<PAGE> 1
As filed with the Securities and Exchange Commission on May 14, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
GAMEFX, INC. 1997 STOCK OPTION PLAN
(Full Title of Plan)
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 4,935 shares $24.0625 $118,748 $33.01
par value
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of
1993, as amended, based upon the exercise price of $24.0625, the
average of the high and low prices of the above described shares on the
NASDAQ National Market System on May 10, 1999 as reported by the
National Association of Securities Dealers Automated Quotation System.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to General Instruction E to Form S-8, this registration
incorporates by reference the contents of the Registration Statement on Form S-8
(File No. 333-74747) filed by THQ Inc. (the "Company" or the "Registrant") with
the Securities and Exchange Commission (the "Commission") on March 19, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 filed on January 9, 1998 (File No. 333-32221) (the "S-3
Registration Statement")).
4.2 Amendment to Certificate of Incorporation (incorporated by reference to
Exhibit 3.2 to Post-Effective Amendment No. 1 to the S-3 Registration
Statement).
4.3 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998).
4.4 GameFx, Inc. 1997 Stock Option Plan (incorporated by reference to
Exhibit 4.4 to the Registration Statement on Form S-8 filed on March
19, 1999 (File No. 333-74747) (the "S-8 Registration Statement")).
4.5 GameFx, Inc. 1997 Stock Option Plan Amended and Restated Notice of
Stock Option Grant (incorporated by reference to Exhibit 4.5 to the S-8
Registration Statement).
5* Opinion of Sidley & Austin.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Sidley & Austin (Included in Exhibit 5).
24.1* Powers of Attorney (Set forth on the signature page hereto).
</TABLE>
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* Filed herewith
II-1
<PAGE> 3
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 30th
day of April, 1999.
THQ Inc.
By: /s/ Brian J. Farrell
-------------------------------------
Brian J. Farrell, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Brian J. Farrell and Fred A. Gysi, and each of them, his
attorneys-in-fact, with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in the
capacity stated below, and to file, all amendments to this Registration
Statement, which amendments may make such changes in and additions to this
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Brian J. Farrell Director, President and Chief April 30, 1999
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Brian J. Farrell Executive Officer (Principal
Executive Officer)
/s/ Lawrence Burstein Director April 30, 1999
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Lawrence Burstein
/s/ Bruce Jagid Director April 30, 1999
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Bruce Jagid
/s/ Jeffrey C. Lapin Director April 30, 1999
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Jeffrey C. Lapin
/s/ L. Michael Haller Director April 30, 1999
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L. Michael Haller
/s/ James L. Whims Director April 30, 1999
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James L. Whims
/s/ Fred A. Gysi Vice President-Finance and April 30, 1999
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Fred A. Gysi Administration, Chief Financial
Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
II-2
<PAGE> 4
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 filed on January 9, 1998 (File No. 333-32221) (the "S-3
Registration Statement")).
4.2 Amendment to Certificate of Incorporation (incorporated by reference to
Exhibit 3.2 to Post- Effective Amendment No. 1 to the S-3 Registration
Statement).
4.3 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998).
4.4 GameFx, Inc. 1997 Stock Option Plan (incorporated by reference to
Exhibit 4.4 to the Registration Statement on Form S-8 filed on March
19, 1999 (File No. 333-74747) (the "S-8 Registration Statement")).
4.5 GameFx, Inc. 1997 Stock Option Plan Amended and Restated Notice of
Stock Option Grant (incorporated by reference to Exhibit 4.5 to the S-8
Registration Statement).
5* Opinion of Sidley & Austin.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Sidley & Austin (Included in Exhibit 5).
24.1* Powers of Attorney (Set forth on the signature page hereto).
</TABLE>
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* Filed herewith
<PAGE> 1
[SIDLEY & AUSTIN LETTERHEAD]
EXHIBIT 5
May 14, 1999
THQ Inc.
5016 North Parkway Calabasas
Calabasas, California 91302
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by THQ Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
4,935 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"), of the Company which may be issued upon the exercise of options
granted pursuant to the GameFx, Inc. 1997 Stock Option Plan (the "Plan").
We have acted as counsel to the Company in connection with the
Registration Statement and have examined such records, documents and questions
of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. In addition, we
have examined the originals, or photocopies, of such other corporate records of
the Company, certificates of public officials and of officers of the Company and
such agreements, instruments and other documents as we have deemed necessary as
a basis for the opinions expressed below. As to the questions of fact material
to such opinions, we have, when relevant facts were not independently
established by us, relied upon a certificate of the Company or its officers or
of public officials.
Based on the foregoing, we are of the opinion that the Shares
are duly authorized, legally issued, fully paid and nonassessable.
We do not find it necessary for purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale of the Shares.
This opinion is limited to the General Corporation Law of the State of Delaware.
<PAGE> 2
SIDLEY & AUSTIN LOS ANGELES
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to all references to our firm in the
Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
THQ Inc. on Form S-8 of our report dated February 24, 1999 appearing in the
Annual Report on Form 10-K of THQ Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Los Angeles, California
May 6, 1999
