<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
STARPRESS, INC.
(Exact name of Registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation or organization)
84-1097212
(I.R.S. Employer Identification Number)
42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plan)
RONALD R. POSNER, CHAIRMAN
GRAPHIX ZONE, INC. 42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606
(Name and address for Agent For Service)
(714) 833-3838
(Telephone Number, Including Area Code, of Agent For Service)
<PAGE>
StarPress, Inc., a Colorado corporation (the "Registrant"), has
previously filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 on November 1, 1995 (the
"Registration Statement"). Pursuant to Rule 456 and Rule 462 of the Rules
and Regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement became effective automatically
upon filing.
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 is being filed by the Registrant for the purpose of deregistering certain
shares of the Registrant's Common Stock, no par value ("Common Stock"), which
were registered pursuant to the Registration Statement.
On June 28, 1996 (the "Effective Date"), upon approval of the merger of
SP Merger Corp., a Colorado corporation and wholly-owned subsidiary of
Graphix Zone, Inc., a Delaware corporation ("New GZ"), with and into the
Registrant and the merger of GZ Merger Corp., a California corporation and
wholly-owned subsidiary of New GZ, with and into Graphix Zone, Inc., a
California corporation ("GZ California"), by the respective stockholders of
the Registrant and GZ California (collectively, the "Merger"), the Registrant
and GZ California became wholly-owned subsidiaries of New GZ.
Pursuant to and in compliance with applicable rules and regulations of
the Commission promulgated under the Securities Act of 1933, as amended, New
GZ has filed with the Commission a Registration Statement on Form S-8 (the
"New GZ Form S-8 Registration Statement"), pursuant to which, among other
things, it is (i) in effect, assuming all options outstanding as of June 28,
1996, under the stock option plans of the Registrant and GZ California; (ii)
registering shares of Common Stock of New GZ to be issued pursuant to the
exercise of options to purchase shares of Common Stock of New GZ into which
such options to purchase shares of the Registrant and GZ California under
such assumed stock option plans were converted pursuant to the Merger; and
(iii) registering additional shares of Common Stock of New GZ to be issued
pursuant to the exercise of options to purchase shares of Common Stock of New
GZ to be issued under the 1996 Stock Option Plan of New GZ.
As a consequence of the filing of the New GZ Form S-8 Registration
Statement, a portion of the 3,300,000 shares of Common Stock of the
Registrant already registered pursuant to the Registration Statement have
also been registered pursuant to the New GZ Form S-8 Registration Statement.
Therefore, the Registrant is filing this Post-Effective Amendment No. 1 to
Form S-8 Registration Statement to deregister such portion of Common Stock of
the Registrant already registered pursuant to the Registration Statement.
The Registrant hereby deregisters 3,170,526 shares of the Registrant's
Common Stock originally registered pursuant to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Irvine, State of California, on this 13th day of August, 1996.
STARPRESS, INC.
By: /S/ RONALD S. POSNER
-------------------------------
Ronald S. Posner, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been
signed by the following persons in the capacities indicated and on the dates
stated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ RONALD S. POSNER Chairman of the Board (principal August 13, 1996
- ------------------------- executive officer)
Ronald S. Posner
/S/ JOHN LUKRICH Chief Financial Officer (principal August 13, 1996
- ------------------------- financial and accounting officer)
John Lukrich
/S/ DOUG GLEN Director August 13, 1996
- -------------------------
Doug Glen
/S/ C. RICHARD KRAMLICH Director August 13, 1996
- -------------------------
C. Richard Kramlich
