<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1999.
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0905805
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4441 West Airport Freeway 75062
Irving, Texas (Zip Code)
(Address of principal executive offices)
CEC ENTERTAINMENT, INC.
1997 NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
Richard M. Frank
Chairman of the Board and Chief Executive Officer
CEC Entertainment, 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
<TABLE>
<CAPTION>
===========================================================================================================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered (1) registered share (2) price (2) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 900,000 Shares $46.34375 $41,709,375 $11,596
par value $.10 per share
===========================================================================================================
</TABLE>
(1) Shares of common stock of CEC Entertainment, Inc. (the "Company"), par value
$.10 per share (the "Common Stock"), being registered hereby relate to the
CEC Entertainment, Inc. 1997 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
July 20, 1999, as reported on the New York Stock Exchange.
<PAGE>
INCORPORATION BY REFERENCE
The 900,000 shares of Common Stock being registered hereby shall be issued
under the Plan, which was amended effective June 24, 1999, 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
Statement on Form S-8, as filed with Securities and Exchange Commission on
November 26, 1997, Registration No. 333-41039, is incorporated by reference
herein.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
Exhibit No. Description
- ---------- -----------
4.1 CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan,
as amended (incorporated by reference to Exhibit B to the
Company's 1999 Proxy Statement filed with the Securities and
Exchange Commission on May 20, 1999).
4.2 Specimen form of certificate representing Common Stock, par
value $.10 per share (incorporated by reference to Exhibit
4(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1990).
4.3 Amended and Restated Articles of Incorporation of the Company,
as amended (incorporated by reference to Exhibit A to the
Company's 1999 Proxy Statement filed with the Securities and
Exchange Commission on May 20, 1999).
4.4 Bylaws of the Company (incorporated by reference to Exhibit
3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994).
5 Opinion of Baker & McKenzie.*
23.1 Consent of Baker & McKenzie (See Exhibit 5).*
23.2 Consent of Deloitte & Touche LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
________________
* filed herewith
<PAGE>
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 July 23, 1999.
CEC ENTERTAINMENT, 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.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ----- ----
<S> <C> <C>
/s/ RICHARD M. FRANK Chairman of the Board of Directors, Chief July 23, 1999
- ------------------------- Executive Officer and Director (Principal
Richard M. Frank Executive Officer)
/s/ MICHAEL H. MAGUSIAK President and Director July 23, 1999
- -------------------------
Michael H. Magusiak
/s/ LARRY G. PAGE Executive Vice President, Chief Financial July 23, 1999
- ------------------------- Officer and Treasurer (Principal Financial
Larry G. Page and Accounting Officer)
/s/ RICHARD T. HUSTON Executive Vice President and Director July 23, 1999
- -------------------------
Richard T. Huston
/s/ TIM T. MORRIS Director July 23, 1999
- -------------------------
Tim T. Morris
/s/ LOUIS P. NEEB Director July 23, 1999
- -------------------------
Louis P. Neeb
/s/ CYNTHIA I. PHARR Director July 23, 1999
- -------------------------
Cynthia I. Pharr
/s/ WALTER TYREE Director July 23, 1999
- -------------------------
Walter Tyree
/s/ RAYMOND E. WOOLDRIDGE Director July 23, 1999
- -------------------------
Raymond E. Wooldridge
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
4.1 CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan,
as amended (incorporated by reference to Exhibit B to the
Company's 1999 Proxy Statement filed with the Securities and
Exchange Commission on May 20, 1999).
4.2 Specimen form of certificate representing Common Stock, par
value $.10 per share (incorporated by reference to Exhibit
4(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1990).
4.3 Amended and Restated Articles of Incorporation of the Company,
as amended (incorporated by reference to Exhibit A to the
Company's 1999 Proxy Statement filed with the Securities and
Exchange Commission on May 20, 1999).
4.4 Bylaws of the Company (incorporated by reference from Exhibit
3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994).
5 Opinion of Baker & McKenzie.*
23.1 Consent of Baker & McKenzie (See Exhibit 5).*
23.2 Consent of Deloitte & Touche LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
________________
* filed herewith
<PAGE>
EXHIBIT 5
July __, 1999
CEC Entertainment, Inc.
4441 West Airport Freeway
Irving, Texas 75602
Gentlemen:
CEC Entertainment, 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 900,000 shares of common stock, $.10 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 1997 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 Securities will be legally
issued, fully paid and nonassessable shares of Common Stock.
Our opinion is limited in all respects to the substantive law of the State
of Texas, Federal law and our review of relevant provisions of the General
Corporation Code of Kansas as set forth in the unofficial compilation of such
law prepared and published by Aspen Law and Business in Volume 4 of its Prentice
Hall Law and Business Corporation Statutes series.
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,
BAKER & MCKENZIE
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
CEC Entertainment, Inc. on Form S-8 of our report dated March 8, 1999, appearing
in the Annual Report on Form 10-K of CEC Entertainment, Inc. for the year ended
January 3, 1999.
DELOITTE & TOUCHE LLP
Dallas, Texas
July 23, 1999
