatory Fee Shares. No later than ten (10) days
following the end of an Accounting Period (the "Issuance Date"), the Company
shall issue to each Non-Employee Director a number of Mandatory Fee Shares equal
to (i) the amount of such Director's Meeting Fees for such Accounting Period,
divided by (ii) the Market Value per Share on the last day of each Accounting
Period (the "Valuation Date") with respect to which such Meeting Fees are
payable. To the extent that the application of the foregoing formula would
result in the issuance of fractional shares of Common Stock, any such fractional
shares shall be disregarded, and the remaining amount of Meeting Fees shall be
paid in cash. The Company shall pay any and all fees and commissions incurred
in connection with the payment of Mandatory Fee Shares to a Director.
7. Voluntary Shares. Each Non-Employee Director shall be eligible
to elect to receive shares of Common Stock in accordance with the following
provisions:
(a) Prior to the commencement of the Company's Fiscal Year (or
by such other date as may be specified by the Board), a Participant may
elect, by the filing of a
6
<PAGE>
Participation Agreement, to have up to 100 percent of his or her Retainer
paid by the Company in the form of shares of Common Stock in lieu of a cash
payment (the "Voluntary Shares"). Such Participation Agreement must, except
as the Board may otherwise provide, be filed as a one-time election for the
applicable Fiscal Year. Unless the Director revokes or changes such
election by filing a new Participation Agreement by the due date therefor
specified in this Section 7(a), such election shall apply to a
Participant's Retainer for each subsequent Fiscal Year. Once an election
has been terminated, another election may not be made effective until the
commencement of the next subsequent full Fiscal Year unless the Board shall
have otherwise provided.
(b) No later than the Issuance Date, the Company shall issue to
each Participant who has made an election under Section 7(a), a number of
Voluntary Shares for the prior Accounting Period equal to (i) the amount of
such Director's Retainer for such Accounting Period that such Director has
elected to receive as Voluntary Shares, divided by (ii) the Market Value
per Share on the Valuation Date. To the extent that the application of the
foregoing formula would result in the issuance of fractional shares of
Common Stock, any such fractional shares shall be disregarded, and the
remaining amount of the Retainer shall be paid in cash. The Company shall
pay any and all fees and commissions incurred in connection with the
payment of the Voluntary Shares to a Director.
8. Transferability.
(a) Except as may be otherwise determined by the Board, (i)
Awards, Mandatory Fee Shares and Voluntary Shares issued or granted under
this Plan shall be issued only to a Participant, (ii) Option Rights and
Restricted Stock may be transferred by a Participant only by will or the
laws of descent and distribution, and (iii) Option Rights may not be
exercised during a Participant's lifetime except by the Participant or, in
the event of the Participant's legal incapacity, by his guardian or legal
representative acting in a fiduciary capacity on behalf of the Participant
under state law and court supervision.
(b) Any Award made under this Plan may provide that all or any
part of the shares of Common Stock that are to be issued or transferred by
the Company upon the exercise of Option Rights, or are no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to
in Section 5 of this Plan, shall be subject to further restrictions upon
transfer.
(c) To the extent required to satisfy any condition to exemption
available pursuant to Rule 16b-3, Mandatory Fee Shares and Voluntary Shares
acquired by a Participant shall be held by the Participant for a period of
at least six months following the date of such acquisition.
9. Adjustments. The Board may make or provide for such adjustments
in the (a) number of shares of Common Stock covered by outstanding Awards,
payable as Mandatory Fee Shares or subject to elections to receive Voluntary
Shares, (b) prices per share applicable to Option Rights, and (c) kind of shares
(including, without limitation, shares of
7
<PAGE>
another issuer) covered thereby, as the Board in its sole discretion may in good
faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (x)
any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Company, (y) any merger,
consolidation, spin-off, split-off, split-up, reorganization, partial or compete
liquidation or other distribution of assets, or issuance of rights or warrants
to purchase securities or (z) any other corporate transaction or event having an
effect similar to any of the foregoing. In the event of any such transaction or
event, the Board may provide in substitution for any or all outstanding Awards,
Mandatory Fee Shares or Voluntary Shares to be issued under this Plan such
alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the surrender of
all Awards, Mandatory Fee Shares or Voluntary Shares so replaced. The Board may
also make or provide for such adjustments in the numbers and kind of shares
specified in Section 3 of this Plan as the Board may in good faith determine to
be appropriate in order to reflect any transaction or event described in this
Section 9.
10. Fractional Shares. The Company shall not be required to issue
any fractional shares of Common Stock pursuant to this Plan. The Board may
provide for the elimination of fractions, for the settlement thereof in cash or
for such other adjustments as the Board may deem appropriate under this Plan.
11. Withholding Taxes. To the extent, if any, that the Company is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Company for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or the
realization of any such benefit that the Participant or such other person make
arrangements satisfactory to the Company for payment of the balance of any taxes
required to be withheld. At the discretion of the Board, any such arrangements
may include relinquishment of a portion of any such payment or benefit. The
Company and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
12. Certain Terminations of Directorships.
(a) Notwithstanding any other provision of this Plan to the
contrary, in the event of a Termination of Directorship by reason of death
or disability, or in the event of hardship or other special circumstances,
of a Participant who holds an Option Right that is not immediately and
fully exercisable or any Award as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed,
the Board may in its sole discretion take any action that it deems to be
equitable under the circumstances or in the best interests of the Company,
including, without limitation, waiving or modifying any limitation or
requirement with respect to any Award under this Plan.
(b) If a Non-Employee Director becomes an Employee while
continuing to serve as a Director, that fact alone shall not result in a
Termination of Directorship or otherwise impair the rights such Director
may have under this Plan, including, without limitation, the rights such
Director may have under any Award outstanding under this
8
<PAGE>
Plan, but such Director shall no longer be eligible to receive any further
Awards, Mandatory Fee Shares or Voluntary Shares under this Plan.
13. Administration.
(a) Administration by the Board; Delegation. This Plan shall be
administered by the Board, which may from time to time delegate all or any
part of its authority under this Plan to a committee or subcommittee of not
less than two Directors appointed by the Board who are "non-employee
directors" within the meaning of that term as defined in Rule 16b-3. To
the extent of any delegation by the Board under this Plan, references in
this Plan to the Board shall also refer to the applicable committee or
subcommittee. The majority of any such committee or subcommittee shall
constitute a quorum, and the action of a majority of its members present at
any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the acts of such committee or subcommittee.
(b) Administrative Powers. The Board shall have the power to
interpret this Plan, the Option Rights, the Common Stock Grants, the
Restricted Stock, the procedures for issuance of Mandatory Fee Shares and
elections to receive Voluntary Shares, and the agreements pursuant to which
the Option Rights, the Common Stock Grants, the Restricted Stock, the
Mandatory Fee Shares and the Voluntary Shares are awarded and issued
(including Participation Agreements), and to adopt such rules for the
administration, interpretation and application of this Plan and such
agreements as are consistent therewith and to interpret, amend or revoke
any such rules. Any Award under this Plan need not be the same with
respect to each Optionee or Restricted Stockholder.
(c) Professional Assistance; Good Faith Actions. All expenses
and liabilities which members of the Board incur in connection with the
administration of this Plan shall be borne by the Company. The Board may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Board, the Company and the Company's officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any
such persons. All actions taken and all interpretations and determinations
made by the Board in good faith shall be final and binding upon all
Participants, the Company and all other interested persons. No members of
the Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to this Plan, or any Option,
Common Stock Grant, Restricted Stock, Mandatory Fee Shares or Voluntary
Shares, and all members of the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.
14. Amendment, Suspension, Termination and Other Matters.
(a) This Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Board. However, without further approval of the stockholders of the
Company, no action of the Board may, except as provided in Section 9 of
this Plan, increase the limits imposed in Section 3 on the maximum number
of shares of Common Stock which may be issued under this Plan,
9
<PAGE>
and no action of the Board may be taken that would otherwise require
stockholder approval as a matter of applicable law or the rules of any U.S.
stock exchange, including the NYSE, on which the Common Stock may be listed
for trading or authorized for quotation. No amendment, suspension or
termination of this Plan shall, without the consent of the holder of an
Award, alter or impair any rights or obligations under any Award
theretofore granted, unless the Award itself otherwise expressly so
provides.
(b) The Board may make under this Plan any Award or combination
of Awards authorized under this Plan in exchange for the cancellation of an
Award that was not made under this Plan.
(c) Except as provided in Section 14(b) of this Plan, the making
of one or more Awards to a Non-Employee Director under this Plan shall not
preclude the making of Awards to such Non-Employee Director under any other
stock option or incentive plan previously or subsequently adopted by the
Board, nor shall the fact that a Non-Employee Director has received one or
more awards under any other stock option or incentive plan of the Company
preclude such Non-Employee Director from receiving awards under this Plan.
15. Termination of the Plan. No further awards shall be made under
this Plan after the passage of 10 years from the date on which this Plan is
first approved by the stockholders of the Company.
16. Effective Date. The effective date of this Plan shall be the
date of its adoption by the Board of Directors. This Plan and all Awards
granted, Mandatory Fee Shares issued, and any elections to receive Voluntary
Shares effected prior to the stockholder approval hereinafter mentioned, shall
be void and of no further force and effect unless this Plan shall have been
approved at a meeting of stockholders of the Company called for such purpose by
the affirmative vote of a majority of the shares of Class A Common Stock of the
Company represented in person or by proxy.
10
<PAGE>
Exhibit 5.1
[Letterhead of Playboy Enterprises, Inc.]
September 30, 1997
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, Illinois 60611
Re: 1997 Equity Plan for Non-Employee Directors of Playboy Enterprises, Inc.
------------------------------------------------------------------------
Ladies and Gentlemen:
I, Executive Vice President, Law and Administration, General Counsel
and Secretary of Playboy Enterprises, Inc., a Delaware corporation (the
"Company"), have acted as counsel for the Company in connection with the 1997
Equity Plan for Non-Employee Directors of Playboy Enterprises, Inc. (the
"Plan"). I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereupon I am of the
opinion that the 200,000 shares of Class B Common Stock, $0.01 par value per
share, that are the subject of the Company's Registration Statement on Form S-8
and that may be issued or transferred and sold pursuant to the Plan (the
"Shares") have been duly authorized and will be, when issued or transferred and
sold in accordance with the Plan, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares under the Securities Act of 1933.
Very truly yours,
/s/ Howard Shapiro
Howard Shapiro
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Playboy Enterprises, Inc. on Form S-8 relating to the 1997 Equity Plan for
Non-Employee Directors of Playboy Enterprises, Inc. of our report dated August
5, 1997, on our audits of the consolidated financial statements and financial
statement schedule of Playboy Enterprises, Inc. as of June 30, 1997 and 1996 and
for each of the three years in the period ended June 30, 1997, which report is
incorporated by reference into the Annual Report on Form 10-K.
Chicago, Illinois
September 30, 1997
COOPERS & LYBRAND L.L.P.
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a 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 true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to the registration of shares of the Company's
Class B Common Stock, $0.01 par value, pursuant to the 1997 Equity Plan for Non-
Employee Directors of Playboy Enterprises, Inc.and to sign any and all
amendments (including post-effective amendments) thereto, 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 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 29th day of September,
1997.
/s/ Dennis S. Bookshester
--------------------------
Dennis S. Bookshester
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a 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 true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to the registration of shares of the Company's
Class B Common Stock, $0.01 par value, pursuant to the 1997 Equity Plan for Non-
Employee Directors of Playboy Enterprises, Inc. and to sign any and all
amendments (including post-effective amendments) thereto, 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 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 29th day of September,
1997.
/s/ David I. Chemerow
----------------------
David I. Chemerow
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a 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 true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to the registration of shares of the Company's
Class B Common Stock, $0.01 par value, pursuant to the 1997 Equity Plan for Non-
Employee Directors of Playboy Enterprises, Inc. and to sign any and all
amendments (including post-effective amendments) thereto, 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 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 September,
1997.
/s/ Donald G. Drapkin
----------------------
Donald G. Drapkin
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a 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 true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to the registration of shares of the Company's
Class B Common Stock, $0.01 par value, pursuant to the 1997 Equity Plan for Non-
Employee Directors of Playboy Enterprises, Inc. and to sign any and all
amendments (including post-effective amendments) thereto, 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 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 22nd day of September,
1997.
/s/ Sol Rosenthal
------------------
Sol Rosenthal
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a 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 true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to the registration of shares of the Company's
Class B Common Stock, $0.01 par value, pursuant to the 1997 Equity Plan for Non-
Employee Directors of Playboy Enterprises, Inc. and to sign any and all
amendments (including post-effective amendments) thereto, 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 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 22nd day of September,
1997.
/s/ Richard S. Rosenzweig
-------------------------
Richard S. Rosenzweig
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a 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 true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 relating to the registration of shares of the Company's
Class B Common Stock, $0.01 par value, pursuant to the 1997 Equity Plan for Non-
Employee Directors of Playboy Enterprises, Inc. and to sign any and all
amendments (including post-effective amendments) thereto, 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 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 29th day of September,
1997.
/s/ Sir Brian Wolfson
----------------------
Sir Brian Wolfson
