<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
ACCLAIM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-2698904
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
One Acclaim Plaza
Glen Cove, New York 11542-2708
(Address of principal executive offices)
------------------
Acclaim Entertainment, Inc.
1995 Restricted Stock Plan
(Full title of the plan)
------------------
Gregory E. Fischbach Copy to:
Chief Executive Officer Eric M. Lerner, Esq.
One Acclaim Plaza Rosenman & Colin LLP
Glen Cove, New York 11542-2708 575 Madison Avenue
(516) 656-5000 New York, New York 10022
(Name, address and telephone (212) 940-7157
number of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share price fee*
- ------------- ------------ ---------------- ------------------ ------------
Common Stock,
par value
$0.02 per
share...... 194,631 $0.02 $3,893 $100
* Fee computed pursuant to Rule 457(h) is below the minimum required under
Section 6(b) of the Securities Act of 1933.
------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Acclaim Entertainment, Inc. (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"). The following documents, or portions thereof,
filed by the Company with the Commission pursuant to the Exchange
Act (File No. 0-16986) are incorporated by reference in this
Registration Statement:
a. The Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1995, filed on December 8, 1995.
b. The information in respect of the Company's common
stock under the caption "Description of Registrant's
Securities to be Registered" contained in the Company's
Registration Statement on Form 8-A filed with the Commission
on June 8, 1988, as amended by the Company's Current Report on
Form 8-K, filed on August 25, 1989, relating to the one-for-
two stock split effected by the Company.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto indicating 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 of this Registration Statement from the respective dates of
filings of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company 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 Company 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
II-1
<PAGE>
interests of the corporation. With respect to any criminal
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful.
The Company has in effect directors' and officers' liability
insurance.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
*4(a) - Acclaim Entertainment, Inc. 1995 Restricted Stock
Plan.
4(b) - Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration
No. 33-28274, filed on April 21, 1989, as amended).
4(c) - Amendment to the Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1,
Registration No. 33-28274, filed on April 21, 1989,
as amended).
4(d) - Amendment to the Certificate of Incorporation
(incorporated by reference to Exhibit 4(d) to the
Company's Registration Statement on Form S-8,
Registration No. 33-59483, filed on May 19, 1995)
(the "1995 S-8").
4(e) - Amended and Restated By-Laws (incorporated by
reference to Exhibit 4(e) to the 1995 S-8).
*5 - Opinion of Rosenman & Colin LLP.
23(a) - Consent of Grant Thornton LLP (included on page II-
6).
23(b) - Consent of Rosenman & Colin LLP (included in
Exhibit 5).
24 - Power of Attorney (included on page II-5)
- ------------
* Filed herewith
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes: (a) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution of
the securities being registered hereby not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; (b) that, for the
purpose of determining any liability under the Securities Act of
1933 (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; and (c) 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.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in
this 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.
3. 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.
II-3
<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 Glen Cove, State of New York, on this 12th day of December,
1995.
ACCLAIM ENTERTAINMENT, INC.
By Gregory E. Fischbach
Gregory E. Fischbach
Co-Chairman of the Board and
Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory E.
Fischbach and James Scoroposki, and each or either of them, his
true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all the exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite or necessary
to be done in and about the premises as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
Gregory E. Fischbach Co-Chairman; Chief Executive December 12, 1995
Gregory E. Fischbach Officer; Director
James Scoroposki Co-Chairman; Senior Executive December 12, 1995
James Scoroposki Vice President; Treasurer;
Secretary; Director
Robert Holmes President; Chief Operating December 12, 1995
Robert Holmes Officer; General Manager;
Director
Bernard J. Fischbach Director December 12, 1995
Bernard J. Fischbach
Michael Tannen Director December 12, 1995
Michael Tannen
Robert H. Groman Director December 12, 1995
Robert H. Groman
James Scibelli Director December 12, 1995
James Scibelli
Bruce Ravenel Director December 12, 1995
Bruce Ravenel
Anthony R. Williams Executive Vice President; December 12, 1995
Anthony R. Williams Chief Financial and
Accounting Officer
II-5
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report, which includes an explanatory paragraph
that refers to litigation described in Note 19 to the consolidated
financial statements, dated December 8, 1995, accompanying the
consolidated financial statements and schedule of Acclaim
Entertainment, Inc. and Subsidiaries included in the Annual Report
on Form 10-K for the year ended August 31, 1995, which is
incorporated by reference in this Registration Statement on Form
S-8. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
GRANT THORNTON LLP
New York, New York
December 13, 1995
II-6
<PAGE>
EXHIBIT INDEX
Document Page Number
- -------- -----------
4(a) - Acclaim Entertainment, Inc. 1995
Restricted Stock Plan.
4(b) - Certificate of Incorporation
(incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on Form S-1,
Registration No. 33-28274, filed on
April 21, 1989, as amended).
4(c) - Amendment to Certificate of
Incorporation (incorporated by
reference to Exhibit 3.2 to the
Company's Registration Statement on
Form S-1, Registration No. 33-28274,
filed on April 21, 1989, as amended).
4(d) - Amendment to the Certificate of
Incorporation (incorporated by
reference to Exhibit 4(d) to the
1995 S-8).
4(e) - Amended and Restated By-Laws
(incorporated by reference to Exhibit
4(e) to the 1995 S-8).
5 - Opinion of Rosenman & Colin LLP.
23(a) - Consent of Grant Thornton LLP
(included on page II-6).
23(b) - Consent of Rosenman & Colin LLP
(included in Exhibit 5).
24 - Power of Attorney (included on
page II-5)
<PAGE>
Exhibit 4(a)
ACCLAIM ENTERTAINMENT, INC.
1995 RESTRICTED STOCK PLAN
(As Adopted Effective as of November 30, 1995)
1. Purpose. The purpose of the Acclaim Entertainment,
Inc. 1995 Restricted Stock Plan (the "Plan") is to induce certain
employees and independent contractors of Sculptured Software,
Inc. ("Sculptured"), a subsidiary of Acclaim Entertainment, Inc.
(the "Company") to remain in the employ or service of the Company
and its present and future subsidiary corporations
("Subsidiaries"), to encourage ownership of shares in the Company
by such employees and independent contractors and to provide
additional incentive for such employees and independent
contractors to promote the success of Sculptured's and the
Company's business.
2. Effective Date of the Plan. The Plan became effective
on November 30, 1995 by action of the Board of Directors (the
"Board").
3. Stock Subject to Plan. 194,631 of the authorized but
unissued shares of common stock, $0.02 par value (the "Common
Stock"), of the Company are hereby reserved for issuance under
the Plan; provided, however, that the number of shares so
reserved may from time to time be reduced to the extent that a
corresponding number of issued and outstanding shares of Common
Stock are purchased by the Company and set aside for issuance
under the Plan. If any shares of Common Stock issued under the
<PAGE>
Plan are reacquired by the Company as provided in Section 8, such
shares shall no longer be available for the purposes of the Plan
and shall no longer be subject to the reserve.
4. Committee. The Plan shall be administered by a
committee (the "Committee") consisting of at least two (2)
individuals, both (or all) of whom shall be members of the Board.
The Committee shall be appointed annually by the Board, which may
at any time and from time to time remove any member of the
Committee, with or without cause, appoint additional members of
the Committee in substitution for or in addition to members
previously appointed and fill vacancies, however caused, in the
Committee. The Board shall elect one of the Committee's members
as the Chairman of the Committee and the Committee shall hold its
meetings at such times and places as it shall deem advisable. A
majority of its members shall constitute a quorum. All actions
by the Committee shall be taken by a majority of its members
present at a meeting. Any action may be taken by a written
instrument signed by a majority of the members and action so
taken shall be fully effective as if it had been taken by a vote
of a majority of the members at a meeting duly called and held.
5. Administration. The Committee shall allocate the
194,631 shares of Common Stock (the "Restricted Shares") subject
to the Plan to the individuals listed on Exhibit A annexed hereto
in the amounts listed opposite each such individual's name on
said Exhibit A at such time or times as the Committee shall
determine (the date of any such action of the Committee being
<PAGE>
hereinafter called an "Allocation Date"). The purchase price for
the Restricted Shares shall be $0.02 per share. The Committee
shall also have authority to interpret the Plan and to prescribe,
amend and rescind rules and regulations relating to it. Any
determination by the Committee in carrying out, administering or
construing the Plan shall be final and binding for all purposes
and upon all interested persons and their respective heirs,
successors and personal representatives. The Board may appoint a
Secretary for the Committee (who, if no other designation shall
be made, shall be the Secretary of the Company) and the Committee
shall keep the minutes of its meetings and shall make such rules
and regulations for the conduct of its business as it shall deem
advisable.
6. Eligibility. Allocations of Restricted Shares shall be
made to persons who are employees or independent contractors of
Sculptured who are listed on Exhibit A annexed hereto.
7. Registration. The issuance by the Company of the
Restricted Shares shall be registered by the Company under the
Securities Act of 1933 on a Registration Statement on Form S-8 as
promptly as reasonable practicable following the adoption of the
Plan.
8. Restricted Shares. (a) Except as otherwise provided in
paragraph (b) of this Section 8, the Restricted Shares allocated
to a Participant may not be sold, assigned, transferred or
otherwise disposed of, and may not be pledged or hypothecated.
3
<PAGE>
The restrictions set forth in the preceding sentence (the "Stock
Restrictions") shall terminate as follows:
(i) as to twenty percent (20%) of the Restricted
Shares owned by the Participant, on the date of his or her
Restricted Stock Agreement (as such term is defined in
paragraph (c) of this Section 8);
(ii) as to an additional sixteen percent (16%) of the
Restricted Shares owned by the Participant, on December 15,
1996;
(iii) as to an additional sixteen percent (16%) of the
Restricted Shares owned by the Participant, on December 15,
1997;
(iv) as to an additional twenty two percent (22%) of
the Restricted Shares owned by the Participant, on December
15, 1998;
(v) as to an additional thirteen percent (13%) of the
Restricted Shares owned by the Participant, on December 15,
1999;
(vi) as to the remaining thirteen percent (13%) of the
Restricted Shares owned by the Participant, on December 15,
2000.
(b) In addition, if the Participant to whom Restricted
Shares have been allocated as of any Allocation Date leaves the
4
<PAGE>
employ or service of the Company or its Subsidiaries for any or
no reason (other than his or her death or Permanent Disability)
prior to the termination of the restriction or restrictions
provided for in the first sentence of this Section with respect
to all or any of the Restricted Shares allocated to such
Participant as of such Allocation Date, he or she shall be
obligated immediately to redeliver to the Company the Restricted
Shares as to which such restriction shall not have terminated
immediately and the Company shall pay to him or her, as payment
for such shares, an amount equal to the price paid by the
Participant for such Restricted Shares. If a Participant's
employment or service with the Company and its Subsidiaries shall
terminate by reason of his or her death or Permanent Disability
prior to the termination, in whole or in part, of the
restrictions with respect to his or her Restricted Shares, then,
and only in such event, the restrictions which shall not have
theretofore terminated with respect to such Restricted Shares
shall forthwith terminate.
(c) The Participant receiving Restricted Shares shall (i)
agree that such Restricted Shares shall be subject to, and shall
be held by him or her in accordance with all of the applicable
terms and provisions of, the Plan, (ii) agree that the Company
may place on the certificates representing the Restricted Shares
or new or additional or different shares or securities
distributed with respect to the Restricted Shares such legend or
legends as the Company may deem appropriate and that the Company
5
<PAGE>
may place a stop transfer order with respect to such Restricted
Shares with the Transfer Agent(s) for the Common Stock and (iii)
at his or her option, (A) be entitled to make the election
permitted under section 83(b) of the Code to include in gross
income in the taxable year in which the Restricted Shares are
transferred to him or her, the fair market value of such shares
at the time of transfer, notwithstanding that such shares are
subject to a substantial risk of forfeiture within the meaning of
the Code, or (B) may be entitled to elect to include in gross
income the fair market value of the Restricted Shares as of the
date on which such restriction lapses. The foregoing agreement,
representation and warranty shall be contained in an agreement in
writing ("Restricted Stock Agreement") which shall be delivered
by the Participant to the Company. The Committee shall adopt,
from time to time, such rules with respect to the return of
executed Restricted Stock Agreements as it deems appropriate and
failure by the Participant to comply with such rules shall
terminate the allocation of such Restricted Shares to the
Participant.
9. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the Common Stock payable in
shares of Common Stock, the number of shares of Common Stock then
subject to any Restricted Stock Agreement and the number of
shares of Common Stock reserved for issuance in accordance with
the provisions of the Plan but not yet issued shall be adjusted
by adding to each such share the number of shares which would be
6
<PAGE>
distributable thereon if such shares had been outstanding on the
date fixed for determining the stockholders entitled to receive
such stock dividend. In the event that the outstanding shares of
Common Stock shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of
shares, sale of assets, merger or consolidation in which the
Company is the surviving corporation, then, there shall be
substituted for each share of Common Stock then subject to a
Restricted Stock Agreement and for each share of Common Stock
reserved for issuance in accordance with the provisions of the
Plan but not yet issued, the number and kind of shares of stock
or other securities into which each outstanding share of Common
Stock shall be so changed or for which each such share shall be
exchanged. In the event that there shall be any change, other
than as specified in this Section 9, in the number or kind of
outstanding shares of Common Stock, or of any stock or other
securities into which the Common Stock shall have been changed,
or for which it shall have been exchanged, then, if the Committee
shall, in its sole discretion, determine that such change
equitably requires an adjustment in the number or kind of shares
then subject to a Restricted Stock Agreement and the number or
kind of shares reserved for issuance in accordance with the
provisions of the Plan but not yet issued, such adjustment shall
be made by the Committee and shall be effective and binding for
all purposes of the Plan and of each Restricted Stock Agreement
7
<PAGE>
entered into in accordance with the provisions of the Plan. No
adjustment or substitution provided for in this Section 9 shall
require the Company to deliver a fractional share under the Plan
or any Restricted Stock Agreement.
10. Withholding and Waivers. (a) Each Participant shall
make such arrangements with the Company with respect to income
tax withholding as the Company shall determine in its sole
discretion is appropriate to ensure payment of federal, state or
local income taxes due with respect to the issuance and/or
ownership of the shares of Common Stock issued hereunder and the
release of the Stock Restrictions on Restricted Shares issued
hereunder. In the event of the death of a Participant, an
additional condition to the Company's obligation, if any, to
issue shares of Common Stock to the executors or administrators
of such Participant's estate and to release the Stock
Restrictions provided hereunder on any Restricted Shares owned by
such Participant as provided in Section 8 shall be the delivery
to the Company of such tax waivers, letters testamentary and
other documents as the Committee may reasonably determine.
(b) A Participant may, in the discretion of the Committee
and subject to such rules as the Committee may adopt, elect to
satisfy his or her withholding obligation arising as a result of
the release of the Stock Restrictions with respect to any
Restricted Shares, in whole or in part, by electing (an
"Election") to deliver to the Company shares of Common Stock
(other than shares of Common Stock as to which the Stock
8
<PAGE>
Restrictions (under this or any other agreement entered into in
accordance with the Plan) shall not have theretofore terminated)
having a fair market value, determined as of the date that the
amount to be withheld is determined (the "Tax Date"), equal to
the amount required to be so withheld. Such Participant shall
pay the Company in cash for any fractional share that would
otherwise be required to be delivered.
(c) Each Election shall be subject to the following
restrictions:
(i) The Election must be made on or prior to the Tax
Date;
(ii) The Election shall be irrevocable;
(iii) The Election is subject to the approval of the
Committee;
(iv) If the Participant's transactions in shares of
the Common Stock are subject to the provisions of Section
16(b) of the Exchange Act, an Election may not be made
within six months of the date of the execution and delivery
of the Restricted Stock Agreement governing such Restricted
Shares.
(v) If the Participant's transactions in shares of
Common Stock are subject to the provisions of Section 16(b)
of the Exchange Act, the Election must be made (A) six
months or more prior to the Tax Date or (B) during the
9
<PAGE>
period beginning on the third business date following the
date of the release of the Company's quarterly or annual
statement of sales and earnings and ending on the twelfth
business day following such date.
11. Definitions. For the purposes hereof:
A. The term "Code" shall mean the Internal Revenue
Code of 1986, as amended.
B. The term "Exchange Act" shall mean the Securities
Exchange Act of 1934 as in effect at the time with respect
to which such term is used.
C. The term "Permanent Disability", unless otherwise
defined in the Participant's employment agreement, if any,
with Sculptured, shall mean a state of physical or mental
incapacity of a Participant such that, in the opinion of the
Committee, based upon a medical certificate from a physician
or physicians satisfactory to the Committee, the
Participant, by reason of injury, illness or disease, is
unable to fulfill the requirements of his or her position
with the Company and its Subsidiaries and such inability
will be permanent and continuous during the remainder of his
or her life.
12. Expenses of Administration. All costs and expenses
incurred in the operation and administration of the Plan shall be
borne by the Company.
10
<PAGE>
13. No Employment Right. Neither the existence of the Plan
nor the grant of any Restricted Shares hereunder shall require
the Company or any Subsidiary to continue any Participant in the
employ or as an independent contractor of the Company or such
Subsidiary.
14. Amendment of Plan. The Board may, at any time and from
time to time, by a resolution appropriately adopted, make such
modifications of the Plan as it shall deem advisable. No
amendment of the Plan may, without the consent of the
Participants to whom any Restricted Shares shall theretofore have
been allocated, adversely affect the rights or obligations of
such Participants with respect to such Restricted Shares. The
Committee may, in its discretion, cause the restrictions imposed
in accordance with the provisions of Section 8 hereof with
respect to any Restricted Shares to terminate, in whole or in
part, prior to the time when they would otherwise terminate.
15. Expiration and Termination of the Plan. The Plan shall
terminate on November 29, 1996 or at such earlier time as the
Board may determine; provided, however, that such termination
shall not, without the consent of the Participants to whom any
Restricted Shares shall theretofore have been allocated,
adversely affect the rights or obligations of such Participants
with respect to such Restricted Shares.
16. Governing Law. The Plan shall be governed by the laws
of the State of New York.
11
<PAGE>
ACCLAIM ENTERTAINMENT, INC.
1995 RESTRICTED STOCK PLAN
EXHIBIT A
I. Name Number of Shares of
---- Restricted Stock
-------------------
Jonathan Slager 15,000
Kelly Zmak 12,000
Ned Martin 10,850
Dwain Skinner 9,100
Peter Ward 10,100
Tom Carbone 7,350
Christopher Shen 6,850
Arti Haroutunian 6,250
Jeff Peters 9,150
David Ross 8,231
Richard Reagan 4,500
Al Mecklenburg 4,500
Rob Nelson 5,000
Kevin Kralian 4,500
Adam Clayton 6,250
Joe Barnes 3,500
Bruce Gifford 3,500
Scott Pugh 2,250
Lynn Pugh 2,250
Craig Matsura 2,250
L. Hutcherson 9,000
Dan Enfield 2,250
Oren Peli 2,000
Altair Lane 2,250
S. Perras 2,250
Sean Igo 2,250
Shelly Dahl 2,000
Paul Webb 1,750
Dean Ertel 1,500
J. Drabik 1,500
Mark Ganus 1,500
Chris Braymen 1,500
Katherine Hoefelmeier 1,500
M. Yamada 1,500
Jeff Knight 1,000
Cherry Caouette 1,000
Mark Hinrichsen 1,000
David Butters 1,000
Kent Barney 1,000
Mary Scriven 1,000
Melissa Pardike 1,000
Chad Johnson 1,000
Jane Bradley 1,000
Michael Hunter 750
A-1
<PAGE>
Name Number of Shares of
- ---- Restricted Stock
-------------------
Lee Smith 750
Virginia Sargent 750
Rob Dautel 750
Bob Dayley 750
Eric Tolman 750
Neil Melville 750
Judd Houser 750
P. Alphonso 750
Vince Bracken 750
Eric Nikolaisen 1,000
Sunny Strasburg 750
Justin Towns 500
John Coffey 500
Daren Smith 500
Omar Canon 500
R. Stagg 500
Wayne Tyler 600
Mike Lott 1,000
Mike Ulrich 1,000
John Lund 1,000
Clark Sorenson 1,200
Chris Hawkes 400
Kelly Kofoed 500
Mike Peery 400
John Guymon 500
Russ Chancellor 400
Roy Wilkins 750
A-2
<PAGE>
[Letterhead of Rosenman & Colin LLP]
December 12, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by
Acclaim Entertainment, Inc. (the "Company"), a Delaware
corporation, with the Securities and Exchange Commission with
respect to the registration of 194,631 shares of the Company's
common stock, par value $0.02 per share, for issuance under the
Company's 1995 Restricted Stock Plan (the "Plan").
We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon such examination, it is our
opinion that said 194,631 shares have been duly authorized and,
upon issuance in accordance with the terms of the restricted
stock agreements or certificates issued under the Plan, as
appropriate, will be validly issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By Eric M. Lerner
A Partner
EML
