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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 5, 1995
______________________
SHOWBIZ PIZZA TIME, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Kansas _______ _______
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
4441 West Airport Freeway 75062
Irving, Texas (zip code)
(Address of Principal Executive Offices)
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Registrant's telephone number, including area code: (214) 258-8507
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ITEM 5. OTHER EVENTS
On May 5, 1995, the Registrant announced that its Board of Directors
adopted amendments to the Registrant's Bylaws requiring that advance notice be
given to the Registrant in the event a stockholder desires to nominate a person
for election to the Board of Directors or to transact any other business at an
annual meeting of stockholders. For the first annual meeting following the
adoption of the new Bylaws, notice of any such nomination or business must be
delivered to or received at the principal executive offices of the Registrant
not later than the close of business on May 15, 1995. The foregoing summary of
the terms of the new Bylaws does not purport to be complete and is subject to
and qualified in its entirety by, reference to the complete text of the new
Bylaws attached hereto as Exhibit A.
The Registrant also announced that its Board of Directors determined
to notify the recordholders of more than 4.75% of the Registrant's common stock
that the Registrant intends to enforce, prospectively, the existing provisions
in its Restated Articles of Incorporation generally restricting the transfer of
any shares of the Registrant's common stock to a holder of more than 4.75% of
the value of the outstanding capital stock or the transfer of shares of common
stock which would result in the intended transferee owning in excess of 4.75%
of the value of the outstanding capital stock. This restriction may be waived
if it can be demonstrated to the satisfaction of the Board that any such
proposed transaction would not increase the tax risk to the Registrant under
Section 382 of the Internal Revenue Code. A copy of the form of such
notification letter is attached hereto as Exhibit B.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHOWBIZ PIZZA TIME, INC.
/s/ RICHARD M. FRANK
------------------------------------
Richard M. Frank
Chairman and Chief Executive Officer
DATE: May 5, 1995
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Exhibit A
Amendment to the Bylaws
of
ShowBiz Pizza Time, Inc.
Adopted on May 5, 1995
12A. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the corporation. Subject to the rights of any class
or series of capital stock having a preference over the common stock as to
dividends or upon liquidation to elect directors under specified circumstances,
nominations of persons for election to the Board of Directors may be made at
any annual meeting of stockholders (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any stockholder
of the corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 12A and on the record date for the
determination of stockholders entitled to vote as such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 12A.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the corporation. To
be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the corporation (i)
with respect to the corporation's first annual meeting of stockholders
following the adoption of this bylaw, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth (10th)
day following the day on which public disclosure of the adoption of this
Section 12A is first made and (ii) thereafter, not less than 60 days nor more
than 90 days prior to the date of the applicable annual meeting of
stockholders, provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such
notice of the date of the applicable annual meeting was mailed or such public
disclosure of the date of such annual meeting was made, whichever first occurs.
For purposes of this Section 12A, the date of a public disclosure shall
include, but not be limited to, the date on which such disclosure is made in a
press release reported by the Dow Jones News Services, the Associated Press or
any comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) (or the rules and regulations thereunder) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of capital stock of
the corporation that are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and (b) as to the stockholder giving the notice
(i) the name
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and record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the corporation that are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholders, (iv) a representation that such
stockholder intends to appear in person or by proxy at the meeting to nominate
the persons named in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and
to serve as a director if elected.
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
this Section 12A. If the Chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.
12B. Business at Annual Meeting. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 12B and on the record
date for the determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this
Section 12B.
In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation. To be timely, a stockholder's notice to be
Secretary must be delivered to or mailed and received at the principal
executive offices of the corporation (i) with respect to the corporation's
first annual meeting of stockholders following the adoption of this bylaw,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which public
disclosure of the adoption of this Section 12B is first made and (ii)
thereafter, not less than 60 days nor more than 90 days prior to the date of
the applicable annual meeting of stockholders, provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the date of
the meeting be given or made, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the applicable annual meeting was
mailed or such public disclosure of the date of such annual meeting was made,
whichever first occurs. For purposes of this Section 12B, the date of a public
disclosure shall include, but not be limited to, the date on which such
disclosure is made in a press release reported by the Dow Jones News Services,
the Associated Press or any comparable news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of the
Exchange Act.
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To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
corporation that are owned beneficially or of record by such stockholder, (iv)
a description of all arrangements or understandings between such stockholder
and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 12B; provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 12B shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.
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Exhibit B
[ShowBiz Letterhead]
May ___, 1995
[Addressee]
Dear ______________:
This letter is to inform you that the Restated Articles of
Incorporation (the "Articles") of ShowBiz Pizza Time, Inc. (the "Company")
contain certain restrictions on the transfer of the Company's common stock. In
particular Section 4.13.1 of the Articles provides, in pertinent part, that
prior to December 31, 2002, any attempted or purported transfer or registration
of transfer of any shares of the Company's common stock to any person or group
that directly or indirectly owns more than 4.75% of the value of the
outstanding capital stock of the Company prior to the transfer shall be void ab
initio and any transfer which would result in any person or group owning in
excess of 4.75% of the value of the outstanding capital stock of the Company as
a result of and immediately after the transfer shall be void ab initio as to
the number of shares representing such excess over 4.75%, unless in either case
the transfer is approved in writing by the Company's Board of Directors (the
"Board"). In the event of a transfer in violation of this provision, Sections
4.13.2 and 4.13.3 of the Articles provide, respectively, that the Company (i)
shall be deemed to be the agent of the transferor for the sole purpose of
selling the shares of common stock subject to such restrictions to an eligible
transferee and (ii) shall have the right, for a period of 90 days after receipt
of knowledge of such transfer, to acquire such shares at the price paid by the
intended transferee. The right to vote and receive dividends with respect to
such shares remains with the transferor.
The purpose of such transfer restrictions is to prevent a possible
ownership change of the Company (as defined in the Internal Revenue Code of
1986), the result of which would be an annual limitation on the use of the
Company's net operating loss carryforwards. The Board believes the limitation
on the use of such NOLs would have a material adverse effect on the value of
the Company's outstanding shares of common stock.
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[Addressee]
May ___, 1995
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The undersigned has been authorized by the Board to inform you that
the Board will waive such transfer restriction with respect to past
acquisitions of the shares of the Company's common stock. The Company will,
however, enforce the restriction on transfer for all future acquisitions by any
5% or greater stockholder of the Company, unless it can be demonstrated to the
satisfaction of the Board that such transaction would not increase the risk to
the Company of a possible ownership change under Section 382 of the Internal
Revenue Code. Accordingly, you are encouraged to consult with counsel to the
Company before entering into any transaction which may result in a violation of
this provision.
Sincerely,
Richard M. Frank
Chairman and Chief Executive Officer
