<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1995
REGISTRATION NO. 33-58883
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
ON FORM S-3 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ACCLAIM ENTERTAINMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 38-2698904
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE ACCLAIM PLAZA
GLEN COVE, NEW YORK 11542-2708
(516) 656-5000
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
Copy to:
<TABLE>
<S> <C>
GREGORY E. FISCHBACH ERIC M. LERNER, ESQ.
CHIEF EXECUTIVE OFFICER ROSENMAN & COLIN
ACCLAIM ENTERTAINMENT, INC. 575 MADISON AVENUE
ONE ACCLAIM PLAZA NEW YORK, NEW YORK 10022
GLEN COVE, NEW YORK 11542-2708 (212) 940-7157
(516) 656-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF
AGENT FOR SERVICE)
</TABLE>
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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.
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<PAGE>
PROSPECTUS UP TO 1,313,815 SHARES
ACCLAIM ENTERTAINMENT, INC.
COMMON STOCK
------------------------
On August 31, 1995, Acclaim Entertainment, Inc. ('Acclaim', and together
with its subsidiaries, the 'Company') consummated an Agreement and Plan of
Merger (the 'Merger Agreement'), dated as of March 22, 1995, as amended as of
June 15, 1995 and as of July 24, 1995, with Lazer-Tron Corporation
('Lazer-Tron'), pursuant to which Acclaim acquired Lazer-Tron through the merger
(the 'Merger') of Acclaim Arcade Holdings, Inc. (the 'Subsidiary'), a
wholly-owned Delaware subsidiary of Acclaim, with and into Lazer-Tron. In
exchange for all of the issued and outstanding shares of common stock, no par
value per share (the 'Lazer-Tron Common Stock'), of Lazer-Tron, the shareholders
of Lazer-Tron (the 'Lazer-Tron Shareholders') received an aggregate of 1,123,144
shares of common stock, par value $0.02 per share (the 'Acclaim Common Stock'),
of Acclaim. As a result of the Merger, all outstanding options ('Lazer-Tron
Stock Options') and warrants (the 'Lazer-Tron Warrants') of Lazer-Tron are
exercisable for up to an aggregate of 321,700 shares of Acclaim Common Stock.
This Prospectus covers the issuance by Acclaim to the Lazer-Tron
Shareholders, certain holders of non-qualified Lazer-Tron Stock Options and
holders of Lazer-Tron Warrants, of up to an aggregate of 193,800 shares of
Acclaim Common Stock upon exercise of such Lazer-Tron Stock Options and
Lazer-Tron Warrants. All other holders of Lazer-Tron Stock Options granted,
pursuant to the Lazer-Tron 1989 Stock Option Plan, will receive, upon exercise
thereof, shares of Acclaim Common Stock issuable pursuant to the Acclaim 1988
Stock Option Plan, which shares have previously been registered under the
Securities Act of 1933, as amended (the 'Securities Act'), on Form S-8. Acclaim
will receive proceeds upon exercise of the Lazer-Tron Stock Options and
Lazer-Tron Warrants, but will not receive any proceeds from the resale by the
Lazer-Tron Shareholders or holders of Lazer-Tron Stock Options or Lazer-Tron
Warrants of any securities received pursuant to this Prospectus.
In connection with the Merger, upon surrender of their Lazer-Tron share
certificates, Lazer-Tron Shareholders received .314 shares of Acclaim Common
Stock for each share of Lazer-Tron Common Stock held as of August 31, 1995.
Under the Merger Agreement, the fraction of a share of common stock of Acclaim
received by Lazer-Tron Shareholders was determined by dividing $8.00 by the
average closing stock price of Acclaim Common Stock as quoted on Nasdaq over a
twenty business-day trading period commencing on August 2, 1995 and ending on
August 29, 1995. The average closing price of the Acclaim Common Stock over such
period was $25.53.
Lazer-Tron's Common Stock has been delisted and deregistered and is no
longer traded on The Nasdaq Stock Market. A letter of transmittal has been sent
to all Lazer-Tron Shareholders of record instructing them as to the exchange
procedures for submission of their Lazer-Tron stock certificates for Acclaim
stock certificates.
Holders of Lazer-Tron Stock Options and Lazer-Tron Warrants have been
notified that they do not have to exchange such Lazer-Tron Stock Options and
Lazer-Tron Warrants, since such securities have been automatically converted
into the right to receive, upon exercise of such Lazer-Tron Stock Options and
Lazer-Tron Warrants, .314 shares of Acclaim Common Stock for each share of
Lazer-Tron Common Stock for which such Lazer-Tron Stock Options and Lazer-Tron
Warrants are exercisable (and, in addition, with respect to each sales agent
warrant ('Sales Agent Warrant') issued in connection with Lazer-Tron's 1993
private placement of units, an Acclaim Common Stock Purchase Warrant to purchase
the number of shares of Acclaim Common Stock which the warrant otherwise
issuable under the Sales Agent Warrant could be exercisable into after giving
effect to the exchange of .314 shares of Acclaim Common Stock for each share of
Lazer-Tron Common Stock pursuant to the Merger).
The exercise price for each share of Acclaim Common Stock issuable upon
exercise of a Lazer-Tron Stock Option or Lazer-Tron Warrant will, as a
consequence of the Merger, be equal to (x) the aggregate exercise price for
Lazer-Tron Common Stock purchasable pursuant to such Lazer-Tron Stock Option or
Lazer-Tron Warrant (or, with respect to Sales Agent Warrants, the aggregate
exercise price to acquire the Lazer-Tron Common Stock and warrants issuable
thereunder) divided by (y) the number of shares of Acclaim Common Stock deemed
directly purchasable pursuant to such Lazer-Tron Stock Option or Lazer-Tron
Warrant (excluding, with respect to Sales Agent Warrants, the shares of Acclaim
Common Stock which may be purchased upon exercise of the Acclaim Common Stock
Purchase Warrants issuable under such Sales Agent Warrants) as a result of the
Merger.
In order to exercise a Lazer-Tron Stock Option or Lazer-Tron Warrant, the
holder thereof must surrender to Acclaim the documentation which such Lazer-Tron
Stock Option or Lazer-Tron Warrant requires to be surrendered at Acclaim's
offices located at One Acclaim Plaza, Glen Cove, New York 11542.
The Acclaim Common Stock is traded on The Nasdaq National Market under the
symbol 'AKLM'. On December 18, 1995, the last reported sale price of the Acclaim
Common Stock was $10.88 per share.
------------------------
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 DECEMBER 20, 1995.
<PAGE>
EXPLANATORY NOTE
This Prospectus also deregisters 1,383,188 shares of the 2,697,003 shares
of Acclaim Common Stock heretofore registered by Acclaim on a registration
statement on Form S-4 relating to the Merger and reflects the final
determination of (i) the fraction of a share of Acclaim Common Stock to be
received (.314) for each share of Lazer-Tron Common Stock exchanged and (ii) the
total number of shares of Acclaim Common Stock to be issued to Lazer-Tron
Shareholders and to holders of Lazer-Tron Stock Options and Lazer-Tron Warrants
upon the exercise of such Lazer-Tron Stock Options and Lazer-Tron Warrants.
AVAILABLE INFORMATION
Acclaim is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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.
ADDITIONAL INFORMATION
Acclaim has filed with the Commission a post-effective amendment on Form
S-3 to its registration statement on Form S-4 (herein, together with all
amendments and exhibits, referred to as the 'Registration Statement') under 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. 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 Acclaim, 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, or portions thereof, filed by Acclaim with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended August 31,
1995, filed on December 8, 1995 (File No. 0-16986); and
(b) The information in respect of Acclaim 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 Acclaim.
All documents subsequently filed by Acclaim 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 hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part of this Prospectus
from the respective dates of 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
2
<PAGE>
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.
ACCLAIM 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). 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.
------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY ACCLAIM. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES TO WHICH THIS PROSPECTUS
RELATES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY INFERENCE THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF ACCLAIM SINCE THE DATE OF THIS PROSPECTUS.
3
<PAGE>
INFORMATION CONCERNING ACCLAIM
GENERAL
The Company is a mass market entertainment company whose principal business
to date has been as a leading publisher of interactive entertainment software
('Software') for use with interactive entertainment hardware platforms. The
Company also engages in (i) the development and publication of comic books,
which commenced in July 1994 through the acquisition of Acclaim Comics, Inc.,
formerly Voyager Communications, Inc., (ii) the distribution of Software for
affiliated labels, which commenced in the first quarter of fiscal 1995, (iii)
the marketing of its motion capture technology and studio services, which
commenced in the first quarter of fiscal 1995 and (iv) the distribution of
coin-operated, location-based ticket redemption games, which commenced in August
1995 upon the consummation of the Merger. The Company plans to engage in the
distribution of coin-operated video arcade games, commencing in the spring of
1996, and the electronic distribution of interactive entertainment software
through the partnership established in October 1994 between a subsidiary of
Acclaim and a subsidiary of Tele-Communications, Inc., commencing not earlier
than fiscal 1997.
RECENT EVENTS
By complaints dated December 4, 1995, December 5, 1995 and December 11,
1995, the Company was named as a defendant in various actions entitled (i)
Mohammed Ali Kahn v. Gregory E. Fischbach, James Scoroposki, Robert Holmes and
Acclaim Entertainment, Inc. (CV 95 4983), (ii) Richard J. Wenski, individually
and on behalf of all other persons similarly situated, v. Acclaim Entertainment,
Inc., Gregory E. Fischbach, Robert Holmes and Anthony Williams (CV 95 4996),
(iii) Yosef Stern v. Acclaim Entertainment, Inc.; Gregory E. Fischbach; James
Scoroposki; Robert Holmes and Anthony Williams (CV 95 4990), (iv) Marc Jaffe, on
behalf of himself and all others similarly situated, v. Acclaim Entertainment,
Inc., Gregory E. Fischbach, James Scoroposki, Robert Holmes, and Anthony
Williams (CV 95 4989), (v) Robert Bloom v. Acclaim Entertainment, Inc. and
Robert Holmes (CV 95 4993), (vi) James Bencivenga, on behalf of himself and all
others similarly situated, v. Gregory E. Fischbach, James Scoroposki, Robert
Holmes, Anthony Williams and Acclaim Entertainment, Inc. (CV 95 4985), (vii)
Henry Vredsveld, on behalf of himself and all others similarly situated, v.
Anthony Williams and Acclaim Entertainment, Inc. (CV 95 4979), (viii) Michael
Leitzes, individually and on behalf of all others similarly situated, v. Acclaim
Entertainment, Inc., Robert Holmes and Gregory Fischbach (CV 95 5004), (ix) Alan
Yakuboff, on behalf of himself and all others similarly situated, v. Acclaim
Entertainment, Inc., Gregory E. Fischbach, James Scoroposki and Anthony Williams
(CV 95 5017), (x) Robert K. Williams III, on behalf of all others similarly
situated, v. Acclaim Entertainment, Inc., Gregory E. Fischbach, James
Scoroposki, Robert Holmes and Anthony Williams (CV 95 5107), (xi) Perkins
Partnership Limited v. Acclaim Entertainment, Inc., Gregory E. Fischbach, Robert
Holmes and Anthony Williams (CV 95 4998), (xii) Robert Bernard v. Acclaim
Entertainment, Inc., Gregory E. Fischbach, Robert Holmes, and Anthony Williams
(CV 95 5022), (xiii) Anne B. Caveliere and Sharon L. Robbins, on behalf of
themselves and all others similarly situated v. Acclaim Entertainment, Inc.,
Gregory Fischbach and James Scoroposki (CV 95 5023), (xiv) Joan J. Gordon, on
behalf of herself and all other persons similarly situated, v. Acclaim
Entertainment, Inc., Gregory E. Fischbach, James Scoroposki, Robert Holmes, and
Anthony Williams (CV 95 5047) and (xv) George H. Gray, individually and on
behalf of all others similarly situated v. Acclaim Entertainment, Inc., Robert
Holmes and Anthony Williams (CV 95 5039), all in the United States District
Court in the Eastern District of New York. The individual named defendants are
directors and/or executive officers of the Company. The plaintiffs, on behalf of
a class of the Company's stockholders, claim unspecified damages arising from
the Company's December 4, 1995 announcement that it is revising results for the
fiscal year ended August 31, 1995 to reflect a decision to defer $18 million of
revenues and $10.5 million of net income previously reported on October 17, 1995
for the fiscal year ended August 31, 1995. By a complaint dated December 8,
1995, the Company was named as a defendant in an action entitled Adrienne
Campbell, individually and on behalf of all others similarly situated v. Acclaim
Entertainment, Inc.; Anthony R. Williams; James Scoroposki; and Robert Holmes
(CV 95 4395), which action was filed in the United States District Court in the
Northern District of California. Such action was filed on behalf of a class of
former Lazer-Tron Shareholders, and it alleges, among other things, that the
Company induced the Lazer-Tron Shareholders to approve the Merger Agreement by
artificially inflating the price of Acclaim Common Stock in order to reduce the
consideration to be received by Lazer-Tron Shareholders under the Merger
Agreement. Additional claims may be brought arising from the above-described
facts and circumstances. The Company intends to defend all of the actions
described herein vigorously.
4
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On August 31, 1995, the Company consummated the Merger Agreement with
Lazer-Tron, pursuant to which Acclaim acquired Lazer-Tron through the Merger of
the Subsidiary with and into Lazer-Tron. In exchange for all of the issued and
outstanding shares of Lazer-Tron Common Stock, the Lazer-Tron Shareholders
received an aggregate of 1,123,144 shares of Acclaim Common Stock. As a result
of the Merger, all Lazer-Tron Stock Options and Lazer-Tron Warrants are
exercisable for up to an aggregate of 321,700 shares of Acclaim Common Stock.
Upon consummation of the Merger, Acclaim issued to the Lazer-Tron
Shareholders, and will issue to certain holders of non-qualified Lazer-Tron
Stock Options and holders of Lazer-Tron Warrants, upon the exercise thereof, up
to an aggregate of 193,800 shares of Acclaim Common Stock upon exercise of such
Lazer-Tron Stock Options and Lazer-Tron Warrants. All other holders of
Lazer-Tron Stock Options granted, pursuant to the Lazer-Tron 1989 Stock Option
Plan, will receive, upon exercise thereof, shares of Acclaim Common Stock
issuable pursuant to the Acclaim 1988 Stock Option Plan, which shares have
previously been registered under the Securities Act, on Form S-8.
In connection with the Merger, upon surrender of their Lazer-Tron share
certificates, Lazer-Tron Shareholders received .314 shares of Acclaim Common
Stock for each share of Lazer-Tron Common Stock held as of August 31, 1995.
Under the Merger Agreement, the fraction of a share of common stock of Acclaim
to be received by Lazer-Tron Shareholders was determined by dividing $8.00 by
the average closing stock price of Acclaim Common Stock as quoted on Nasdaq over
a twenty business-day trading period commencing on August 2, 1995 and ending on
August 29, 1995. The average closing price of the Acclaim Common Stock over such
period was $25.53.
Lazer-Tron's Common Stock has been delisted and deregistered and is no
longer traded on The Nasdaq Stock Market. A letter of transmittal has been sent
to all Lazer-Tron Shareholders of record instructing them as to the exchange
procedures for submission of their Lazer-Tron stock certificates for Acclaim
stock certificates.
Holders of Lazer-Tron Stock Options and Lazer-Tron Warrants have been
notified that they do not have to exchange their Lazer-Tron Stock Options and
Lazer-Tron Warrants, since such securities have automatically been converted
into the right to receive, upon exercise of such Lazer-Tron Stock Options and
Lazer-Tron Warrants, .314 shares of Acclaim Common Stock for each share of
Lazer-Tron Common Stock for which such Lazer-Tron Stock Options and Lazer-Tron
Warrants are exercisable (and, in addition, with respect to each Sales Agent
Warrant issued in connection with Lazer-Tron's 1993 private placement of units,
an Acclaim Common Stock Purchase Warrant to purchase the number of shares of
Acclaim Common Stock which the warrant otherwise issuable under the Sales Agent
Warrant could be exercisable into after giving effect to the exchange of .314
shares of Acclaim Common Stock for each share of Lazer-Tron Common Stock
pursuant to the Merger).
The exercise price for each share of Acclaim Common Stock issuable upon
exercise of a Lazer-Tron Stock Option or Lazer-Tron Warrant will, as a
consequence of the Merger, be equal to (x) the aggregate exercise price for
Lazer-Tron Common Stock purchasable pursuant to such Lazer-Tron Stock Option or
Lazer-Tron Warrant (or, with respect to Sales Agent Warrants, the aggregate
exercise price to acquire the Lazer-Tron Common Stock and warrants issuable
thereunder) divided by (y) the number of shares of Acclaim Common Stock deemed
directly purchasable pursuant to such Lazer-Tron Stock Option or Lazer-Tron
Warrant (excluding, with respect to Sales Agent Warrants, the shares of Acclaim
Common Stock which may be purchased upon exercise of the Acclaim Common Stock
Purchase Warrants issuable under such Sales Agent Warrants) as a result of the
Merger.
In order to exercise a Lazer-Tron Stock Option or Lazer-Tron Warrant, the
holder thereof must surrender to Acclaim the documentation which such Lazer-Tron
Stock Option or Lazer-Tron Warrant requires to be surrendered at Acclaim's
offices located at One Acclaim Plaza, Glen Cove, New York 11542.
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<PAGE>
USE OF PROCEEDS
The net proceeds received by Acclaim upon exercise of the Lazer-Tron Stock
Options and Lazer-Tron Warrants will be used to increase working capital.
Acclaim will not receive any proceeds from the resale by the Lazer-Tron
Shareholders or holders of Lazer-Tron Stock Options or Lazer-Tron Warrants of
any securities received pursuant to this Prospectus.
LEGAL OPINIONS
The validity of the securities offered hereby has been passed upon for the
Company by Rosenman & Colin LLP, New York, New York.
EXPERTS
The financial statements and schedules of Acclaim for the years ended
August 31, 1995, 1994 and 1993 incorporated in this Prospectus by reference to
the Form 10-K have been so incorporated in reliance on the report (which report
expresses an unqualified opinion and includes an explantory paragraph referring
to litigation described in Note 19 to the consolidated financial statements) of
Grant Thornton LLP, independent certified public accountants, given on the
authority of such firm as experts in accounting and auditing.
6
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of issuance and distribution of Acclaim Common Stock upon the
exercise of Lazer-Tron Stock Options and Lazer-Tron Warrants are to be paid by
Acclaim. The following itemized list is an estimate of the expenses:
Legal fees and expenses............. $ 8,000.00
Accounting fees..................... 1,000.00
Transfer Agent fees................. 1,000.00
Printing fees....................... 20,000.00
Miscellaneous....................... 200.00
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Total.......................... $30,200.00
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
attorney's 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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as a part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------
4 -- Specimen form of Acclaim Entertainment, Inc. Common Stock
Certificate*
5 -- Opinion of Rosenman & Colin LLP*
23(a) -- Consent of Grant Thornton LLP
23(b) -- Consent of Rosenman & Colin LLP (included in Exhibit 5)*
24 -- Power of Attorney (included on page II-3 to the Registration
Statement filed on April 27, 1995)*
- ------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(2) 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.
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(3) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(4) 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 Act, and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and authorized this Post-Effective
Amendment No. 3 on Form S-3 to the Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Nassau and State of New York on December 13, 1995.
ACCLAIM ENTERTAINMENT, INC.
By GREGORY E. FISCHBACH
----------------------------------
Gregory E. Fischbach
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 3 on Form S-3 to the Registration Statement on
Form S-4 has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- ------------------------ ------------------------------ -----------------
[S] [C] [C]
GREGORY E. FISCHBACH Co-Chairman; Chief Executive December 13, 1995
---------------------- Officer; Director
Gregory E. Fischbach
JAMES SCOROPOSKI Co-Chairman; Senior Executive December 13, 1995
---------------------- Vice President; Treasurer;
James Scoroposki Secretary; Director
ROBERT HOLMES President; Chief Operating December 13, 1995
---------------------- Officer; General Manager;
Robert Holmes Director
BERNARD J. FISCHBACH Director December 13, 1995
----------------------
Bernard J. Fischbach
MICHAEL TANNEN Director December 13, 1995
----------------------
Michael Tannen
ROBERT H. GROMAN Director December 13, 1995
----------------------
Robert H. Groman
JAMES SCIBELLI Director December 13, 1995
----------------------
James Scibelli
BRUCE RAVENEL Director December 13, 1995
----------------------
Bruce Ravenel
ANTHONY R. WILLIAMS Executive Vice President; December 13, 1995
---------------------- Chief Financial and
Anthony R. Williams Accounting Officer
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------
4 -- Specimen form of Acclaim Entertainment, Inc. Common Stock
Certificate.*
5 -- Opinion of Rosenman & Colin LLP.*
23(a) -- Consent of Grant Thornton LLP.
23(b) -- Consent of Rosenman & Colin LLP (included in Exhibit 5).*
24 -- Power of Attorney (included on page II-3 to the Registration
Statement filed on April 27, 1995).*
- ------------------
* Previously filed.
<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 Post-Effective Amendment No. 3 on Form S-3 to the Registration
Statement on Form S-4 (the "Registration Statement"). 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
December 13, 1995
