As filed with the Securities and Exchange Commission on August 2, 1995
Registration No. 33-59819
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
The Securities Act of 1933
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ACCLAIM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware 38-2698904
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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One Acclaim Plaza
Glen Cove, New York 11542
(516) 656-5000
(Address and telephone number of registrant's principal executive offices)
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Gregory E. Fischbach Copy to:
Chief Executive Officer Eric M. Lerner, Esq.
Acclaim Entertainment, Inc. Rosenman & Colin
One Acclaim Plaza 575 Madison Avenue
Glen Cove, New York 11542 New York, New York 10022
(516) 656-5000 Telephone: (212) 940-7157
(Name, address and telephone
number of agent for service)
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]
--------------------
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
[cover page continued]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of shares Amount to be maximum aggregate maximum aggregate Amount of
to be registered registered price per share(1) offering price(2) registration fee (3)
<S> <C> <C> <C> <C>
Common stock,
par value $0.02
per share...... 1,306,300 shares $3.9167 to $23.875 $22,589,865.50 $7,791
</TABLE>
1 Of the 1,306,300 shares registered hereunder, 1,120,876 shares are to be
offered from time to time by certain selling stockholders based upon
prevailing market prices. Of the remaining 185,424 shares to be offered
by the Company, 166,674 shares are to be offered at $13.25 per share and
18,750 shares are to be offered at $16.00 per share.
2 Estimated pursuant to Rule 457(c) promulgated under the Securities Act
of 1933, solely for the purpose of determining the registration fee,
based on the average of high and low prices of the Common Stock as
quoted on The NASDAQ Stock Market (a) on May 30, 1995, with respect to
1,165,837 shares previously covered by this Registration Statement and
(b) on July 28, 1995, with respect to 140,463 additional shares covered
hereby.
3 $6,634 of such fee was previously paid on June 2, 1995 with respect to
the 1,165,837 shares previously covered by this Registration Statement.
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
Subject to Completion
dated August 2, 1995
PROSPECTUS
1,306,300 Shares
ACCLAIM ENTERTAINMENT, INC.
Common Stock
Of the 1,306,300 shares of common stock, par value $0.02 per share (the
"Common Stock"), of Acclaim Entertainment, Inc. (the "Company") covered by this
Prospectus, up to 185,424 shares (the "Primary Shares") of Common Stock are
deliverable by the Company from time to time upon the exercise of outstanding
options (the "Options") granted by the Company. The Options, which are not
currently exercisable, entitle the holders thereof to purchase the Primary
Shares at a purchase price ranging from $13.25 to $16.00 per share (the weighted
average exercise price of the Primary Shares is approximately $13.53 per share).
See "Optionholders; Exercise of Options." The proceeds of any such exercise
will be added to the Company's working capital.
The remaining 1,120,876 shares (the "Resale Shares") of Common Stock are
being offered and sold by the selling stockholders (the "Selling Stockholders")
named herein. 833,337 of the Resale Shares (the "Iguana Shares") were
originally issued by the Company to certain of the Selling Stockholders in a
privately-negotiated transaction pursuant to the exemption from registration
provided under Section 4(2) of the Securities Act of 1933 (the "Securities
Act"); 140,463 of such shares (the "Voyager Shares") were originally issued by
the Company to certain of the Selling Stockholders in a registered exchange
offering in connection with the acquisition by the Company of Acclaim Comics,
Inc.; the remaining 147,076 shares (the "Option Shares") are issuable by the
Company upon exercise of currently exercisable options pursuant to the exemption
from registration provided under Section 4(2) of the Securities Act. The Option
Shares are exercisable at purchase prices ranging from $3.9167 to $16.00 per
share (the weighted average exercise price of the Option Shares is approximately
$13.48 per share). See "Selling Stockholders."
The Company will not receive any proceeds from the sale of shares by the
Selling Stockholders. The Company has been advised by the Selling Stockholders
that they may from time to time sell all or a portion of the Resale Shares on
The NASDAQ Stock Market, in negotiated transactions or otherwise, at prices then
prevailing or related to the then current market price or in private
transactions at negotiated prices and on terms to be determined at the time of
sale. The Resale Shares may be sold directly, through an underwritten offering,
through agents designated from time to time or to or through broker-dealers
designated from time to time. To the extent required, the number of Resale
Shares to be sold, the purchase price, the public offering price, if
applicable, the name of any such agent or broker-dealer, and any applicable
commissions, discounts or other items constituting compensation to such
underwriters, agents or broker-dealers with respect to a particular offering
will be set forth in a supplement or supplements to this Prospectus. The
Selling Stockholders may also sell all or a portion of the Resale Shares
pursuant to Rule 144 promulgated under the Securities Act, to the extent that
such sales may be made in compliance with such Rule. See "Plan of
Distribution." The Company knows of no selling arrangement between any
underwriter, agent or broker-dealer and the Selling Stockholders.
The Selling Stockholders and any broker-dealers or agents who participate
with the Selling Stockholders in the distribution of any Resale Shares may be
deemed to be "underwriters" as such term is defined under the Securities Act and
any discount or commission received by them and any profit on the sale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Selling Stockholders have agreed to indemnify the Company, and the
Company has agreed to indemnify the Selling Stockholders, against certain
liabilities, including liabilities under the Securities Act of 1933. See "Plan
of Distribution" for a description of this agreement and other arrangements
between the Company and the Selling Stockholders. Expenses of this offering
(excluding legal fees incurred by the Selling Stockholders, which will be borne
in full by them), estimated at $27,000, will be paid in part by the Company
(approximately $22,500) and in part by certain of the Selling Stockholders
(approximately $4,500).
The Common Stock is traded on The NASDAQ Stock Market National Market
under the symbol "AKLM." On August 1, 1995, the last reported sale price of the
Common Stock was $24 per share.
The offering is subject to withdrawal and cancellation at any time, without
notice.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is August __, 1995.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 7 World Trade Center, 13th floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the registration of the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
contents of any documents are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by
such reference. The Registration Statement, as well as items of information
omitted from this Prospectus but contained in the Registration Statement and
reports and other information filed by the Company, may be inspected without
charge at the public reference facilities referred to above and copies of all or
any part thereof may be obtained from the Commission upon request and payment of
the prescribed fee.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1994, filed on November 28, 1994 (File No. 0-16986) (the "Form
10-K");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 30, 1994, filed on January 13, 1995 (File No. 0-16986);
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(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1995, filed on April 10, 1995 (File No. 0-16986);
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 31, 1995, filed on July 17, 1995 (File No. 0-16986);
(e) The Company's Current Report on Form 8-K filed on October 31, 1994
(File No. 0-16986);
(f) The Company's Current Report on Form 8-K filed on February 10, 1995
(File No. 0-16986);
(g) The Company's Current Report on Form 8-K filed on March 31, 1995 (File
No. 0-16986);
(h) The Company's Proxy Statement relating to the Annual Meeting of its
stockholders held on January 31, 1995, filed on January 3, 1995 (File No.
0-16986); and
(i) The information in respect of the Common Stock under the caption
"Description of Registrant's Securities to be Registered" contained in the
Registration Statement on Form 8-A, filed on June 8, 1988 (File No.
0-16986), as amended by the Current Report on Form 8-K, filed on August 25,
1989 (File No. 33-9460-C), relating to the one-for-two reverse stock split
effected by the Company.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the shares
described herein shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of the filings of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference herein).
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Requests for such documents should be directed to the Secretary, Acclaim
Entertainment, Inc., One Acclaim Plaza, Glen Cove, New York 11542. Telephone
requests for such copies should be directed to the Secretary at (516) 656-5000.
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THE COMPANY
Acclaim Entertainment, Inc. (hereinafter, "Acclaim"), together with its
subsidiaries (Acclaim and its subsidiaries are collectively hereinafter referred
to as the "Company"), is an entertainment publisher which engages in or plans to
engage in (i) the publication of interactive entertainment software ("Software")
for use with interactive entertainment hardware platforms; (ii) the development
and publication of comic books, which commenced in July 1994 through the
acquisition of Acclaim Comics, Inc. ("Acclaim Comics"), formerly Voyager
Communications Inc.; (iii) the marketing of its motion capture technology and
studio services, which commenced in the first quarter of fiscal 1995; (iv) the
distribution of coin-operated arcade games, which is anticipated to commence in
fiscal 1996 (and, with respect to redemption games, will commence upon the
consummation of the proposed merger of a wholly-owned subsidiary of Acclaim with
and into Lazer-Tron; see "Recent Developments"); (v) the distribution of
Software for affiliated labels, which commenced in the first quarter of fiscal
1995; and (vi) the electronic distribution of interactive entertainment through
the partnership established in October 1994 between a subsidiary of Acclaim and
a subsidiary of Tele-Communications, Inc. ("TCI"). To date, the Company's
principal business has been as a leading publisher of Software for dedicated
interactive entertainment hardware platforms ("Entertainment Platforms").
The Company had net revenues of $214.6 million, $327.1 million, $480.8
million and $423.3 million for the fiscal years ended August 31, 1992, 1993 and
1994, and for the nine months ended May 31, 1995, respectively, and net income
of $13.8 million, $28.1 million, $45.1 million and $38.3 million for the fiscal
years ended August 31, 1992, 1993 and 1994, and for the nine months ended May
31, 1995, respectively.
A Delaware corporation, Acclaim was founded in 1987 and has overseas
operations in Japan, Canada, France, Germany, Spain and the United Kingdom.
Acclaim's executive offices are located at One Acclaim Plaza, Glen Cove, New
York 11542-2708 and its telephone number is (516) 656-5000.
Products
The Company attempts to produce families of high quality products and
address a wide range of interactive entertainment categories, such as puzzle,
sports, action/adventure and fantasy, based on the Company's intellectual
properties (the "Properties"). The Company intends to continue its strategy for
maximizing the revenue generated from each of its Properties by publishing
Software titles for use on multiple hardware platforms and creating successive
Software products using the same
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Properties in order to form the basis for families of products which can
capitalize upon the exposure and name recognition associated with the
Properties. For example, the Company has released at least one product each
year based on World Wrestling Federation ("WWF") characters since 1988 resulting
in a total of 17 products to date. A similar strategy has been utilized with
The Simpsons and NBA Properties. The Company's strategy is to continue to use
recognizable personalities and icons, generally obtained through licenses from
the owners of these intellectual properties, to market its Software. To date,
the Company has obtained licenses from a variety of sources for properties such
as The Simpsons (television), Batman Forever (motion picture), NFL Quarterback
Club, World Wrestling Federation (sports), Mortal Kombat (arcade games), and
Spiderman (comics).
Marketing
The Company attempts to release Software simultaneously across a series of
hardware platforms. As the Company releases families of products for multiple
platforms, it is able to take advantage of cross-merchandising opportunities and
benefit from marketing economies of scale. Promotional activities can become
more efficiently focused on the particular intellectual property theme available
in several configurations for multiple hardware systems. The Company markets
its Software primarily to mass merchandise companies, large retail toy store
chains, department stores and specialty stores. The Software is also sold, to a
lesser extent, to wholesale distributors. The target customers for the
Company's products are primarily males aged 11 to 21. In selecting an existing
game or a new concept for development and distribution, the Company's management
seeks products it believes will appeal to the imagination of its target
customers and develops a packaging concept and advertising strategy consistent
with the product's theme to attract that customer. The Company supports its
products with advertisements, both on television and in print, promotions and
public relations. For its major multi-platform releases, the Company creates
marketing events through pre-release promotions and point-of-sale materials.
These events are similar to promotional concepts utilized in the film and record
industries.
Acclaim Comics has created a superhero and action/adventure comic book
series based on characters who co-exist in the "VALIANT" Universe. The
"VALIANT" Universe concept permits Acclaim Comics to use the popularity of its
characters to introduce a new character in an existing comic or to develop more
fully an existing but relatively unknown character.
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Distribution and Operations
The Company distributes its Software through independent sales
representatives in the United States to reach over 20,000 store locations. The
Company also distributes its Software products directly to retail in France,
Germany, Spain and the United Kingdom utilizing independent sales
representatives. For Software sales in the other European markets, the Company
uses national distributors. The Company also sells and distributes directly in
Japan and Canada. The Company's Software is available in over 50 countries and
in over 50,000 stores worldwide.
The Company's comic books are distributed through independent distributors
to the comic book direct market, which consists of comic book specialty stores
and mail order comic book dealers, in the United States.
The Company seeks to manage its operations to achieve a relatively low
fixed-cost structure and provide maximum operational flexibility. The Company's
strategic alliances with independent developments teams for Software products,
its use of subcontractors to manufacture its Software products, its royalty
based compensation of comic book artists and its use of independent sales
representatives contribute to increasing the Company's variable costs and
minimizing its fixed overhead. Similarly, the Company utilizes the services of
outside warehouse and distribution facilities on a territory-by-territory
basis. However, as the Company continues to grow, it may become cost efficient
or strategically advantageous for the Company to perform some or all of these
functions itself. Accordingly, in January 1995, the Company completed the
acquisition of Iguana Entertainment, Incorporated ("Iguana USA"), a developer of
software products. The Company maintains a computer network, which allows for
the electronic transmission of information among its various offices and
utilizes electronic data interchange with its major domestic customers.
In June 1993, the Company launched Acclaim Distribution, Inc., a wholly-
owned subsidiary, to handle distribution of its labels as well as affiliated
labels. The Company commenced shipping products for its first affiliated label,
Digital Pictures, Inc., in the first quarter of fiscal 1995.
Technology
The engineering staff within the Company's Advanced Technologies Group
("ATG") provides technical support and programming tools to enhance game play
and product quality. With the advancement of CD-ROM technology, ATG's
activities have expanded to include the development of a new animation creation
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process and designing tools for use in programming Software for CD-ROM or
cartridge-based platforms utilizing 32- or 64-bit processors. In September
1994, the Company completed the construction of its "motion capture" studio for
the application of its animation technology. In addition to the use of this
technology in its own Software, the Company is marketing its motion capture
technology and selling its studio services for use in other entertainment
media. For example, in December 1994, Warner Bros. utilized the Company's
motion capture technology and studio services to create certain of the special
effects for the motion picture Batman Forever, which was released in June 1995.
No assurance can be given that the Company will be successful in marketing its
technology and selling its studio services and, even if it were successful, that
revenues generated therefrom will be material.
In July 1994, the Company established Acclaim Coin-Operated Entertainment,
Inc., a wholly-owned subsidiary based in California, for the creation and
distribution of stand-alone coin-operated games. The subsidiary is currently in
the start-up phase and anticipates shipping its first game, Batman Forever, in
fiscal 1996. It is the Company's current intention to release, commencing in
fiscal 1996, between three to four coin-operated games per year. The successful
creation and marketing of such games will be dependent, in large part, on the
Company's ability to hire and retain developers for the creation of, and to
license or create properties for use in, coin-operated games which achieve
widespread market acceptance. There can be no assurance that the Company will
be successful in creating and marketing coin-operated games or that any revenues
derived by the Company from the sale of such games will be material.
On October 19, 1994, Acclaim Cable Holdings, Inc., a wholly-owned
subsidiary of Acclaim, entered into a Partnership Agreement with TCI GameCo
Ventures, Inc., an indirect wholly-owned subsidiary of TCI, for the creation of
a Delaware limited partnership (the "Joint Venture"), the interests in which are
indirectly held 65% by the Company and 35% by TCI. The principal purposes of
the Joint Venture are to develop and acquire (including by purchase or license),
entertainment software for interactive networks, as well as to promote a
standard for broadband network gaming to be incorporated into advanced set-top
boxes.
Interactive Entertainment Industry
The interactive entertainment industry is characterized by rapid
technological change, resulting in hardware platform and related Software
product cycles. No single hardware platform or
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system has achieved long-term dominance. The Company's strategy is to develop
and/or publish Software for the hardware platforms that dominate the market and
to develop Software for the hardware platforms that the Company perceives as
having the potential to achieve mass market acceptance in the future, rather
than to be the first Software publisher for an emerging hardware platform; in
order to promote its strategic relationships, however, the Company may from time
to time publish Software for a hardware platform before it attains mass market
appeal. The Company's revenues have traditionally been derived from sales of
Software for the then dominant platforms. Accordingly, the Company's revenues
are subject to fluctuation during transition periods when new hardware platforms
have been introduced but none has achieved mass market acceptance or become
dominant.
From inception through fiscal 1991, substantially all of the Company's
revenues were derived from sales of Software for the 8-bit Nintendo
Entertainment System. Although the Company commenced the publication of
Software for Game Boy, the portable system marketed by Nintendo Co., Ltd.
(Japan) (Nintendo and its subsidiary, Nintendo of America, Inc., are
collectively hereinafter referred to as "Nintendo"), in fiscal 1990, for the
Super Nintendo Entertainment System ("SNES") in fiscal 1991 and for Genesis and
Game Gear, the 16-bit dedicated and portable hardware systems, respectively,
marketed by Sega Enterprises Ltd. ("Sega") in fiscal 1992, the Company did not
derive significant revenues from the sale of portable or 16-bit Software until
fiscal 1992. The 16-bit systems are more sophisticated than the 8-bit systems,
producing faster and more complex images with more lifelike animation and better
sound effects and, by 1993, had replaced the 8-bit Entertainment Platform as the
dominant Entertainment Platform. In fiscal 1994, most of the Company's revenues
were derived from sales of Software for the 16-bit SNES and Genesis systems.
The Company anticipates that most of its revenues in fiscal 1995 will be derived
from sales of Software for the 16-bit Entertainment Platforms.
The interactive entertainment industry is undergoing, and the Company
anticipates that in both the short- and long-term future it will continue to
undergo, significant changes due, in large part, to the introduction of the next
generation of Entertainment Platforms incorporating 32- and 64-bit processors,
as well as the success of personal computer/compact disk/multimedia hardware
systems ("PC CD Systems"), the development of remote and electronic delivery
systems and the entry and participation of new companies in the industry. The
new hardware platforms may use read-only memory ("ROM") cartridges, compact disk
("CD"), flash memory and/or other technologies as the dominant software storage
device. Additional CD platforms, including personal computer systems for which
Software products are published, are currently marketed by
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Philips, Sega, Commodore, Apple, IBM, IBM-compatible manufacturers and The 3DO
Company. Atari launched Jaguar, its 64-bit cartridge-based system, in November
1993 and Sega launched 32X, its 32-bit cartridge-based attachment for its 16-bit
Genesis system, in November 1994. Sega and Sony launched their 32-bit CD-based
systems in Japan in November 1994 and Sega has shipped limited quantities of its
system in the United States commencing in May 1995. Sony Corporation has
announced plans to release its new 32-bit CD-based system in the United States
in September 1995 and Nintendo has announced plans to release a new 64-bit ROM
cartridge-based system in the United States in 1996.
The Company believes that sales of new 16-bit hardware systems peaked in
calendar 1993. Based on historical industry cycles, the Company believes that
16-bit Software sales peaked in calendar 1994 (the year following the peak year
for hardware sales). The Company as well as industry analysts anticipate, based
on Software sales information for calendar year 1994 and the continuing decline
in 16-bit hardware sales, that the market for 16-bit Software will decline in
calendar 1995 and thereafter.
Although the Company believes that hardware incorporating 32- and 64-bit
processors will become the dominant Entertainment Platforms in the interactive
entertainment industry over the next few years, the Company is unable to predict
which, if any, of the newly introduced or announced platforms will achieve
commercial success or the timing thereof or their impact on the industry. No
assurance can be given that the Company will correctly identify the systems with
such potential or be successful in publishing Software for such platforms and
systems. The uncertainty associated with the transition from 16-bit cartridge-
based Entertainment Platforms to the next generation Entertainment Platforms
decreases the Company's ability to predict with any certainty its results of
operations and profitability during this transition phase.
Historically, management believed that the floppy and personal computer
market was characterized by (i) numerous hardware and software
incompatibilities; (ii) high price points for multimedia PC hardware; (iii) a
large number of software titles; and (iv) technological limitations of the
hardware systems for gaming as compared to the Entertainment Platforms.
Accordingly, the Company participated in this category through distribution
agreements which, in the opinion of management, provided the greatest return on
the investment of time and effort needed to service a fragmented market.
However, based on management's belief that this category now has sufficient mass
market penetration to warrant publishing Software directly, and due to
technological advancements incorporated in the newer PC CD Systems and the
higher gross margins realized by publishers of
-10-
Software for this category, in the second quarter of fiscal 1995, the Company
commenced marketing Software for PC CD Systems.
The Company commenced the development and sale of Software for the Sega
CD system in fiscal 1994 and for Sega's 32X in the second quarter of fiscal
1995. The Company has announced that it is developing Software for Sega's
Saturn system, Nintendo's Ultra 64 system and Sony's CD-based Play Station.
However, the Company believes that the installed base of the new generation of
Entertainment Platforms will not rival the current installed base of 16-bit
Entertainment Platforms in the near-term. As a result, the sales growth of
Software for these new Entertainment Platforms and PC CD Systems may not offset
the decline in sales of Software for the 16-bit Entertainment Platforms in this
calendar year and, as a result, overall industry growth rates may decline in the
near-term.
Based on the decline of the 16-bit hardware market and the related
slowdown in retail sell-through of 16-bit Software on an industry-wide basis,
the Company believes that retailers, in order to reduce inventory levels, may
reduce purchases of the Company's 16-bit Software in the next several fiscal
quarters as compared to prior fiscal quarters. Any such reduction in retail
purchasing, to the extent not offset by growth in Software sales for the new
Entertainment Platforms and PC CD Systems, would decrease the Company's rate of
growth as discussed below. As retail sell-through of 16-bit Software continues
to slow down, this may result in a build-up of retail inventory which, in turn,
may force the Company to liquidate excess inventory levels at retail by offering
price protection and other concessions to its customers in future periods. As
the transition to the next generation of Entertainment Platforms continues and
as new Entertainment Platforms achieve market acceptance, the risk of returns of
the Company's 16-bit Software titles has increased and will continue to
increase. Although management believes that it has adequate reserves for such
concessions and returns, no assurance can be given that future price protection,
returns and other similar concessions will not exceed such reserves. In
addition, the Company has incurred and expects to continue to incur higher
marketing expenses in connection with the sale of 16-bit Software, which higher
expenses may adversely affect the Company's profitability.
Due to the decline of the market for Software for 16-bit Entertainment
Platforms in 1995 and the related transition to the next generation of
Entertainment Platforms, the Company believes that it will experience a lower
rate of growth in fiscal 1995 and fiscal 1996 as compared to fiscal 1994, and a
materially lower rate of growth, if any, in the fourth quarter of fiscal 1995 as
compared to the first three quarters of fiscal 1995.
-11-
The release of individual "hit" Software products or families of products
can significantly affect revenues. Historically, "hit" products or families of
titles have accounted for significant portions of the Company's gross revenues
during particular periods. In prior periods, the Simpsons family of products
and the WWF family of products have accounted for significant portions of the
Company's gross revenues. Continuing this historic pattern, in the quarter
ended May 31, 1994, the NBA Jam family of products accounted for a significant
portion of the Company's gross revenues and in the nine months ended May 31,
1994, each of the NBA Jam and Mortal Kombat family of products accounted for a
significant portion of the Company's gross revenues. In the nine months ended
May 31, 1995, each of the Mortal Kombat II and NBA Jam Tournament Edition family
of products accounted for a significant portion of the Company's gross revenues.
In the quarter ended May 31, 1995, although sales of the Judge Dredd and Justice
League families of products were material, no single family of products
accounted for a significant portion of the Company's revenues. However, the
Company believes that it will continue to derive significant revenues from "hit"
products or families of products in future periods.
The timing of the release of Software products can cause quarterly revenue
and earnings fluctuations. A significant portion of the Company's revenues in
any quarter is generally derived from Software products or families of products
first shipped in that quarter. Product development schedules are difficult to
predict due, in large part, to the difficulty of scheduling accurately the
creative process and, with respect to Software for new hardware platforms, the
use of new development tools and the learning process associated with
development for new technologies, including the Company's own motion capture and
related technologies. As the industry trend toward more sophisticated
Entertainment Platforms continues, the related Software products frequently
include more original, creative content and are more complex to develop and,
accordingly, cause additional development and scheduling risk. As a result, the
Company's quarterly results of operations are difficult to predict and the
failure to meet product development schedules or even minor delays in product
deliveries could cause a shortfall in shipments in any given quarter, which
could cause the results of operations and net income for such quarter to fall
significantly below anticipated levels.
The Company's ability to sustain its current results of operations and
profitability and to generate sales growth in the future will be dependent in
large part on (i) the Company's ability to identify, develop and publish "hit"
Software titles for the hardware platforms that are established in the mass
market, (ii) the growth of the interactive entertainment Software
-12-
market and (iii) the Company's ability to develop and generate revenues from its
other entertainment operations. In addition, the Company has incurred and
expects to continue to incur increased research and development as well as
general and administrative expenses in connection with the start-up of its new
business operations (e.g., coin-operated games). If the Company is not
successful in generating revenues from these new businesses, its profitability
will be adversely affected.
Recent Developments
On March 22, 1995, Acclaim and Lazer-Tron Corporation ("Lazer-Tron")
entered into an Agreement and Plan of Merger, as amended by Amendment No. 1
dated as of June 15, 1995 and Amendment No. 2 dated as of July 24, 1995 (as so
amended, the "Merger Agreement") pursuant to which Acclaim agreed to acquire
Lazer-Tron through the merger (the "Merger") of Acclaim Arcade Holdings, Inc., a
wholly-owned subsidiary of Acclaim, with and into Lazer-Tron. Lazer-Tron
designs, develops, manufactures and markets coin- and token-operated redemption
games for use in family entertainment centers and other entertainment venues.
As a result of the Merger, Lazer-Tron will be the surviving corporation and will
become a wholly-owned subsidiary of Acclaim. The Merger is currently
anticipated to be consummated in August 1995, subject to the satisfaction of
certain conditions including the approval of Lazer-Tron's shareholders. There
can be no assurance that the Merger will be consummated. Acclaim intends to
account for the transaction as a pooling of interests.
Under the Merger Agreement as in effect prior to the July 24, 1995
amendment, Acclaim's obligation to consummate the Merger was conditioned on,
among other things, Lazer-Tron meeting certain financial criteria (including net
worth, working capital and sales tests) as of June 30, 1995 and satisfying other
conditions. In July 1995, Acclaim disputed the calculations and Lazer-Tron's
financial condition as presented in the closing balance sheet delivered by
Lazer-Tron under the Merger Agreement. A dispute arose between the parties as
to such calculations and financial conditions and, in order to avoid litigation
and preserve the benefits of the Merger, the parties entered into the July 24,
1995 amendment pursuant to which the Merger consideration was fixed at the low
end of the previously agreed upon range (as described below). In addition,
certain of Acclaim's other conditions to closing, including the Lazer-Tron
financial tests and the satisfactory completion of Acclaim's due diligence, were
modified or deleted or made subject to a $1,000,000 "material adverse effect"
test.
Pursuant to the Agreement, each issued and outstanding share of Lazer-
Tron's common stock will be exchanged for a fraction of a share of Common Stock
equal to the product of (i) one and (ii)
-13-
a fraction, the numerator of which is $8.00 and the denominator of which is the
average price of the Common Stock for the 20 days ending on the second day prior
to the date of the special meeting of shareholders of Lazer-Tron to approve the
Merger or the latest adjournment thereof. If the average price of the Common
Stock for such 20-day period is less than $12.50 per share, each of Acclaim and
Lazer-Tron shall have the right to terminate the Merger Agreement.
Lazer-Tron's shareholders holding the right to vote approximately 20% of
the outstanding shares of Lazer-Tron common stock entitled to vote on the Merger
have agreed to vote in favor of the Merger. Lazer-Tron's Board of Directors has
agreed, subject to its fiduciary obligations, to recommend that its shareholders
vote in favor of the Merger.
In connection with entering into the Merger Agreement, Lazer-Tron has
granted to the Company an option to acquire 250,000 shares of common stock of
Lazer-Tron at an exercise price of $8.00 per share, exercisable for a period of
two years if the Merger is not consummated as a result of the exercise by the
Board of Directors of Lazer-Tron of its fiduciary duty to consider competing
transactions. In addition, the Company would receive a payment from Lazer-Tron
of $200,000 in the event the Merger Agreement is terminated and an amount equal
to 5% (net of such $200,000 payment) of the consideration paid by a third party
in connection with the consummation of such a competing transaction.
On April 28, 1995, Lazer-Tron and certain of its directors and officers
were named as defendants in a lawsuit filed in the Superior Court of the State
of California, County of Alameda -- Eastern Division. This action, titled
Goldstein v. Lazer-Tron Corporation, et al., has been filed seeking, among other
things, certification of the lawsuit as a class action on behalf of all
Lazer-Tron shareholders, a preliminary and permanent injunction to prohibit
consummation of the Merger and to compel the individual defendants to fulfill
what the plaintiff claims are their fiduciary duties to, among other things,
cooperate with any other entity with an interest in acquiring Lazer-Tron and
enhance Lazer-Tron's value as a merger candidate. On May 30, 1995, an amended
complaint was filed. The plaintiff has alleged that the individual defendants
have violated state law by committing unfair business practices, and have
breached their fiduciary duties as a result of the manner in which, and the
timing of, the determination to merge Lazer-Tron occurred, the manner in which
negotiations with Acclaim were conducted and in recommending approval of the
Merger Agreement and the Merger. Lazer-Tron and the individual defendants have
not yet filed an answer to the complaint and discovery has recently commenced.
Lazer-Tron intends vigorously to defend this action. The Company has been
-14-
advised that management of Lazer-Tron believes, based on the allegations stated
in the complaint, discovery proceedings to date, its own view of the relevant
facts and circumstances surrounding the negotiation of the Merger Agreement and
preliminary settlement discussions, that the ultimate outcome of this action is
not expected to have a material adverse effect on Lazer-Tron or the consummation
of the Merger. However, no assurance can be given that Lazer-Tron's
management's assessment will prove correct. Pursuant to the terms of the Merger
Agreement, Acclaim has agreed to assume the defense of this action and to
indemnify Lazer-Tron and its directors and officers from any damages and costs
in connection with this action, subject to Acclaim's rights under the Merger
Agreement to decide in the future not to proceed with the Merger and to
discontinue its defense of this action and indemnification of Lazer-Tron and its
directors and officers subsequent to the date the Merger Agreement is terminated
or the Merger is abandoned.
OPTIONHOLDERS; EXERCISE OF OPTIONS
The Primary Shares covered by this Prospectus are issuable by the Company
upon exercise of Options granted by the Company to certain sales representatives
of, and the principal of a consultant to, the Company. The following sets forth
certain information in respect of the Options and the holders thereof:
Acclaim granted options to purchase 75,000 shares in May 1993 to Fergus
McGovern, the principal of a consultant to the Company, one-fourth of which
options was immediately exercisable at a price of $13.25 per share, an
additional one-fourth of which options became exercisable in May 1994 at a price
of $16.00 per share and an additional one-fourth of which options became
exercisable in May 1995 at a price of $16.00 per share. See "Selling
Stockholders." The remaining options to purchase 18,750 shares (which are
included in the Primary Shares covered by this Prospectus) will become
exercisable in May 1996 at a price of $16.00 per share and, if not exercised
prior thereto, will expire in May 1998.
In April 1994, Acclaim granted options to purchase 250,000 shares at a
price of $13.25 per share to various independent sales representatives in
conjunction with the execution of sales representation agreements with such
representatives, approximately one-third of which options became exercisable in
April 1995 (see "Selling Stockholders"); the remaining options to purchase
166,674 shares (which are included in the Primary Shares covered by this
Prospectus) will become exercisable in equal installments in April 1996 and
April 1997 and, if not exercised in full prior thereto, will expire in April
2004.
-15-
The holders of the Options may exercise them by delivering to the Company
written notice of exercise, specifying the number of Options being exercised,
and by making payment of the price for the Options being exercised, in cash or
by certified or bank check payable to the Company or by wire transfer to the
Company.
Pursuant to its agreements with the sales representatives, the Company has
agreed to keep the Registration Statement of which this Prospectus is a part
effective until April 1, 2000 (or until all of the Primary Shares have been
issued, if earlier).
USE OF PROCEEDS
The net proceeds received by the Company upon the issuance of the Primary
Shares will be used to increase working capital. The Company will not receive
any proceeds from the sale of any Resale Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The Resale Shares covered hereby will be offered and sold by the holders
of the Iguana Shares, the Voyager Shares and the Option Shares (collectively,
the "Selling Stockholders").
Iguana Transaction
The Iguana Shares covered by this Prospectus were issued to Jeffrey
Spangenberg, Nigel Cook, Cyrus Lum, Matthew Stubbington, Darrin Stubbington,
Craig Galley, James Moon, Peter Suarez, Beth Spangenberg, Darren Falcus and
Jason Falcus (each, an "Iguana Selling Stockholder" and, collectively, the
"Iguana Selling Stockholders") in January 1995 by the Company pursuant to the
exemption from registration provided under Section 4(2) of the Securities Act.
Each of the Iguana Selling Stockholders is an officer and/or employee (and Mr.
Spangenberg is also a director) of Iguana USA, which was acquired by the Company
on January 4, 1995, or its subsidiary, Iguana Entertainment Ltd. ("Iguana UK";
Iguana USA and Iguana UK are collectively referred to as "Iguana"). Each of the
Iguana Selling Stockholders was an officer and/or employee of Iguana prior to
its acquisition (the "Acquisition") by the Company. In addition, prior to the
Acquisition, Jeffrey Spangenberg (who is Beth Spangenberg's spouse), Beth
Spangenberg and Darrin Stubbington were directors of Iguana USA and Messrs.
Spangenberg, D. Falcus and J. Falcus were directors of Iguana UK. Mr.
Spangenberg was also the founder and sole shareholder of Iguana USA and owned 5%
of Iguana UK (Messrs. D. Falcus and J. Falcus owned 20% of Iguana UK and Iguana
USA owned the remaining 75%) prior to the Acquisition.
-16-
Iguana is an interactive entertainment software developer. Iguana,
founded in 1991, designed numerous titles for the Company and other interactive
entertainment publishers, including such titles as the Company's NBA Jam and NFL
Quarterback Club, and derived a significant portion of its revenues during the
years ended December 31, 1994 and 1993 from the Company. Except as a result of
their respective employment by Iguana and, with respect to Messrs. Spangenberg,
D. Falcus and J. Falcus, their respective ownership of stock of Iguana USA and
Iguana UK, neither the Company nor any of its affiliates has had within the past
three years any material relationship with any of the Iguana Selling
Stockholders or any of their respective affiliates.
On January 4, 1995, the Company completed the Acquisition of Iguana USA
for $5.5 million, net of cash received. As part of the Acquisition, Iguana USA
purchased the shares of Iguana UK held by Messrs. Spangenberg, D. Falcus and J.
Falcus. Concurrently with the closing of the Acquisition, the Company and
Iguana entered into five-year employment agreements with Messrs. Spangenberg,
Cook, Lum, M. Stubbington, D. Stubbington, Galley, D. Falcus and J. Falcus. The
Iguana Shares were issued to the Iguana Selling Stockholders pursuant to their
employment agreements or employment arrangements, as applicable, without the
payment of any additional compensation.
The Iguana Shares received by the Iguana Selling Stockholders are
restricted securities within the meaning of the Securities Act and cannot be
offered or sold without an effective registration statement covering such offer
and sale or pursuant to an applicable exemption from the registration
requirements of the Securities Act. Pursuant to the terms of registration
rights agreements entered into between Acclaim and each of the Iguana Selling
Stockholders at the closing of the Acquisition, Acclaim filed the Registration
Statement (of which this Prospectus is a part) and will use its best efforts to
keep the Registration Statement effective until no later than January 4, 1998
(or until all of the Iguana Shares are disposed of by the Selling Stockholders,
if earlier, subject to the availability of the provisions of Rule 144(k)). None
of the expenses of this offering will be borne by the Iguana Selling
Shareholders (excluding the fees of legal counsel for the Iguana Selling
Stockholders, which will be borne in full by them).
The Iguana Shares are held in escrow pursuant to escrow agreements among
each of the Iguana Selling Stockholders, Iguana USA, Acclaim and an escrow
agent. The Iguana Shares will generally be released from escrow in five equal
annual installments, commencing on January 1, 1996, so long as the respective
Iguana Selling Stockholder remains employed by Iguana. Depending upon the
circumstances of the termination of an Iguana Selling Stockholder's employment
by Iguana, all Iguana
-17-
Shares issued to such Iguana Selling Stockholder and remaining in escrow at the
time of termination (i) may be released from escrow to such Iguana Selling
Stockholder and may become available for resale by such person, (ii) may be
forfeited by the Iguana Selling Stockholder (other than Mr. Spangenberg) and be
delivered to the escrow agent and held in escrow with Mr. Spangenberg's shares
in accordance with Mr. Spangenberg's escrow agreement, or (iii) may be forfeited
by Mr. Spangenberg and returned to Acclaim. While the Iguana Shares are held in
escrow, each Iguana Selling Stockholder has agreed, pursuant to the terms of
voting agreements, to vote the Iguana Shares held by him or her in accordance
with the recommendation of the Board of Directors of Acclaim on all matters that
are presented to the stockholders of Acclaim at any annual or special meeting.
The following table sets forth certain information as of July 31, 1995
with respect to the Iguana Shares held by each Iguana Selling Stockholder:
Shares Benefi- Shares Shares Benefi-
cially Owned Being cially Owned After
Name Prior to Offering Offered(1) the Offering(1)
- ---- ----------------- ---------- ------------------
Jeffrey R. Spangenberg(2) 555,556 555,556 -0-
Nigel Cook 5,556 5,556 -0-
Cyrus Lum 27,778 27,778 -0-
Matthew Stubbington(3) 55,556 55,556 -0-
Darrin Stubbington(3) 55,556 55,556 -0-
Craig Galley 27,778 27,778 -0-
James Moon 27,778 27,778 -0-
Peter Suarez 16,667 16,667 -0-
Beth Spangenberg(2) 5,556 5,556 -0-
Darren Falcus(4) 27,778 27,778 -0-
Jason Falcus(4) 27,778 27,778 -0-
- ------------
(1) Assumes that all of the Iguana Shares are sold by the Iguana Selling
Stockholders pursuant to this Prospectus. Any Iguana Selling Stockholder may
choose to dispose of none or only a portion of the Iguana Shares held by him or
her pursuant to this Prospectus upon release of such shares from escrow as
described above. Acclaim is not required, pursuant to its agreements with the
Iguana Selling Stockholders, to keep the Registration Statement effective past
January 4, 1998. Accordingly, it is currently anticipated that unsold Iguana
Shares (whether or not held in escrow) would be sold thereafter in reliance upon
Rule 144 promulgated under the Securities Act.
(2) The Iguana Shares shown as beneficially owned by Jeffrey Spangenberg and
Beth Spangenberg, respectively, do not include the Iguana Shares held by the
other in which each of them would have a community property interest.
(3) Matthew Stubbington and Darrin Stubbington are brothers, but each of them
disclaims any beneficial ownership in the Iguana Shares held by the other.
(4) Darren Falcus and Jason Falcus are brothers, but each of them disclaims any
beneficial ownership in the Iguana Shares held by the other.
-18-
Acclaim Comics Transaction
The Voyager Shares covered by this Prospectus were issued to Steven
Massarsky, Robert Layton and Jon Hartz (each, a "Voyager Selling Stockholder"
and, collectively, the "Voyager Selling Stockholders") in July 1994 by the
Company in a registered offering of securities made in conjunction with the
acquisition by the Company of Acclaim Comics. Each of the Voyager Selling
Stockholders is an officer and employee of Acclaim Comics, which was acquired by
the Company on July 29, 1994 and, immediately prior to its acquisition by the
Company, each of them was also a shareholder of Acclaim Comics.
Acclaim Comics is a creator and publisher of comic books in the United
States. Prior to its acquisition by the Company, Acclaim Comics' largest
advertiser was the Company. Except as a result of their respective employment
by Acclaim Comics and their respective stock ownership of Acclaim Comics prior
to its acquisition by the Company, neither the Company nor any of its affiliates
has had within the past three years any material relationship with any of the
Voyager Selling Stockholders or any of their respective affiliates.
In July 1994, the Company completed the acquisition of Acclaim Comics for
$65,000,000, $50,000,000 of which was paid in cash and $15,000,000 of which was
paid in shares of Common Stock valued at $15.45 per share. Messrs. Massarsky,
Layton and Hartz received 131,013 shares, 37,732 shares and 37,732 shares,
respectively, in payment of the portion of the purchase price payable by the
Company to each of them in shares of Common Stock. All of such shares, as well
as a portion of the cash purchase price paid to each of them (collectively, the
"Escrow Fund"), were placed in escrow in July 1994 pursuant to escrow agreements
among each of them, Acclaim Comics, Acclaim and an escrow agent. The escrow
agreements generally provide that one-fifth of the Escrow Fund will be released
on each of the first, second, third, fourth and fifth anniversaries of the date
of the acquisition, subject to the fulfillment of certain conditions. The
Voyager Shares, which represent a portion of the shares of Common Stock included
in the Escrow Fund, were released from escrow on July 29, 1995 in accordance
with the terms of the escrow agreements and the offer and sale of such shares by
the Voyager Selling Stockholders is covered by the Registration Statement of
which this Prospectus is a part. A portion of the expenses of this offering
(approximately $3,000) will be borne by the Voyager Selling Stockholders
collectively.
-19-
The following table sets forth certain information as of July 31, 1995 with
respect to the Voyager Shares held by each Voyager Selling Stockholder:
Shares Benefi- Shares Shares Benefi-
cially Owned Being cially Owned After
Name Prior to Offering Offered(1) the Offering(1)
- ---- ----------------- ---------- ------------------
Steven J. Massarsky 131,013 89,215 41,798
Robert Layton 37,732 25,624 12,108
Jon Hartz 37,732 25,624 12,108
- ------------
(1) Assumes that all of the Voyager Shares are sold by the Voyager Selling
Stockholders pursuant to this Prospectus. Any Voyager Selling Stockholder may
choose to dispose of none or only a portion of the Voyager Shares offered by him
pursuant to this Prospectus. Acclaim is not required, pursuant to its
agreements with the Voyager Selling Stockholders, to keep the Registration
Statement of which this Prospectus is a part effective past July 29, 1996.
Accordingly, it is currently anticipated that unsold Voyager Shares would be
sold thereafter in reliance upon Rule 144 promulgated under the Securities Act.
Option Shares
The Option Shares are issuable upon the exercise of currently exercisable
options to purchase (a) 83,326 shares of Common Stock granted by the Company to
certain of its sales representatives, (b) 11,250 shares of Common Stock granted
by the Company to Richard Lehrberg, a former agent of Arena Entertainment, Inc.
(a wholly-owned subsidiary of the Company which was acquired in January 1992)
and (c) 56,250 shares granted by the Company to Fergus McGovern. See
"Optionholders; Exercise of Options." The Option Shares, when exercised, will
be issued by the Company in reliance on the exemption from registration provided
in Section 4(2) of the Securities Act and the offer and sale thereof by the
beneficial owners of the Option Shares is covered by the Registration Statement
of which this Prospectus is a part. A portion of the expenses of this offering
(approximately $1,500) will be borne by Mr. McGovern.
The following sets forth certain information as of July 31, 1995 with
respect to the Option Shares held by each holder thereof:
<TABLE>
<CAPTION>
Shares Benefi- Shares Shares Benefi-
cially Owned Being cially Owned After
Name Prior to Offering Offered the Offering
- ---- ----------------- ------- ------------------
<S> <C> <C> <C>
Arundel-Doerr-Harrison
Co., Inc.(1) 10,000 10,000 -0-
Brake & Associates(1) 1,666 1,666
Martin Flaherty &
Associates(1) 6,666 6,666 -0-
Peake Marketing(1) 1,666 1,666 -0-
Joel Myden Sales
Inc.(1) 6,666 6,666 -0-
Perlmutter Victor
Cavanagh Assoc.,
Inc.(1) 6,666 6,666 -0-
Phillips Sales(1) 8,333 8,333 -0-
</TABLE>
-20-
<TABLE>
<S> <C> <C> <C>
The Owen Company(1) 1,666 1,666 -0-
SMA Inc.(1) 1,666 1,666 -0-
Watt & Company Consumer
Electronics Group(1) 11,666 11,666 -0-
Watt/Spohn-Universal,
Ltd.(1) 1,666 1,666 -0-
Lou Jannetty(1) 11,666 11,666 -0-
Ross Pakula(1) 13,333 13,333 -0-
Richard Lehrberg(2) 15,000 11,250 3,750
Fergus McGovern(3) 56,250 56,250 -0-
</TABLE>
- ------------
(1) Represents shares which may be acquired upon exercise of currently
exercisable options. The options are exercisable at a price of $13.25 per
share, and will remain generally exercisable until April 13, 2004.
(2) Represents shares which may be acquired upon exercise of currently
exercisable options. The options are exercisable at a price of $3.9167 per
share, and will remain generally exercisable until July 7, 1997. The offer and
sale by Mr. Lehrberg of up to 3,750 shares was previously registered by the
Company in January 1993.
(3) Represents shares which may be acquired upon exercise of currently
exercisable options. The options are exercisable at a price of $13.25 per
share, with respect to up to 18,750 shares, and at a price of $16.00 per share,
with respect to the remaining 37,500 shares, and will remain generally
exercisable until May 19, 1998.
PLAN OF DISTRIBUTION
The Selling Stockholders may from time to time sell all or a portion of
the Resale Shares on The NASDAQ Stock Market or in any other securities market
on which the Common Stock is then listed or traded, in negotiated transactions
or otherwise, at prices then prevailing or related to the then current market
price or at negotiated prices. Sales on or through The NASDAQ Stock Market will
be effected at such prices as may be obtainable and as may be satisfactory to
such Selling Stockholder. No sales or distributions other than as disclosed
herein will be effected until after this Prospectus shall have been
appropriately amended or supplemented, if required, to set forth the terms
thereof. Normal commission expenses and brokerage fees will be paid
individually by the Selling Stockholders. The Resale Shares may be sold
directly or through brokers or dealers, or in a distribution by one or more
underwriters on a firm commitment or best efforts basis. The method by which
the Resale Shares may be sold include (a) a block trade (which may involve
crosses) in which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) exchange distributions and/or secondary distributions in
accordance with the rules of The NASDAQ Stock Market; (d) ordinary brokerage
transactions in which the broker solicits purchasers; and (e) privately
negotiated transactions. The Selling Stockholders may from time to time deliver
all or a portion of the Resale Shares
-21-
held by them to cover a short sale or sales or upon exercise of a put equivalent
position. In addition, any Resale Shares that qualify for sale under Rule 144
or Rule 144A under the Securities Act may be sold under any such rules rather
than pursuant to this Prospectus.
Brokers or dealers may receive commission or discounts from the Selling
Stockholders in amounts to be negotiated immediately prior to the sale. The
Selling Stockholders and any underwriters, dealers or agents that participate in
the distribution of the Resale Shares may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit on the resale of the Resale
Shares by them or any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company has agreed to indemnify the Selling Stockholders, and each
underwriter, if any, of the Resale Shares (including any broker or dealer
through which such shares may be sold) and each person, if any, who controls
each such Selling Stockholder or any such underwriter within the meaning of
Section 15 of the Securities Act, against certain liabilities, including
liabilities under the Securities Act.
Each of the Selling Stockholders has represented and warranted to, and
agreed with the Company that, during such time as he may be engaged in a
distribution of the Resale Shares, such Selling Stockholder will, among other
things, (a) not engage in any stabilization activity in connection with the
Company's securities, (b) furnish to each broker or dealer through whom or which
he offers securities copies of the Prospectus, as may be required, (c) inform
such broker or dealer as to the number of Resale Shares such person is selling,
that such securities are part of a distribution and that such person is subject
to the provisions of Rule 10b-6 of the General Rules and Regulations under the
Exchange Act, (d) report to the Company any disposition of the Resale Shares if
any such disposition shall have occurred, and (e) not bid for, or purchase, any
Company securities other than as permitted under the Exchange Act.
LEGAL MATTERS
Certain legal matters in respect of the shares offered hereby will be
passed upon for the Company by Rosenman & Colin, 575 Madison Avenue, New York,
New York 10022.
-22-
EXPERTS
The financial statements and schedules of the Company for the years ended
August 31, 1994, 1993 and 1992 incorporated in this Prospectus by reference to
the Form 10-K have been so incorporated in reliance on the report of Grant
Thornton LLP, independent accountants, given on the authority of such firm as
experts in accounting and auditing.
-23-
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or the Selling Stockholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any jurisdiction to any person whom
it is unlawful to make such an offer in such jurisdiction. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
--------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information. . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . 5
Optionholders; Exercise of Options . . . . . . . . . . . . . 15
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 16
Selling Stockholders . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 21
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 22
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
ACCLAIM
ENTERTAINMENT, INC.
1,306,300 Shares
Common Stock
August __, 1995
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses of issuance and distribution of the Common Stock (excluding
legal fees incurred by the Selling Stockholders, which will be borne in full by
them) are to be paid in part by the Company (approximately $22,500) and in part
by certain of the Selling Stockholders (approximately $4,500). The following
itemized list is an estimate of the expenses:
SEC Registration Fee . . . . . . . . . . . . $ 7,791.00
Legal fees and expenses. . . . . . . . . . . 15,000.00
Accounting fees and expenses . . . . . . . . 2,500.00
Transfer Agent fees . . . . . . . . . . . . 200.00
Blue Sky fees and expenses . . . . . . . . . 800.00
Miscellaneous. . . . . . . . . . . . . . . . 709.00
----------
Total. . . . . . . . . . . . . . . . $27,000.00
Item 15. Indemnification of Directors and Officers
The Certificate of Incorporation of the Registrant provides that any
person may be indemnified against all expenses and liabilities to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
Section 145 of the General Corporation Law of Delaware, the law of the
state in which the Registrant is incorporated, empowers a corporation within
certain limitations to indemnify any person against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any suit or proceeding to which he
is a party by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, as long as he acted in
good faith and in a manner which he reasonably believed to be in, or not opposed
to, the best interests of the corporation. With respect to any criminal
proceeding, he must have had no reasonable cause to believe his conduct was
unlawful.
The Registrant also has in effect directors' and officers' liability
insurance.
II-1
Item 16. Exhibits
The following documents are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 - Specimen form of the Company's common stock
certificate (1)
5+ - Opinion of Rosenman & Colin
23(a) - Consent of Grant Thornton LLP (included on page II-5)
23(b) - Consent of Rosenman & Colin (included in Exhibit 5)
24 - Power of Attorney (included on page II-6 to this
Registration Statement, filed on June 2, 1995)
</TABLE>
- ------------
+ Filed herewith
(1) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended August 31, 1989, filed November
8, 1989, as amended (File No. 0-16986).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10 (a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any
II-2
material change to such information 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 herein, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Nassau and State of New York on July 31, 1995.
ACCLAIM ENTERTAINMENT, INC.
By Gregory E. Fischbach
-------------------------
Gregory E. Fischbach
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Gregory E. Fischbach Co-Chairman; Chief Executive July 31, 1995
- ----------------------- Officer; Director
Gregory E. Fischbach
Co-Chairman; Senior Executive July , 1995
- ----------------------- Vice President; Treasurer;
James Scoroposki Secretary; Director
Robert Holmes President; Chief Operating July 31, 1995
- ----------------------- Officer; General Manager;
Robert Holmes Director
Bernard J. Fischbach Director July 31, 1995
- ------------------------
Bernard J. Fischbach
Michael Tannen Director July 31, 1995
- ------------------------
Michael Tannen
Robert H. Groman Director July 31, 1995
- ------------------------
Robert H. Groman
James Scibelli Director July 31, 1995
- ------------------------
James Scibelli
Bruce Ravenel Director July 31, 1995
- ------------------------
Bruce Ravenel
Anthony R. Williams Executive Vice President; July 31, 1995
- ------------------------ Chief Financial and
Anthony R. Williams Accounting Officer
</TABLE>
II-4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated October 20, 1994 accompanying the
consolidated financial statements and schedules of Acclaim Entertainment, Inc.
and Subsidiaries included in the Annual Report on Form 10-K for the year ended
August 31, 1994, which is incorporated by reference in this Amendment No. 1 to
the Registration Statement on Form S-3 and Prospectus. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report and to the use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
New York, New York
July 28, 1995
II-5
ROSENMAN & COLIN
575 MADISON AVENUE
NEW YORK, NEW YORK 10022-2585
August 1, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been requested by Acclaim Entertainment, Inc. (the "Company"), a
Delaware corporation, to furnish our opinion in connection with the Company's
Registration Statement (the "Registration Statement") on Form S-3 (File No.
33-59819) covering an aggregate of 1,306,300 shares (the "Shares") of common
stock, par value $0.02 per share, of the Company to be issued by the Company or
to be offered and sold by certain selling stockholders named therein.
In connection with the foregoing, we have made such examination as we have
deemed necessary for the purpose of rendering this opinion. Based upon such
examination, it is our opinion that the Shares have been duly authorized and are
or, upon issuance in accordance with the stock option agreements between the
Company and the optionholders named in the Registration Statement, will be, as
applicable, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
ROSENMAN & COLIN
By /s/
---------------------------
A Partner
