As filed with the Securities and Exchange Commission on December
9, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
(Exact name of registrant as specified in its charter)
Delaware 36-3802328
(State or other jurisdiction of(IRS Employer Identification
of incorporation or organization) Number)
2001 Butterfield Road, Downers Grove Illinois 60515, (630) 769-
0033
(Address of Principal Executive Offices including Zip Code)
Platinum Entertainment, Inc. 1993 Stock Option Plan
Platinum Entertainment, Inc. Amended and Restated 1995 Directors'
Stock Option Plan
Platinum Entertainment, Inc. Amended and Restated 1995 Employee
Incentive Compensation Plan
Platinum Entertainment, Inc. 1997 Employee Stock Purchase Plan
(Full title of plans)
STEVEN DEVICK
2001 Butterfield Road, Downers Grove, Illinois 60515, (630) 769-
0033
(Name, address and telephone number of agent for service)
Copies to:
MATTHEW S. BROWN, ESQ.
Katten Muchin & Zavis
525 W. Monroe, Suite 1600
Chicago, IL 60661-3693
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities to be maximum maximum registration
be registered registered offering aggregate fee
(1) price per offering
share (2) price (2)
Common Stock, 6,144,000 See Footnote $39,409,043 $11,626
$.001 par shares 2 Below
value
(including
preferred
stock purchase
rights)
(1) Includes an indeterminate number of shares of Platinum
Entertainment, Inc. Common Stock that may be issuable by
reason of stock splits, stock dividends or similar
transactions.
(2) The amounts are based upon the weighted-average exercise
price of approximately $6.37 per share for 2,151,378 shares,
subject to outstanding options, and for the remaining
3,992,662 shares, the average of the high and low sales
prices of Platinum Entertainment, Inc. Common Stock as
reported on the Nasdaq National Market on December 4, 1998
of $6.44 per share, and are used solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1)
and 457(c) under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is
currently included in the prospectuses for the Platinum
Entertainment, Inc. 1993 Stock Option Plan, the Platinum
Entertainment, Inc. Amended and Restated 1995 Directors' Stock
Option Plan, the Platinum Entertainment, Inc. Amended and
Restated 1995 Employee Incentive Compensation Plan and the
Platinum Entertainment, Inc. 1997 Employee Stock Purchase Plan
(collectively, the "Plans"), and is not being filed with or
included in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Platinum
Entertainment, Inc. (the "Company") with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year
ended May 31, 1997, as amended;
2. The Company's Transition Report on Form 10-K, as
amended, for the period June 1, 1997 to December 31,
1997;
3. The Company's Quarterly Reports on Form 10-Q for the
quarters ended August 31, 1997, as amended, November
30, 1997, as amended, March 31, 1998, June 30, 1998 and
September 30, 1998.
4. The Company's Current Reports on Form 8-K dated
September 10, 1997, December 22, 1997 and March 13,
1998; and
5. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed
February 21, 1996 pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports
filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
subsequent to the date hereof and prior to the filing of a post-
effective amendment indicating that all securities offered
pursuant to this Registration Statement have been sold or
deregistering all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
I-1<PAGE>
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
The Company hereby undertakes to provide without charge to
each person who has received a copy any of the prospectuses to
which this Registration Statement relates, upon the written or
oral request of any such person, a copy of any or all the
documents that have been or may be incorporated by reference into
this Registration Statement, other than exhibits to such
documents (unless such exhibits are incorporated therein by
reference). Written or telephone requests for such copies should
be directed to the Company's principal executive office:
Platinum Entertainment, Inc., 2001 Butterfield Road, Downers
Grove, Illinois 60515, Attention: Douglas C. Laux, Secretary
(telephone: 630-769-0033).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article Nine of the Company's Third Amended and Restated
Certificate of Incorporation provides that the Company shall
indemnify its officers and directors to the fullest extent
permitted by the Delaware General Corporation Law including those
circumstances in which indemnification would otherwise be
discretionary, except that the Company shall not be obligated to
indemnify any such person (i) with respect to proceedings, claims
or actions initiated or brought voluntarily by any such person
and not by way of defense or (ii) for any amounts paid in
settlement of an action indemnified against by the Company
without the prior written consent of the Company. With the
approval of its stockholders, the Company has entered into
indemnity agreements with each of its directors and certain of
its officers. These agreements may require the Company, among
other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or
service as directors or officers, to advance expenses to them as
they are incurred, provided that they undertake to repay the
amount advanced if it is ultimately determined by a court that
they are not entitled to indemnification, and to obtain
directors' and officers' liability insurance if available on
reasonable terms.
In addition, Article Ten of the Company's Certificate of
Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director,
I-2<PAGE>
except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derives an improper
personal benefit.
Reference is made to Section 145 of the General Corporation
Law of the State of Delaware which provides for indemnification
of directors and officers in certain circumstances.
Under a policy of insurance, the Company is entitled to be
reimbursed for certain indemnity payments it is required or
permitted to make to its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1*Third Amended and Restated Certificate of Incorporation
of the Company, as amended, incorporated herein by
reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
November 30, 1997 filed with the Commission on January
14, 1998 (the _ November 1997 10-Q_).
4.2*Amended and Restated Bylaws of the Company, as amended,
incorporated by reference to Exhibit 3.2 to the
November 1997 10-Q.
4.3*Specimen stock certificate representing Common Stock,
incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, as
amended, Registration No. 33-80357 (the _ IPO
Registration Statement_ ).
4.4*Platinum Entertainment, Inc. 1993 Stock Option Plan,
incorporated herein by reference to Exhibit 10.7 to the
IPO Registration Statement.
4.5*Amended and Restated Platinum Entertainment, Inc. 1995
Employee Incentive Compensation Plan, incorporated by
reference to Appendix A to the Company's proxy
statement dated September 13, 1996 for the annual
meeting of stockholders held on October 8, 1996.
4.6*Platinum Entertainment, Inc. Amended and Restated 1995
Directors' Stock Option Plan, incorporated herein by
reference to Appendix B to the Company's proxy
statement dated December 2, 1997 for the annual meeting
of stockholders held on December 12, 1997 (the
_ December 1997 Proxy Statement_).
4.7*Platinum Entertainment, Inc. 1997 Employee Stock
I-3<PAGE>
Purchase Plan, incorporated by reference to Appendix A
to the December 1997 Proxy Statement.
5 Opinion of Katten Muchin & Zavis as to legality of the
shares of Common Stock being offered under the Plans.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
23.2 Consent of Katten Muchin & Zavis (included in their
opinion filed as Exhibit 5 herein).
24 Power of Attorney (included on the signature page of
this Registration Statement).
__________________
* Incorporated herein by reference.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
I-4<PAGE>
by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
2. The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company and affiliated
companies pursuant to the provisions described in Item 6 above,
or otherwise, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
I-5<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Downers Grove, State of Illinois, on this 9th day of December,
1998.
PLATINUM ENTERTAINMENT, INC.
By: /s/ STEVEN DEVICK
Steven Devick
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Steven Devick and Douglas C. Laux, and each of them,
his true and lawful attorneys-in-fact and agents, with full power
of substitution, to sign on his behalf, individually and in each
capacity stated below, all amendments and post-effective
amendments to this Registration Statement on Form S-8 and to file
the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission
under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as each might or could do in person, hereby
ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on December 9, 1998.
Signature Title
/s/ STEVEN DEVICK Chairman, President and Chief
Executive Officer (principal
executive officer)
Steven Devick
/s/ DOUGLAS C. LAUX Chief Financial Officer
(principal financial officer) and
Director
Douglas C. Laux
/s/ DAVID BAUMAN Director
David Bauman
/s/ MICHAEL P. CULLINANE Director
Michael P. Cullinane
/s/ CRAIG J. DUCHOSSIS Director
I-6<PAGE>
Craig J. Duchossois
/s/ ANDREW J. FILIPOWSKI Director
Andrew J. Filipowski
/s/ CARL D. HARNICK Director
Carl D. Harnick
/s/ GEOFFREY HOLMES Director
Geoffrey Holmes
/s/ PUAL L. HUMENANSKY Director
Paul L. Humenansky
/s/ ROBERT J. MORGADO Director
Robert J. Morgado
/s/ MARK J. SCHWARTZ Director
Mark J. Schwartz
I-7<PAGE>
INDEX TO EXHIBITS
Exhi Description Seque
bits ntial
Page
No.
5 Opinion of Katten Muchin & Zavis as to legality of
the shares of Common Stock being offered under the
Plans.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
23.2 Consent of Katten Muchin & Zavis (included in their
opinion filed as Exhibit 5 herein).
24 Power of Attorney (included on the signature page
of this Registration Statement).
I-8<PAGE>
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 W. Monroe, Suite 1600
Chicago, Illinois 60661 (312)
902-5200
December 9, 1998
Platinum Entertainment, Inc.
2001 Butterfield Road
Suite 1400
Downers Grove, Illinois 60515
Ladies and Gentlemen:
We have acted as counsel for Platinum Entertainment, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-8
(the "Registration Statement") for the registration for sale
under the Securities Act of 1933, as amended, of a total of
6,144,000 shares of the Company's common stock, $.001 par value
(the "Common Stock"), which may be issued pursuant to the
Platinum Entertainment, Inc. 1993 Stock Option Plan, Platinum
Entertainment, Inc. 1997 Employee Stock Purchase Plan, Platinum
Entertainment, Inc. Amended and Restated 1995 Directors Stock
Option Plan and the Platinum Entertainment, Inc. Amended and
Restated 1995 Employee Incentive Compensation Plan (collectively
referred to herein as the "Plans").
In connection with this opinion, we have examined and relied
upon originals or copies of, certified or otherwise identified to
our satisfaction, the following:
1. The Registration Statement;
2. The Third Amended and Restated Certificate of
Incorporation of the Company, as amended;
3. The Amended By-Laws of the Company, as amended;
4. Resolutions duly adopted by the Board of Directors of
the Company relating to the adoption and amendment of
the Plans;
5. The Plans;
6. Certificates of public officials, certificates of
officers, representatives and agents of the Company,
and we have assumed that all of the representations
contained therein are accurate and complete; and
I-9<PAGE>
7. Such other instruments, documents, statements and
records of the Company and others as we have deemed
relevant and necessary to examine and rely upon for the
purpose of this opinion.
In connection with this opinion, we have assumed the
accuracy and completeness of all documents and records that we
have reviewed, the genuineness of all signatures, the
authenticity of the documents submitted to us as originals and
the conformity to authentic original documents of all documents
submitted to us as certified, conformed or reproduced copies. We
have further assumed that all natural persons involved in the
transactions contemplated by the Registration Statement (the
"Offering") have sufficient legal capacity to enter into and
perform their respective obligations and to carry out their roles
in the Offering.
Based upon the foregoing, we are of the opinion that the
6,144,000 shares of Common Stock issuable under the Plans, when
issued and delivered by the Company in accordance with the terms
of the Plans, will be validly issued, fully paid and
nonassessable securities of the Company.
Our opinion expressed above is limited to the laws of the
State of Illinois, the laws of the United States of America and
the General Corporation Law of the State of Delaware, and we do
not express any opinion herein concerning any other law. In
addition, we express no opinion herein concerning any statutes,
ordinances, administrative decisions, rules or regulations of any
county, town, municipality or special political subdivision
(whether created or enabled through legislative action at the
federal, state or regional level). This opinion is given as of
the date hereof and we assume no obligation to advise you of
changes that may hereafter be brought to our attention. This
opinion is solely for the information of the addressee hereof and
is not to be quoted in whole or in part or otherwise referred to,
nor is it to be filed with any governmental agency or any other
person without our prior written consent. In connection
therewith, we hereby consent to the use of this opinion for
filing as Exhibit 5 to the Registration Statement. No one other
than the addressee hereof is entitled to rely on this opinion.
This opinion is rendered solely for the purposes of the Offering
and should not be relied upon for any other purpose.
Very truly yours,
/S/ KATTEN MUCHIN & ZAVIS
Doc #:CH02 (65591-00001) 888263v1;12/2/1998/Time:10:47<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the1993 Stock
Option Plan, Amended and Restated 1995 Director's Stock Option
Plan, Amended and Restated 1995 Employee Incentive Compensation
Plan and the1997 Employee Stock Purchase Plan of Platinum
Entertainment, Inc. of our reports dated May 20, 1998 (except for
Note 9, as to which the date is July 31, 1998) and August 29
,1997 with respect to the consolidated financial statements and
schedules of Platinum Entertainment, Inc. incorporated by
reference in its Annual Report Form 10-K/ A and 10-K for the
seven months ended December 31, 1997 and the year ended May 31,
1997, respectively, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chicago, Illinois
December 9, 1998<PAGE>
