As filed with the Securities and Exchange Commission on August 24, 2000.
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 (IRS 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
(972) 258-8507
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
Kathryn D. Watson
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
--------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered (1) registered per share(2) offering price(2) fee
-------------------- ------------ -------------- --------------- ----------
Common stock, par 350,000
value $.10 per share shares $29.3125 $10,259,375.00 $2,708.50
(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 August 16, 2000, as reported on the New York Stock
Exchange.
INCORPORATION BY REFERENCE
The 350,000 shares of Common Stock being registered hereby shall
be issued under the Plan, which was amended effective June 22,
2000, 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 (the
"Commission") on November 26, 1997, Registration No. 333-41039, and
on July 23, 1999, Registration No. 333-8369, are 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 2000
Definitive Proxy Statement filed with the
Commission on May 18, 2000).
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
Definitive Proxy Statement filed with the
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).
5.1 Opinion of Winstead Sechrest & Minick P.C.*
23.1 Consent of Winstead Sechrest & Minick P.C.
(included in Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.*
24.1 Power of Attorney (included on the signature page
of the Registration Statement).*
________________
* filed herewith
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 August 24, 2000.
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.
Signature Title Date
--------- ----- ----
/s/ RICHARD M. FRANK Chairman of the Board of
Richard M. Frank Directors, Chief Executive August 24, 2000
Officer and Director
(Principal Executive Officer)
/s/ MICHAEL H. MAGUSIAK President and Director August 24, 2000
Michael H. Magusiak
/s/ RODNEY CARTER Executive Vice President, August 24, 2000
Rodney Carter Chief Financial Officer and
Treasurer
/s/ RICHARD T. HUSTON Executive Vice President August 24, 2000
Richard T. Huston and Director
/s/ TIM T. MORRIS Director August 24, 2000
Tim T. Morris
/s/ LOUIS P. NEEB Director August 24, 2000
Louis P. Neeb
/s/ CYNTHIA I. PHARR Director August 24, 2000
Cynthia I. Pharr
/s/ WALTER TYREE Director August 24, 2000
Walter Tyree
/s/ RAYMOND E.WOOLDRIDGE Director August 24, 2000
Raymond E. Wooldridge
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 2000
Definitive Proxy Statement filed with the
Commission on May 18, 2000).
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
Definitive Proxy Statement filed with the
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).
5.1 Opinion of Winstead Sechrest & Minick P.C.*
23.1 Consent of Winstead Sechrest & Minick P.C.
(included in Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.*
24.1 Power of Attorney (included on the signature page
of the Registration Statement).*
-----------------
* filed herewith
EXHIBIT 5.1
-----------
OPINION OF LEGAL COUNSEL
August 24, 2000
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 350,000
shares of common stock, $.10 par value per share (the "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, as amended
(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 validly 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
Corporation State 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,
WINSTEAD SECHREST & MINICK P.C.
EXHIBIT 23.2
-------------
CONSENT OF INDEPENDENT PUBLIC AUDITORS
We consent to the incorporation by reference in this Registration
Statement of CEC Entertainment, Inc. on Form S-8 of our report
dated March 6, 2000, appearing in the Annual Report on Form 10-K
of CEC Entertainment, Inc. for the year ended January 2, 2000.
DELOITTE & TOUCHE LLP
Dallas, Texas
August 24, 2000
