<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1998
Registration No. 333-________
================================================================================
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
(Address of principal executive offices)
-------------------
Acclaim Entertainment, Inc.
1998 Stock Incentive Plan
(Full title of the plan)
-------------------
Gregory E. Fischbach Copy to:
Chief Executive Officer Jayshree Parthasarathy, Esq.
One Acclaim Plaza Rosenman & Colin LLP
Glen Cove, New York 11542 575 Madison Avenue
(516) 656-5000 New York, New York 10022
(Name, address and telephone (212) 940-8800
number of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of securities to Proposed maximum Proposed maximum aggregate Amount of
be registered Amount to be offering price per offering price* registration fee
registered share*
=================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $0.02
per share...... 5,442,143 $8.875 $48,301,415 $13,428
=================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c) and (h), upon the basis of the average of
the high and low prices of the Common Stock as quoted on The NASDAQ Stock
Market's National Market System on December 4, 1998.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF 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 are incorporated by reference in
this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
August 31, 1998, filed on November 6, 1998 (File No. 0-16986); and
(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 Registration Statement on Form 8-A
filed on June 8, 1988, as amended by the Current Report on Form
8-K, dated August 24, 1989, relating to the one-for-two stock split
effected by the Company (File No. 0-16986).
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 (the "GCL") of the
State of Delaware, the law of the state in which the Company is
incorporated.
Section 145 of the GCL 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 Company has in effect directors' and officers' liability
insurance.
<PAGE>
ITEM 8. EXHIBITS
Exhibit No.
Description
4(a) - Acclaim Entertainment, Inc. 1998 Stock Incentive Plan
(incorporated by reference to the Company's 1998 Proxy
Statement filed on August 31, 1998 (File No. 0-16986)).
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 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).
4(e) - Amended and Restated By-Laws of the Company (incorporated
by reference to Exhibit 4(e) to the Company's Registration
Statement on Form S-8, Registration No. 33-59483, filed on
May 19, 1995).
4(f) - Specimen of common stock certificate of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended August 31,
1991, filed on November 8, 1989, as amended (File No.
0-16986)).
*5 - Opinion of Rosenman & Colin LLP.
*23(a) - Consent of KPMG Peat Marwick LLP.
*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
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.
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 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.
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
<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 9th day of December, 1998.
ACCLAIM ENTERTAINMENT, INC.
By /s/
-------------------------------------------
Gregory E. Fischbach
Co-Chairman of the Board;
Chief Executive Officer and
President
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
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ December 9, 1998
- ----------------------
Gregory E. Fischbach Co-Chairman of the Board; Chief
Executive Officer; President; and
Director
/s/ December 9, 1998
- ----------------------
James Scoroposki Co-Chairman of the Board; Senior
Executive Vice President; Treasurer;
Secretary; Acting Chief Financial and
Accounting Officer; and Director
/s/ December 9, 1998
- ----------------------
Kenneth L. Coleman Director
/s/ December 9, 1998
- ----------------------
Bernard J. Fischbach Director
/s/ December 9, 1998
- ----------------------
Robert H. Groman Director
/s/ December 9, 1998
- ----------------------
James Scibelli Director
/s/ December 9, 1998
- ----------------------
Michael Tannen Director
</TABLE>
II-5
<PAGE>
ROSENMAN & COLIN LLP
575 Madison Avenue
New York, New York 10022-2585
December 9, 1998
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
5,442,143 shares of the Company's common stock, par value $0.02 per share,
for issuance under the Company's 1998 Stock Incentive 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
5,442,143 shares have been duly authorized and, upon issuance in accordance
with the terms of the Plan and stock option agreements or certificates
issued thereunder, 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 /s/
-----------------------
A Partner
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Acclaim Entertainment, Inc.:
We consent to the use in this Registration Statement on Form S-8 of Acclaim
Entertainment, Inc. of our report dated October 22, 1998.
KPMG PEAT MARWICK LLP
New York, New York
December 8, 1998
