<PAGE>
As filed with the Securities and Exchange Commission on February 17, 1998
Registration Statement No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 1
to
FORM S-8
Registration Statement
Under The Securities Act of 1933
----------------------
MICROPROSE, INC.
(Exact name of Registrant as specified in its charter)
----------------------
Delaware 52-1728656
-------- ----------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
2490 MARINER SQUARE LOOP, SUITE 100, ALAMEDA, CALIFORNIA 94501
(Address of Principal Executive Offices)
(Zip Code)
----------------------
MicroProse, Inc. MicroProse, Inc. MicroProse, Inc.
1994 Stock Option Employee Stock 1996 Supplemental
Plan Purchase Plan Stock Option Plan
(Full title of the plans)
----------------------
Kip Welch
Vice President, General Counsel and
Secretary
MicroProse, Inc.
2490 MARINER SQUARE LOOP, SUITE 100
ALAMEDA, CALIFORNIA 94501
(510) 522-3584
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------
Copy to:
DAVID C. DRUMMOND, ESQ.
MICHAEL F. HAYDEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price Fee
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1994 Stock Option Plan, Common
Stock, $0.001 par value . . . 600,000 $2.05 $1,230,000
Employee Stock Purchase Plan,
Common Stock, $0.001 par
value . . . . . . . . . . . 200,000 $2.05 $ 410,000
1996 Supplemental Stock Option
Plan, Common Stock, $0.001 par
value . . . . . . . . . . . 250,000 $2.05 $ 512,500
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TOTAL 1,050,000 ---- $2,152,500 $634.99
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act") solely for the purpose of calculating the
total registration fee on the basis of $2.05 per share, which represents
the average of the high and the low prices reported on the Nasdaq National
Market on February 9, 1998.
-2-
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EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-8 (reg. no.
33-85024) is being filed for the purpose of increasing the number of shares
registered for the 1994 Stock Option Plan from 4,464,321 to 5,064,321. All
other portions of that Registration Statement, as previously filed, remain
unchanged and are incorporated herein by reference.
This Amendment No. 1 to the Registration Statement on Form S-8 (reg. no.
33-75858) is being filed for the purpose of increasing the number of shares
registered for the Employee Stock Purchase Plan from 400,000 to 600,000. All
other portions of that Registration Statement, as previously filed, remain
unchanged and are incorporated herein by reference.
This Amendment No. 1 to the Registration Statement on Form S-8 (reg. no.
333-30487) is being filed for the purpose of increasing the number of shares
registered for the 1996 Supplemental Stock Option Plan from 250,000 to 500,000.
All other portions of that Registration Statement, as previously filed, remain
unchanged and are incorporated herein by reference.
ITEM 8. INDEX TO EXHIBITS
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Exhibit
Number Description of Document
- ----------- -----------------------------------------------------------
*4.1 1994 Stock Option Plan
**4.2 Employee Stock Purchase Plan
***4.3 1996 Supplemental Stock Option Plan
5.1 Opinion of counsel as to legality of securities
being registered.
23.1 Consent of Independent Auditors.
24.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
- -----------
* Incorporated herein by reference to exhibits filed
with the Registrant's Registration Statement on
Form S-8 (No. 33-85024) filed with the Securities
and Exchange Commission.
** Incorporated herein by reference to exhibits filed
with the Registrant's Registration Statement on
Form S-8 (No. 33-75858) filed with the Securities
and Exchange Commission.
*** Incorporated herein by reference to exhibits filed
with the Registrant's Registration Statement on
Form S-8 (No. 333-30487) filed with the Securities
and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Amendment No. 1 to the
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Alameda, State of
California, on this 17th day of February 1998.
MICROPROSE, INC.
By: /s/ Kip Welch
-----------------------------------
Kip Welch,
Vice President, General Counsel
and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen M. Race and Kip Welch, jointly
and severally, as his attorneys-in-fact, each with the power of substitution,
for him in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ Stephen M. Race Chief Executive Officer February 17, 1998
- ---------------------- and Director (PRINCIPAL
Stephen M. Race EXECUTIVE AND FINANCIAL
OFFICER)
/s/ William E. Meyer Corporate Controller and February 17, 1998
- ---------------------- Chief Accounting Officer
William E. Meyer (PRINCIPAL ACCOUNTING
OFFICER)
/s/ Gilman G. Louie Chairman of the Board of February 17, 1998
- ---------------------- Directors
Gilman G. Louie
/s/ David C. Costine Director February 17, 1998
- ----------------------
David C. Costine
/s/ Vinod Khosla Director February 17, 1998
- ----------------------
Vinod Khosla
/s/ Keith Schaefer Director February 17, 1998
- ----------------------
Keith Schaefer
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Document Numbered Page
- -------------- --------------------------------------------- -------------
*4.1 1994 Stock Option Plan
**4.2 Employee Stock Purchase Plan
***4.3 1996 Supplemental Stock Option Plan
5.1 Opinion of counsel as to legality of
securities being registered.
23.1 Consent of Independent Auditors.
24.2 Consent of Counsel (contained in Exhibit 5.1
hereto).
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* Incorporated herein by reference to exhibits
filed with the Registrant's Registration
Statement on Form S-8 (No. 33-85024) filed
with the Securities and Exchange Commission.
** Incorporated herein by reference to exhibits
filed with the Registrant's Registration
Statement on Form S-8 (No. 33-75858) filed
with the Securities and Exchange Commission.
*** Incorporated herein by reference to exhibits
filed with the Registrant's Registration
Statement on Form S-8 (No. 333-30487) filed
with the Securities and Exchange Commission.
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EXHIBIT 5.1
February 13, 1998
MicroProse, Inc.
2490 Mariner Square Loop, Suite 100
Alameda, CA 94501
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined Amendment No. 1 to the Registration Statement of Form
S-8 (the "Amendment") to be filed by MicroProse, Inc. (the "Registrant" or
"you"), with the Securities and Exchange Commission on or about February 13,
1998, in connection with the registration under the Securities Act of 1933,
as amended, of 600,000 shares of your Common Stock reserved for issuance
pursuant to your 1994 Stock Option Plan, 200,000 shares of your Common Stock
reserved for issuance pursuant to your Employee Stock Purchase Plan and
250,000 shares of your Common Stock reserved for issuance pursuant to your
1996 Supplemental Stock Option Plan (each individually a "Plan" and together
the "Plans"). (The shares of Common Stock to be registered under the
Amendment shall be referred to herein as the "Shares"). As your legal
counsel, we have examined the actions taken and proposed to be taken by you
in connection with the proposed sale, issuance and payment of consideration
for the Shares to be issued under the Plans.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken prior to the issuance of the
Shares pursuant to the Registration Statement and the Plans, and upon completion
of the actions being taken in order to permit such transactions to be carried
out in accordance with the securities laws of the various states where required,
the Shares will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
A Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the MicroProse, Inc. 1994 Stock Option Plan,
Employee Stock Purchase Plan and 1996 Supplemental Stock Option Plan of our
reports dated April 28, 1997, on our audits of the consolidated financial
statements and financial statement schedule of MicroProse, Inc.
/s/ Coopers & Lybrand, LLP.
San Jose, California
February 17, 1998
