<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1998.
Registration No. 333-30655
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-8*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THQ INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3541686
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5016 North Parkway Calabasas
Calabasas, California 91302
(Address of Principal Executive Offices with Zip Code)
THQ INC. 1997 STOCK OPTION PLAN
(Full Title of the Plan)
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BRIAN J. FARRELL
President and Chief Executive Officer
THQ Inc.
5016 North Parkway Calabasas
Calabasas, California 91302
(818) 591-1310
(Name, Address and Telephone Number,
including Area Code, of Agent For Service)
Copies to:
KENNETH H. LEVIN, ESQ.
Sidley & Austin
555 West Fifth Street
Los Angeles, California 90013
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Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
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* Filed as a Post-Effective Amendment on Form S-8 to Registration
Statement (No. 333-30655) pursuant to the provisions of Rule 414(d) of
the Securities Act of 1933, as amended. See "INTRODUCTORY STATEMENT NOT
FORMING PART OF PROSPECTUS."
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INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
T.HQ, Inc., a New York corporation ("Predecessor"), filed a Registration
Statement (the "Registration Statement") on Form S-8 (Registration No.
333-30655) with the Securities and Exchange Commission (the "Commission") on
July 2, 1997, under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of the issuance by Predecessor of up to
650,000 shares of the Predecessor's common stock, par value $.0001 per share
(the "New York Common Stock") issuable upon the exercise of options (the
"Options") granted by the Predecessor pursuant to the Predecessor's 1997 Stock
Option Plan.
THQ Inc., a Delaware corporation ("Successor"), files this
Post-Effective Amendment No. 1 to the Registration Statement (the
"Post-Effective Amendment") as the successor issuer to Predecessor within the
meaning of Rule 414 under the Securities Act. Successor is the successor issuer
to Predecessor as the result of a merger of Predecessor with and into Successor
with Successor being the surviving corporation (the "Merger"). Prior to the
Merger, Successor was a wholly-owned subsidiary of Predecessor and had no assets
or liabilities. The Merger was consummated pursuant to the terms of an Agreement
and Plan of Merger between Predecessor and Successor (the "Merger Agreement").
The Merger became effective on January 6, 1998 (the "Effective Time").
At the Effective Time and pursuant to the Merger Agreement: (i) Successor became
the successor of Predecessor; (ii) Successor acquired all of the assets and
assumed all of the debts, liabilities and duties of the Predecessor; (iii) each
share of New York Common Stock outstanding prior to the Effective Time converted
into one share of common stock, $0.01 par value per share, of Successor (the
"Delaware Common Stock"); and (iv) each right to receive from Predecessor shares
of New York Common Stock upon the exercise of (a) options granted under any
stock option plan of Predecessor or pursuant to an option agreement, or (b)
warrants which were outstanding immediately prior to the Effective Time, by
virtue of the Merger and without any action on the part of the holder thereof,
converted into and became a right to acquire the same number of shares of
Delaware Common Stock at the same price per share, and upon the same terms and
subject to the same conditions, as set forth in the plans and the agreements
evidencing the options or the warrants in effect at the Effective Time.
The Merger was approved at the Annual Meeting of Shareholders of
Predecessor held on June 24, 1997 and reconvened on July 22, 1997, for which
proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Merger was approved by written
consent of the Predecessor, the sole shareholder of Successor.
Pursuant to Rule 414(d) under the Securities Act, Successor, as
successor to Predecessor, hereby adopts the Registration Statement as
Successor's own registration statement for all purposes of the Securities Act
and the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Calabasas and State of California on the 8th day
of January, 1998.
THQ Inc.
By: /s/ Brian J. Farrell
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Brian J. Farrell, President and Chief Executive Officer
Pursuant to the requirement of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Brian J. Farrell
- ------------------------- Director, Chief Executive Officer January 8, 1998
Brian J. Farrell and President (Principal Executive
Officer)
/s/ Lawrence Burstein
- ------------------------ Director January 8, 1998
Lawrence Burstein
/s/ Bruce Jagid
- ------------------------ Director January 8, 1998
Bruce Jagid
/s/ Jeffrey C. Lapin
- ------------------------ Director January 8, 1998
Jeffrey C. Lapin
/s/ L. Michael Haller
- ------------------------ Director January 8, 1998
L. Michael Haller
/s/ James L. Whims
- ------------------------ Director January 8, 1998
James L. Whims
/s/ Fred Gysi
- ------------------------ Vice President-Finance January 8, 1998
Fred Gysi (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
INDEX OF EXHIBITS
Number Description of Exhibit
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<S> <C>
4.2 Form of Stock Option Agreement for THQ Inc. 1997
Stock Option Plan.
</TABLE>
<PAGE> 1
Exhibit 4.2
THQ INC.
1997 STOCK OPTION PLAN
[INCENTIVE][NON-QUALIFIED] STOCK OPTION AGREEMENT
Optionholder: __________________________
Number of Shares of Company
Common Stock Underlying Option: __________________________
Purchase Price Per Share: __________________________
Date of Grant: __________________________
THIS STOCK OPTION AGREEMENT (the "Agreement"), dated as of the
date set forth above, is made between THQ INC., a Delaware corporation,
currently having its executive office at 5016 North Parkway Calabasas,
Calabasas, California 91302 (the "Company"), and the option holder identified
above ("Optionholder").
1. Grant of Option. Pursuant to the THQ Inc. 1997 Stock Option Plan, a
copy of which is attached hereto as Exhibit A (the "Plan"), on the terms and
subject to the conditions set forth in this Agreement, and subject to
Optionholder's execution and return to the Company of a copy of this Agreement,
the Company hereby grants to Optionholder the right and option to purchase from
the Company all or any part of the Number of Shares of Company Common Stock
Underlying Options set forth above (the "Shares") at the Purchase Price Per
Share set forth above (this "Option"). This Option is an
[incentive][non-qualifed] stock option, as such term is used in Section 2.1 of
the Plan.
2. Option Subject to the Plan. Optionholder acknowledges and agrees that
this Option is subject to the terms and conditions set forth in the Plan. In the
event of any conflict between the Plan and this Agree ment, the terms of the
Plan shall take precedence.
3. Vesting. Subject to limitations set forth in the Plan relating to the
termination of Option holder's employment by the Company, this Option shall be
exercisable by Optionholder to the extent of the following number of Shares
commencing on the following dates:
<TABLE>
<CAPTION>
Number of Shares First Date After Which Shares May Be Purchased
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<S> <C>
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</TABLE>
4. Term of Option. This Option shall not be exercisable after 5:00 p.m.,
Los Angeles time, on ______________.
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5. Non-Assignability of Option. This Option may not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise encumbered or
disposed of by Optionholder, other than by will or the laws of descent and
distribution; and, during the lifetime of Optionholder, this Option shall not be
exercisable by any person other than Optionholder.
6. Method of Exercise of Option. The Option may be exercised in the
manner set forth in Section 2.2(c) of the Plan.
7. Investment Representation. Optionholder represents that if at the
time of any exercise of this Option, the Shares to be acquired upon such
exercise are not registered under the Securities Act of 1933, as amended, such
Shares will be acquired by Optionholder for investment and not for resale or
with a view to the distribution thereof.
8. Adjustments Upon Changes in Capitalization. The number of Shares
issuable upon the exercise of this Option and the Purchase Price Per Share
thereof shall be subject to adjustment as set forth in Section 4.7 of the Plan.
9. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
11. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested (i) if to the Company, to
its executive office, attention: Chief Financial Officer; and (ii) if to
Optionholder, to the last known address of Optionholder reflected in the records
of the Company.
IN WITNESS WHEREOF, the Company and Optionholder have executed
this Agreement as of the date first set forth above.
THQ INC.
By: Brian Farrell, President
OPTIONEE:
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