As filed with the Securities and Exchange Commission on
September 30, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SHOWBIZ PIZZA TIME, INC.
(Exact name of registrant as specified in its charter)
Kansas
(State or other jurisdiction
of
incorporation or
organization)
48-0905805
(I.R.S. Employer
Identification No.)
4441 West Airport Freeway
Irving, Texas
(Address of principal
executive offices)
75602
(Zip Code)
SHOWBIZ PIZZA TIME, INC.
1988 NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
Richard M. Frank
Chairman of the Board and Chief Executive Officer
ShowBiz Pizza Time, Inc.
4441 West Airport Freeway
Irving, Texas 75602
(214) 258-8507
(Name, address, and telephone number,
including area code, of agent for service)
with a copy to:
Alan G. Harvey
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
Title of securities to be registered (1) / Common Stock,
$.10 par value
Amount to be registered / 500,000 shares
Proposed maximum offering price per share / $18.0625
Proposed maximum aggregate offering price / $9,031,250.00
Amount of registration fee / $3,115.00
(1) Shares of common stock of ShowBiz Pizza Time, Inc. (the
"Company"), $.10 par value per share (the "Common
Stock"), being registered hereby relate to the ShowBiz
Pizza Time, Inc. 1988 Non-Statutory Stock Option Plan
(the "Plan"). Pursuant to Rule 416 promulgated under
the Securities Act of 1933, as amended (the "Securities
Act"), there are also being registered such additional
shares of Common Stock as may become issuable pursuant
to the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and (h)
promulgated under the Securities Act on the basis of
the average of the high and low sale prices of the
Common Stock on September 27, 1996, as reported on the
Nasdaq Stock Market.
THE 500,000 SHARES OF COMMON STOCK BEING
REGISTERED HEREBY SHALL BE ISSUED UNDER THE PLAN, WHICH WAS
AMENDED AS OF JUNE 8, 1995, TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN.
PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE
COMPANY'S REGISTRATION STATEMENTS ON FORM S-8 AS FILED WITH
SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1989
(REGISTRATION NO. 33-29495), APRIL 3, 1991 (REGISTRATION NO.
33-39650) AND AUGUST 25, 1993 (REGISTRATION NO. 33-67840)
ARE INCORPORATED BY REFERENCE.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Irving, State of Texas, on
September , 1996.
SHOWBIZ PIZZA TIME, INC.
BY:-------------------------------
Michael H. Magusiak, President
POWER OF ATTORNEY
Each person whose signature appears below hereby
authorizes Richard M. Frank or Michael H. Magusiak to file
one or more amendments (including post-effective amendments)
to this registration statement, which amendments may make
such changes in this registration statement as each of them
deems appropriate, and each such person hereby appoints
Richard M. Frank or Michael H. Magusiak as attorney-in-fact
to execute in the name and on behalf of the Company and any
such person, individually and in each capacity stated below,
any such amendments to this registration statement.
Pursuant to the requirements of the Securities Act,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Richard M. Frank Chairman of the Board of Directors,
Chief Executive Officer
and Director (Principal Executive Officer)
September 27, 1996
Michael H. Magusiak
President and Director
September 27, 1996
Larry G. Page
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
September 27, 1996
Anthony J. Gumbiner
Director
September 27, 1996
Brian M. Troup
Director
September 27, 1996
J. Thomas Talbot
Director
September 27, 1996
Charles A. Crocco, Jr.
Director
September 27, 1996
Robert L. Lynch
Director
September 27, 1996
Louis P. Neeb
Director
September 27, 1996
Cynthia I. Pharr
Director
September 27, 1996
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Irving, State of Texas, on
September 27, 1996.
SHOWBIZ PIZZA TIME, INC.
By: /s/ MICHAEL H. MAGUSIAK
Michael H. Magusiak
President
POWER OF ATTORNEY
Each person whose signature appears below hereby
authorizes Richard M. Frank or Michael H. Magusiak to file
one or more amendments (including post-effective amendments)
to this registration statement, which amendments may make
such changes in this registration statement as each of them
deems appropriate, and each such person hereby appoints
Richard M. Frank or Michael H. Magusiak as attorney-in-fact
to execute in the name and on behalf of the Company and any
such person, individually and in each capacity stated below,
any such amendments to this registration statement.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ RICHARD M. FRANK
Richard M. Frank
Chairman of the Board of Directors,
Chief Executive Officer and Director
(Principal Executive Officer)
September 27, 1996
/s/ MICHAEL H. MAGUSIAK
Michael H. Magusiak
President and Director
September 27, 1996
/s/ LARRY G. PAGE
Larry G. Page
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
September 27, 1996
/s/ ANTHONY J. GUMBINER
Anthony J. Gumbiner
Director
September 27, 1996
/s/ BRIAN M. TROUP
Brian M. Troup
Director
September 27, 1996
/s/ J. THOMAS TALBOT
J. Thomas Talbot
Director
September 27, 1996
/s/ CHARLES A. CROCCO, JR.
Charles A. Crocco, Jr.
Director
September 27, 1996
/s/ ROBERT L. LYNCH
Robert L. Lynch
Director
September 27, 1996
/s/ LOUIS P. NEEB
Louis P. Neeb
Director
September 27, 1996
/s/ CYNTHIA I. PHARR
Cynthia I. Pharr
Director
September 27, 1996
EXHIBIT INDEX
Exhibit No. Description Page
---------- ------------ -----
5 Opinion of Baker & McKenzie
23.2 Consent of Deloitte & Touche LLP
EXHIBIT 5
September 27, 1996
ShowBiz Pizza Time, Inc.
4441 West Airport Freeway
Irving, Texas 75602
Gentlemen:
ShowBiz Pizza Time, Inc., a Kansas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") a registration statement (the
"Registration Statement") on Form S-8 under the Securities
Act of 1933, as amended (the "Act"). The Registration
Statement covers 500,000 shares of common stock, $.01 par
value per share ("Common Stock"), of the Company, and such
additional shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of the Plan (such
shares collectively referred to as the "Securities"). Such
Securities are to be issued pursuant to the Company's 1988
Non-Statutory Stock Option Plan (the "Plan").
We have acted as counsel to the Company in connection with
the preparation and filing of the Registration Statement.
In rendering this opinion we have examined such corporate
records, documents and instruments of the Company and such
certificates of public officials, have received such
representations from officers of the Company, and have
reviewed such questions of law as in our judgment are
necessary, relevant or appropriate to enable us to render
the opinion expressed below. In such examination, we have
assumed the genuineness of all signatures, the authenticity
of all corporate records, documents and instruments
submitted to us as originals, the conformity to original
documents of all documents submitted to us as conformed,
certified or photostatic copies thereof, and the
authenticity of the originals of such photostatic, certified
or conformed copies.
Based upon such examination and review and upon
representations made to us by officers of the Company, we
are of the opinion that upon issuance and delivery of the
Securities in accordance with the terms and conditions of
the Plan, and upon receipt by the Company of the full
consideration for the Securities as determined pursuant to
the Plan, the Common Stock will be legally issued, fully
paid and nonassessable shares of Common Stock.
This firm consents to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Respectfully submitted,
/s/ BAKER & MCKENZIE
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS CONSENT
Board of Directors and Shareholders
ShowBiz Pizza Time, Inc.
Irving, TX
We consent to the incorporation by reference in the Registration Statemement
on Form S-8, ShowBiz Pizza Time, Inc. Non-Employee Directors Stock Option
Plan, of ShowBiz Pizza Time, Inc. of our report dated February 23, 1996,
appearing in the Annual Report on Form 10-K of ShowBiz Pizza Time Inc for
the year dated December 29, 1995.
Deloitte & Touche LLP
Dallas, Texas
September 30, 1996
