<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999
REGISTRATION NO. 333-69595
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PLATINUM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3802328
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification Number)
2001 BUTTERFIELD ROAD, DOWNERS GROVE ILLINOIS 60515, (630) 769-0033
(Address of Principal Executive Offices including Zip Code)
STEVEN DEVICK
2001 BUTTERFIELD ROAD, SUITE 1400
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
(312) 902-5200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 333-69595
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
REGISTERED PER SHARE (1) PRICE (1)
<S> <C> <C> <C> <C>
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Common Stock, $.001 par 103,817 shares See Footnote 1 $707,253 $141
value per share Below
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 on the basis of the average
of the high and low prices of the Common Stock as reported on the Nasdaq
National Market on April 8, 1999.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") by Platinum Entertainment, Inc. (the
"Company") pursuant to Rule 462 (b) promulgated under the Securities Act of
1933, as amended. This Registration Statement hereby incorporates by
reference the contents of the Company's Registration Statement on Form S-3
(Registration No. 333-69595), relating to the offering of up to $7,812,534 in
proposed maximum aggregate offering price of the Company's Common Stock, par
value $.001 per share.
This Registration Statement amends the selling stockholder table by
replacing PLATINUM technology International, inc.'s beneficial ownership
information and adding two new stockholders.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP PRIOR TO OFFERING NUMBER BENEFICIAL OWNERSHIP AFTER OFFERING (2)
-------------------------------------- OF SHARES ---------------------------------------
NUMBER OF SHARES PERCENT OFFERED (1) NUMBER OF SHARES PERCENT
---------------- ------- ----------- ---------------- -------
<S> <C> <C> <C> <C> <C>
PLATINUM technology
International, inc. 128,438 (3)(4) 1.9 128,438 - -
Donald R. Johnson 20,000 (5) * 20,000 - -
FS Affiliate, L.P. 8,571 (6) * 8,571 - -
</TABLE>
__________________
* Less than 1%.
(1) Represents the maximum number of shares that may be sold by each of the
additional selling stockholders pursuant to this statement.
(2) Assumes the additional selling stockholders sell all of their shares
pursuant to this statement. The additional selling stockholders may sell
all or part of their shares.
(3) Represents shares issued to this selling stockholder in transactions exempt
from the registration requirements of the Securities Act for consulting
services rendered from September 1998 through April 1999.
(4) Mr. Filipowski, a director of the Company, is the Chief Executive Officer
and President of PLATINUM technology International, inc. In such capacity,
Mr. Filipowski may be deemed a beneficial owner of Common Stock held by
PLATINUM technology International, inc. Mr. Filipowski disclaims
beneficial ownership of the Common Stock of the Company held by PLATINUM
technology International, inc.
(5) Represents shares issued to this selling stockholder pursuant to a
Settlement and Mutual Release Agreement, dated March 31, 1999, between the
Company and this selling stockholder.
(6) Represents shares issued to this selling stockholder pursuant to a Third
Amendment to Credit Agreement, dated April 14, 1999, between the Company
and First Source Financial, L.P., the Company's financial lender.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements
for filing on Form S-3 and we have duly caused this Amendment No. 2 to the
Registration Statement to be signed on our behalf by the undersigned,
thereunto duly authorized, in the City of Downers Grove, State of Illinois,
on April 14, 1999.
Platinum Entertainment, Inc.
By: /s/ STEVEN DEVICK
-----------------
Steven Devick
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, as
amended, this amendment to the Registration Statement was signed by the
following persons in the capacities and on April 14, 1999.
Signature Title
- -------------------------- ----------------------------------------
/s/ STEVEN DEVICK Chairman, President and Chief Executive
- -------------------------- Officer
Steven Devick
* Chief Operating Officer, Chief Financial
- -------------------------- Officer and Director
Douglas C. Laux
* Director
- --------------------------
David Bauman
* Director
- --------------------------
Michael P. Cullinane
* Director
- --------------------------
Craig J. Duchossois
* Director
- --------------------------
Andrew J. Filipowski
* Director
- --------------------------
Carl D. Harnick
* Director
- --------------------------
Geoffrey Holmes
* Director
- --------------------------
Paul L. Humenansky
* Director
- --------------------------
Robert J. Morgado
* Director
- --------------------------
Mark J. Schwartz
*By: /s/ STEVEN DEVICK
-----------------
Steven Devick
3
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INDEX TO EXHIBITS
Exhibit
Number
-------
23.1 Consent of Ernst & Young LLP.
4
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CONSENT OF INDEPENDENT AUDITORS
We consent to the use 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, in the Post-Effective Amendment No. 1 to
the Registration Statement (Form S-3 No. 333-69595) and related Prospectus of
Platinum Entertainment Inc. for the registration of 103,817 shares of its
common stock.
ERNST & YOUNG LLP
Chicago, Illinois
April 14, 1999
