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As filed with the Securities and Exchange Commission on July 29, 1999
Registration No. 333-83725
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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
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)
PACIFIC COAST POWER & LIGHT CO.
EMPLOYEE STOCK 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
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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
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calabasas and State of California on the 29th day of
July, 1999.
THQ Inc.
By: /s/ Fred A. Gysi
------------------------------------
Vice President - Finance and
Administration, Chief Financial
Officer, Treasurer and Secretary
Pursuant to the requirement of the Securities Act of 1933, this
amendment has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director, President and Chief July 29, 1999
- -------------------------- Executive Officer (Principal
Brian J. Farrell Executive Officer)
* Director July 29, 1999
- --------------------------
Lawrence Burstein
* Director July 29, 1999
- --------------------------
Bruce Jagid
* Director and Vice Chairman July 29, 1999
- --------------------------
Jeffrey C. Lapin
* Director and Senior Vice July 29, 1999
- -------------------------- President
L. Michael Haller
* Director July 29, 1999
- --------------------------
James L. Whims
* Director July 29, 1999
- --------------------------
L. Greg Ballard
/s/ Fred A. Gysi Vice President-Finance and July 29, 1999
- -------------------------- Administration, Chief Financial
Fred A. Gysi Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
*By:/s/ Fred A. Gysi
----------------------
Fred A. Gysi
Attorney-in-Fact
</TABLE>
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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* Pacific Coast Power & Light Company Employee Stock Plan.
4.5* Pacific Coast Power & Light Company Notice of Stock Option
Grant
5 Opinion of Sidley & Austin.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of Sidley & Austin (Included in Exhibit 5).
</TABLE>
- --------
* Previously Filed
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[SIDLEY & AUSTIN LETTERHEAD]
EXHIBIT 5
July 26, 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
130,000 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 Pacific Coast Power & Light Company Employee Stock 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,
when issued in accordance with the terms of the underlying options, and when
certificates representing such shares have been duly executed, countersigned and
duly delivered to the persons entitled thereto against payment to the Company
for the exercise price provided for in the underlying options, will be 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
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SIDLEY & AUSTIN LOS ANGELES
the sale of the Shares. This opinion is limited to the General Corporation Law
of the State of Delaware.
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.
This opinion supersedes and replaces our opinion dated July 26,
1999 which was previously filed with the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
