As filed with the Securities and Exchange Commission on June 25,
1998.
File No.------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------------
SHOWBIZ PIZZA TIME, INC.
(Name to be changed to CEC Entertainment, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
Kansas 48-0905805
(State of Incorporation (I.R.S. Employer Identification no.)
or Organization)
4441 West Airport Freeway, 75062
Irving, Texas (Zip Code)
(Address of Principal Executive
Offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following
box. X
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following
box. -
Securities Act registration statement file number to which this
form relates: -----------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each class is to be registered
- ------------------------ ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of Class)
Item 1. Description of Registrant's Securities
to be Registered.
On November 19, 1997, the Board of Directors of ShowBiz Pizza
Time, Inc. (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of
common stock, par value $0.10 per share (the "Common Shares"), of
the Company. The dividend is payable on November 25, 1997 (or such
earlier date as may be determined by the Board of Directors of the
Company) to all holders of record of Common Shares as of the close
of business on November 19, 1997 (or such earlier date as may be
determined by the Board of Directors of the Company) (the "Record
Date"). Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series B Junior
Participating Preferred Stock, par value $100.00 per share (the
"Preferred Shares"), of the Company at a price of $100.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the
Company and Boston EquiServe, L.P., as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding Common Shares or (ii) 10 business
days (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any person
or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
15% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be
evidenced by the certificates representing Common Shares with a
copy of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Common Share certificates issued after the Record
Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date, even without such
notation or a copy of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business
on the Distribution Date and thereafter, such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on November 25, 2007 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each
case, as described below.
At any time following the Distribution Date, Rights (other
than Rights owned by an Acquiring Person and the Acquiring Person's
affiliates and associates, which will have become void) may be
exercised (subject to their earlier termination, expiration or
exchange) to acquire, in lieu of Preferred Shares, at the then
current Purchase Price of the Right, that number of Common Shares
(or if there are insufficient Common Shares, Preferred Shares or
fractions thereof) which at such time will have a market value of
two times the Purchase Price of the Right.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price,
or securities convertible into Preferred Shares with a conversion
price, less than the then-current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings
or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split
of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of One Dollar and
No/100 ($1.00) per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will
be entitled to a minimum preferential liquidation payment of $100
per share but will be entitled to an aggregate payment of 100 times
the payment made per Common Share. Each Preferred Share will have
100 votes, voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled
to receive 100 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become
an Acquiring Person, proper provision will be made so that each
holder of a Right (other than an Acquiring Person and the
affiliates and associates of such Acquiring Person, whose Rights
will have become void) will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market
value of two times the Purchase Price of the Right. In the event
that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the
Acquiring Person or the affiliates and associates of such Acquiring
Persons (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having
a market value of two times the Purchase Price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50%
or more of the outstanding Common Shares, the Board of Directors of
the Company may exchange the Rights (other than Rights owned by
such person or group and their respective affiliates and associates
which will have become void), in whole or in part, at an exchange
ratio of one Common Share, or one one-hundredth of a Preferred
Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time prior to or within 10 business days following the
acquisition by a person or group of affiliated or associated
persons of beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as the
Board of Directors of the Company in its sole discretion may
establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Pursuant to the Rights Agreement, certain actions (e.g.
redeeming outstanding Rights, amending the Rights Agreement, etc.)
may only be made with the approval of the Board of Directors of the
Company, including a majority of at least three (3) Continuing
Directors (as hereinafter defined). As used herein, a Continuing
Director will mean any person (other than an Acquiring Person or an
affiliate or associate of an Acquiring Person or a representative
of an Acquiring Person or of any such affiliate or associate) who
was a director prior to the date of the Rights Agreement and any
person (other than an Acquiring Person or an affiliate or associate
of an Acquiring Person or a representative of an Acquiring Person
or of any such affiliate or associate) nominated for selection or
elected to the Board of Directors of the Company pursuant to the
approval of a majority of the Continuing Directors.
Item 2. Exhibits.
Exhibit
Number Document
------ --------
1. Rights Agreement, dated as of November 19, 1997, by
and between the Company and the Rights Agent, which
includes: as Exhibit A thereto, the Form of
Certificate of Designation of the Preferred Shares;
as Exhibit B thereto, the Form of Right
Certificate; and as Exhibit C thereto, the Summary
of Rights to Purchase Preferred Shares (filed on
Form 8-A (File No. 001-13687) with the SEC on
December 8, 1997, and incorporated herein by
reference).
2. Form of legend to be placed, pursuant to Section
3(c) of the Rights Agreement, on all new Common
Share certificates issued by the Company after
November 19, 1997 and prior to the Distribution
Date upon transfer, exchange or new issuance (filed
as Exhibit 2 on Form 8-A (File No. 001-13687) with
the SEC on December 8, 1997, and incorporated
herein by reference).
3. Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement Number 333-22229
filed with the Securities and Exchange Commission
on February 24, 1997).
4. Bylaws of the Company, as amended and restated
(incorporated by reference to Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
SHOWBIZ PIZZA TIME, INC.
Date: June 25, 1998
By: -----------------------------
Larry G. Page
Chief Financial Officer and
Executive Vice President
EXHIBIT INDEX
Exhibit
Number Document Page No.
------ -------- --------
1. Rights Agreement, dated as of November 19, 1997, by
and between the Company and the Rights Agent, which
includes: as Exhibit A thereto, the Form of
Certificate of Designation of the Preferred Shares;
as Exhibit B thereto, the Form of Right
Certificate; and as Exhibit C thereto, the Summary
of Rights to Purchase Preferred Shares (filed on
Form 8-A (File No. 001-13687) with the SEC on
December 8, 1997, and incorporated herein by
reference).
2. Form of legend to be placed, pursuant to Section
3(c) of the Rights Agreement, on all new Common
Share certificates issued by the Company after
November 19, 1997 and prior to the Distribution
Date upon transfer, exchange or new issuance (filed
as Exhibit 2 on Form 8-A (File No. 001-13687) with
the SEC on December 8, 1997, and incorporated
herein by reference).
3. Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement Number 333-22229
filed with the Securities and Exchange Commission
on February 24, 1997).
4. Bylaws of the Company, as amended and restated
(incorporated by reference to Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994).
