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
or Organization) (I.R.S. Employer Identification no.)
4441 West Airport Freeway, Irving, Texas 75062
(Address of Principal Executive Offices) (Zip Code)
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 Common Stock, $.10 par value
Each Class is to be Registered 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.
The description set forth below does not purport to be
complete and is qualified in its entirety by reference to the
Restated Articles of Incorporation (the "Articles of
Incorporation") and the Restated Bylaws (the "Bylaws") of the
Company.
General
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.10 per share,
49,570 shares of Class A Preferred Stock, par value $60.00 per
share (the "Class A Preferred Stock"), and 500,000 shares of Class
B Preferred Stock, par value $100.00 per share (the "Class B
Preferred Stock"). As of June 24, 1998, there were 18,387,869
shares of Common Stock outstanding, 49,570 shares of Class A
Preferred Stock outstanding, no shares of Class B Preferred Stock
outstanding and 615,136 shares of Common Stock reserved and
available for issuance under the 1988 Non-Statutory Stock Option
Plan, 1997 Non-Statutory Stock Option Plan, Non-Employee Directors
Stock Option Plan and Stock Grant Plan.
Common Stock
The rights of the holders of the Common Stock discussed below
are subject to such rights as the Board of Directors may hereafter
confer on the holders of preferred stock; accordingly, rights
conferred on holders of preferred stock issued under the Articles
of Incorporation may adversely affect the rights of holders of the
Common Stock.
Subject to the right of holders of preferred stock, the
holders of outstanding shares of Common Stock are entitled to
receive dividends out of assets legally available therefor, at
such times and in such amounts as the Board of Directors may from
time to time determine. The shares of Common Stock are neither
redeemable nor convertible and the holders thereof have no
preemptive or subscription rights to purchase any securities of the
Company. Upon liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to receive, pro
rata, the assets of the Company that are legally available for
distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of preferred stock then
outstanding. Each outstanding share of Common Stock is entitled to
one vote on all matters submitted to a vote of stockholders. The
Articles of Incorporation provide that prior to December 31, 2002,
no transfer of shares of Common Stock to any person holding greater
than 4.75% of the outstanding Common Stock or who, after any
transfer, would own in excess of 4.75% of the outstanding Common
Stock is permitted without the written consent of the Board of
Directors.
<PAGE>
Preferred Stock
Dividends. Holders of Class A Preferred Stock are currently
entitled to receive when, as and if declared by the Board of
Directors of the Company, cash dividends equal to $1.20 per share
per quarter. At June 24, 1998, dividends of $1.20 per share,
aggregating $59,484, have been declared but not yet paid (to be
paid on July 5, 1998). Unpaid dividends on the Class A Preferred
Stock cumulate and must be paid before any distribution (other than
in Common Stock or Class B Preferred Stock) is made to holders of
Common Stock or Class B Preferred Stock.
Liquidation. In the event of the liquidation, dissolution or
winding up of the Company, the holders of the Class A Preferred
Stock are entitled to be paid $60.00 per share plus all cumulated
unpaid dividends thereon before any distribution or payment is made
to the holders of Common Stock or Class B Preferred Stock.
Redemption of Class A Preferred Stock. The Company may, at
any time or from time to time, voluntarily redeem all or a part of
the outstanding Class A Preferred Stock at a redemption price of
$60.00 per share plus the amount of all cumulated unpaid dividends
thereon. Because more than 90% of the shares of Class A Preferred
Stock has previously been reacquired by the Company, the Company
believes that it has satisfied all mandatory redemption
requirements until the year 2005. The Company must redeem, or
repurchase in the open market, all outstanding shares of the Class
A Preferred Stock no later than December 31, 2005. There is no
restriction on the repurchase or redemption of shares by the
Company while there is an arrearage in payment of dividends.
Voting. Except as described below or as required by law, the
holders of shares of the Class A Preferred Stock and Common Stock
each have one vote for each share so held and vote together and not
as separate classes on matters submitted to a vote of the
stockholders of the Company. With respect only to the election of
directors, under applicable Kansas law, a holder of Common Stock or
Class A Preferred Stock is entitled to cumulate his votes for any
candidate and to spread his votes, so cumulated, among as many
candidates per election and in such manner as he may see fit.
The vote of the holders of two-thirds of the outstanding
shares of the Class A Preferred Stock is required: (a) to amend
the liquidation and dividend preferences of the Class A Preferred
Stock or otherwise to amend the Articles of Incorporation in a
manner that would materially adversely affect the holders of the
Class A Preferred Stock; (b) to increase the authorized number of
shares of the Class A Preferred Stock; (c) to create any new class
of stock having any preferences over or being on a par with the
Class A Preferred Stock as to dividends, redemption or liquidation;
(d) to create classes of preferred stock junior to the Class A
Preferred Stock unless certain dividend, redemption and conversion
price restrictions are met; (e) to merge or consolidate with any
other corporation; or (f) to sell, convey or otherwise dispose of
all or substantially all of the property or business of the
Company.
Miscellaneous. The following provisions of the Articles of
Incorporation and Bylaws may have the effect of delaying or
inhibiting any attempts to take control of the Company: (i) the
classification of directors of the Company and provisions in the
Articles of Incorporation and Bylaws that protect the
classification provisions from amendment, (ii) the authorized Class
B Preferred Stock with respect to which the Board of Directors
retains the power to issue and to determine voting rights, (iii)
the restriction contained in the Articles of Incorporation on the
transfer of shares of Common Stock to any person holding greater
than 4.75% of the outstanding Common Stock or who, after any
transfer, would own in excess of 4.75% of the outstanding Common
Stock, and (iv) the requirement of a favorable class vote of the
holders of two-thirds of the outstanding shares of Class A
Preferred Stock to approve any merger, consolidation or sale,
conveyance or other disposition of all or substantially all of the
Company's property or business.
Upon the occurrence and during the continuance of any event of
default (as defined in the Articles of Incorporation), the number
of directors constituting the board of directors of the Company
shall, at a meeting of stockholders requested by the holders of 5%
or more of the Class A Preferred Stock, be reduced or increased, as
the circumstances shall require, to five, and the holders of the
Class A Preferred Stock, voting together as a class, shall be
entitled to elect three of such directors, and the holders of the
Common Stock and Class B Preferred Stock, voting together as a
class, shall be entitled to elect the remaining two.
Shares of the Class A Preferred Stock are not convertible into
shares of Common Stock. All of the outstanding shares of Common
Stock and the Class A Preferred Stock have been validly issued and
are fully paid, and nonassessable. The holders of the Class A
Preferred Stock, Common Stock and Class B Preferred Stock have no
preemptive rights. The Articles of Incorporation further provide
that the Company shall not authorize or issue any class or series
of nonvoting equity securities.
Indemnification for Certain Liabilities
The Bylaws of the Company provide for each director and
officer of the Company to be indemnified by the Company, as of
right, to the full extent permitted or authorized by the laws of
the State of Kansas against any liability, judgement, fine, amount
paid in settlement, cost and expense asserted or threatened against
and incurred by such person in his capacity as or arising out of
his status as a director or officer.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ( the "Securities Act") may be permitted to
directors, officers or persons controlling the Company, pursuant to
the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Certain Effects of Authorized and Unissued Stock
The unissued and unreserved shares of capital stock may be
issued for a variety of proper corporate purposes, including future
private or public offerings to raise additional capital or
facilitate acquisitions. The Company's Board of Directors
currently does not have any plans to issue additional shares of
Common Stock or Preferred Stock (other than in connection with the
1988 Non-Statutory Stock Option Plan,1997 Non-Statutory Stock
Option Plan, Non-Employee Directors Stock Option Plan and the Stock
Grant Plan).
One of the effects of the existence of such unissued and
unreserved shares may be to enable the Company's Board of Directors
to discourage an attempt to change control of the Company and
thereby to protect the continuity of the Company's management. The
issuance of shares of Class A Preferred Stock, whether or not
related to any attempt to effect change in control, may adversely
affect the rights of the holders of shares of Common Stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is
Boston EquiServe Limited Partnership.
Item 2. Exhibits.
I. Not Applicable
II. The following exhibits are filed herewith and made a part
hereof.
1. Restated Articles of Incorporation of the
Registrant (filed as Exhibit 3.1 to the
Registration Statement on Form S-3 (File No. 333-22229)
with the SEC on February 24, 1997, and
incorporated herein by reference).
2. Bylaws of the Registrant (filed as Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994 and incorporated
herein by reference) as amended (such amendment
filed as Exhibit 3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1995 and incorporated herein by reference).
3. Specimen Stock Certificate for the Common Stock of
the Registrant (filed as Exhibit 4 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1990 and
incorporated herein by reference).
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. Restated Articles of Incorporation of the
Registrant (filed as Exhibit 3.1 to the
Registration Statement on Form S-3 (File No.
333-22229) with the SEC on February 24, 1997,
and incorporated herein by reference).
2. Bylaws of the Registrant (filed as Exhibit 3
to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994
and incorporated herein by reference) as
amended (such amendment filed as Exhibit 3 to
the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995 and
incorporated herein by reference).
3. Specimen Stock Certificate for the Common
Stock of the Registrant (filed as Exhibit 4 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 28, 1990
and incorporated herein by reference).
