As filed with the Securities and Exchange Commission on July 29, 1997
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HOLLYWOOD ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
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Oregon 7841 93-0981138
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification Number)
of incorporation)
25600 SW PARKWAY CENTER DRIVE, WILSONVILLE, OREGON 97070
(503) 570-1600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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DONALD J. EKMAN
Senior Vice President and General Counsel
HOLLYWOOD ENTERTAINMENT CORPORATION
25600 SW Parkway Center Drive
Wilsonville, Oregon 97070
(503) 570-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert J. Moorman
Peter J. Bragdon
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204
(503) 224-3380
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.
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. [X]
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. [ ] ____
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of each class Proposed maximum Proposed maximum
of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (2) 1,000,000 $ 21.00 $ 21,000,000 $6,364
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The calculation
of the registration fee is based on the average of the high and low price
for the Common Stock on July 24, 1997 as reported on the Nasdaq National
Market.
(2) Consists of Common Stock issuable by the Registrant upon the exercise of
Warrants.
</TABLE>
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
HOLLYWOOD ENTERTAINMENT CORPORATION
1,000,000 Shares of Common Stock
The common stock (the "Common Stock") of Hollywood Entertainment
Corporation ("Hollywood Entertainment" or the "Company") offered hereby (the
"Shares") will be sold by the Company upon the exercise of certain warrants to
purchase an aggregate of 1,000,000 shares of Common Stock (the "Warrants"). The
expiration date for the Warrants is _______, 1998. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market under the symbol
"HLYW." On ____________, 1997, the last sale price for the Common Stock as
reported on the Nasdaq National Market was $__ per share. The exercise price for
the Warrants is $____ per share.
See "Risk Factors" on page 4 for a discussion of certain risks related to
an investment in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. This Prospectus does not constitute an offering in any
jurisdiction in which such offering may not lawfully be made.
--------------
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the respective dates as to which information
has been given herein.
--------------
The date of this Prospectus is ____________, 1997.
<PAGE>
THE COMPANY
Hollywood Entertainment owns and operates 661 video retail superstores in
33 states as of June 30, 1997 and is the second largest video retailer in the
United States. The Company was incorporated in Oregon in June 1988; its
executive offices are located at 25600 SW Parkway Center Drive, Wilsonville,
Oregon 97070, and its telephone number is (503) 570-1600.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") are incorporated in this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (and Amendment No. 1 on Form 10-K/A);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed under Section 12 of the
Exchange Act, dated July 15, 1993, including any amendment or report
updating such description.
All reports and other documents subsequently filed by the Company pursuant
to sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports and other information with the
Commission. The Company has also filed with the Commission a Registration
Statement under the Securities Act of 1933 with respect to the shares of Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to the Company and the shares of Common
Stock offered hereby, reference is made to such Registration Statement, exhibits
and schedules. Statements contained in this Prospectus as to the contents of any
document are not necessarily complete, and in each instance reference is made to
the copy of such document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. A copy of
the Registration Statement and the reports and other information filed pursuant
to the Exchange Act may be inspected and copied at the offices of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048
and 1400 Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of all or any part of the Registration Statement and the reports and
other information filed pursuant to the Exchange Act may be
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<PAGE>
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 upon the payment of the fees prescribed by the Commission. The Commission
maintains an Internet Web Site at http://www.sec.gov.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the documents incorporated by reference, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
therein. Requests shall be directed to Hollywood Entertainment Corporation,
25600 SW Parkway Center Drive, Wilsonville, Oregon 97070, Attention: Mr. Donald
J. Ekman, Senior Vice President and General Counsel (telephone number (503)
570-1600). The information relating to the Company contained in this Prospectus
does not purport to be comprehensive and should be read together with the
information contained in the documents incorporated by reference herein.
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<PAGE>
RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating the Company and its business before purchasing any of the shares of
Common Stock offered hereby.
Uncertain Ability To Achieve and Manage Planned Expansion
The Company's future performance will depend on its ability to open new
stores and to operate these stores profitably. The Company has grown from 25
stores in two states at the end of 1993 to 661 stores in 33 states at June 30,
1997. The Company opened 110 new stores in the six months ended June 30, 1997
and plans to open approximately 240 new stores in the second half of 1997 and
approximately 400 new stores in 1998. While the Company has identified all sites
for the balance of the 350 planned store openings in 1997 and has signed leases
for most of these locations, it has not yet specifically identified most sites
for the 1998 openings. The Company will continue to open stores in markets where
it has limited or no operating history. Additionally, the Company has been
decreasing the size of its acceptable trade areas primarily through the
increased opening of stores in small markets with populations under 40,000
people. The Company has a limited operating history in these smaller markets and
may experience lower than anticipated revenue and operating results. The
Company's expansion is dependent on a number of factors, including its ability
to hire, train and assimilate management and store-level employees, the adequacy
of the Company's financial resources and the Company's ability to identify and
successfully compete in new markets, to locate suitable store sites and
negotiate acceptable lease terms and to adapt its purchasing, management
information and other systems to accommodate expanded operations.
In July 1997 the Company commenced an offering of $200 million aggregate
principal amount of senior subordinated notes (the "Notes") and executed a
commitment letter to enter into a new $300 million credit agreement with Societe
Generale, DLJ Capital Funding, Inc. and Goldman Sachs Credit Partners L.P. (the
"New Credit Facility"). The Company believes the amounts available for borrowing
under the New Credit Facility and the proceeds of the offering of the Notes will
be sufficient to fund its expansion through at least 1999. If the New Credit
Facility is not established, or the offering of the Notes is not successful, the
Company will need to obtain additional financing to achieve its expansion goals.
The Company's expansion is also dependent on the timely fulfillment by landlords
and others of their contractual obligations to the Company, the maintenance of
construction schedules and the speed at which local zoning and construction
permits can be obtained. There is no assurance that the Company will be able to
achieve its planned expansion or that expansion will be profitable. There is
also no assurance that the Company's new stores will achieve sales and
profitability comparable to the Company's existing stores.
The size of the Company's store base and the geographic scope of its
operations have expanded significantly over the last several years. This
expansion has placed and is expected to continue to place increasing pressure on
the Company's operating and management controls. The Company has hired a
significant number of additional senior management and other personnel to manage
this larger store base and has reorganized its operations into four geographic
zones, each of which is managed by a senior officer with responsibility for
store operations and new store development in the zone. This operating structure
is in the early stages of implementation, and there is no assurance it will be
effective for managing the Company's
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<PAGE>
expanding operations. In addition, to manage its larger store base and planned
expansion, the Company will need to continually evaluate the adequacy of its
financial controls, management information systems and distribution facilities.
There is no assurance that the Company will adequately anticipate or respond to
all of the changing demands that its planned expansion will impose on its
infrastructure.
Dependence on Key Personnel; Recent Management Additions
The Company's future performance depends on the continued contributions of
certain key management personnel, including Mark J. Wattles, its founder, Chief
Executive Officer and principal shareholder. To support its planned expansion,
the Company has added a substantial number of senior management personnel. There
is no assurance that the Company will retain these new members of management or
that they will be able to successfully manage the Company's existing operations
or achieve its expansion plans. The Company's continued growth and profitability
also depend on its ability to attract and retain other management personnel,
including qualified store managers.
Competition and Technological Obsolescence
The video retail industry is highly competitive. The Company competes with
other local, regional and national video retail stores, including the
Blockbuster Entertainment division of Viacom, Inc. ("Blockbuster"), the dominant
video retailer in the U.S., and with supermarkets, pharmacies, convenience
stores, bookstores, mass merchants, mail order operations and other retailers,
as well as with noncommercial sources such as libraries. According to the Video
Software Dealers Association, in 1996 there were approximately 27,000 video
specialty stores in the U.S. The Company believes approximately 7,200 of these
stores were video retail superstores. Some of the Company's competitors have
significantly greater financial and marketing resources, market share and name
recognition than the Company. Substantially all of the Company's stores compete
with stores operated by Blockbuster, most in very close proximity. As a result
of direct competition with Blockbuster, rental pricing of videocassettes may
become a more significant competitive factor in the Company's business, which
could have an adverse impact on the results of the operations of the Company.
The Company also competes with cable, satellite and pay-per-view cable
television systems, in which subscribers pay a fee to see a movie selection by
the subscriber. Existing pay-per-view services offer a limited number of
channels and movies and are available only to households with a direct broadcast
satellite receiver or a cable converter to unscramble incoming signals. Digital
compression technology and other developing technologies are expected eventually
to permit cable companies, direct broadcast satellite companies, telephone
companies and other telecommunications companies to transmit a much greater
number of movies to homes at more frequently scheduled intervals throughout the
day on demand. Certain cable and other telecommunications companies have tested
and are continuing to test movie on demand services in some markets.
Technological advances or changes in the manner in which movies are marketed,
including in particular the earlier release of movie titles to pay-per-view,
including direct broadcast satellite, cable television or other distribution
channels, could make these technologies more attractive and economical, which
could have a material adverse effect on the business of the Company.
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<PAGE>
Risks Associated with Increased Indebtedness
Upon completion of the offering of the Notes and the execution of the New
Credit Facility, the Company will have significant amounts of outstanding
indebtedness and interest cost. The Company's level of indebtedness presents
risks to investors, including the possibility that the Company may be unable to
generate cash sufficient to pay the principal of and interest on the
indebtedness when due. The Company's ability to make principal and interest
payments on the Notes will be dependent on the Company's future operating
performance, which is itself dependent on a number of factors, many of which are
out of the Company's control. These factors include prevailing economic
conditions and financial, competitive, regulatory and other factors affecting
the Company's business and operations, and may be dependent on the availability
of borrowings. Although the Company believes, based on current levels of
operations, its cash flow from operations, together with other sources of
liquidity, will be adequate to make required payments of principal and interest
on its debt, whether at or prior to maturity, finance anticipated capital
expenditures and fund working capital requirements, there is no assurance in
this regard. If the Company does not have sufficient available resources to
repay any indebtedness when it becomes due and payable, the Company may find it
necessary to refinance indebtedness, and there is no assurance that refinancing
will be available, or available on reasonable terms.
Additionally, the Company's level of indebtedness could have a material
adverse effect on the Company's future operating performance, including, but not
limited to, the following: (i) a significant portion of the Company's cash flow
from operations will be dedicated to debt service payments, thereby reducing the
funds available to the Company for other purposes; (ii) the Company's ability to
obtain additional financing in the future for working capital, capital
expenditures, acquisitions or general corporate purposes or other purposes may
be impaired; (iii) the Company's leverage may place the Company at a competitive
disadvantage; (iv) the Company's leverage may limit its ability to expand and
otherwise meet its growth objectives; and (v) the Company's leverage may hinder
its ability to adjust rapidly to changing market conditions and could make it
more vulnerable in the event of a downturn in general economic conditions or its
business.
Upon the occurrence of a change of control of the Company, the Company may
be required to purchase all or a portion of the Notes then outstanding at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase. Prior to commencing such an
offer to purchase, the Company may be required to (i) repay in full all
indebtedness of the Company that would prohibit the repurchase of the Notes, or
(ii) obtain any consent required to make the repurchase. If the Company is
unable to repay all of such indebtedness or is unable to obtain the necessary
consents, the Company will be unable to offer to purchase the Notes and will be
in default under the indenture related to the Notes.
Fluctuations in Future Operating Results
Future operating results may be affected by many factors, including
variations in the number and timing of store openings, the performance of new or
acquired stores, the quality and number of new release titles available for
rental and sale and the expense associated with the acquisition of new release
titles, acquisitions by the Company of existing video stores, changes in
comparable store revenue, additional and existing competition, marketing
programs, weather, special or unusual events, seasonality and other factors that
may affect retailers in general. In addition, any concentration of new store
openings and the related new store pre-
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opening costs near the end of a fiscal quarter could have an adverse effect on
the financial results for that quarter and could, in certain circumstances, lead
to fluctuations in quarterly financial results.
Control by Principal Shareholder
As of June 30, 1997 the Company's founder, Mark J. Wattles, beneficially
owned approximately 30% of the outstanding Common Stock of the Company. As a
result, he may be able effectively to control all matters requiring approval by
the shareholders of the Company, including the election of directors.
Possible Volatility of Stock Price
The market price of the Company's Common Stock has fluctuated substantially
since the initial public offering of the Company in July 1993. There is no
assurance that the market price of the Common Stock will not decline below the
price to the holders of Warrants in this offering. The Common Stock is traded on
the Nasdaq National Market, which market has experienced and is likely to
experience in the future significant price and volume fluctuations that could
adversely affect the market price of the Common Stock without regard to the
operating performance of the Company. The Company believes factors such as
quarterly fluctuations in financial results, announcements of new technologies
in movie distribution or announcements by the Company or competitors may cause
the market price of the Common Stock to fluctuate, perhaps substantially. These
factors, as well as general economic conditions such as recessions or high
interest rates, may adversely affect the market price of the Common Stock.
Shares Eligible for Future Sale
Sale of a substantial number of shares of the Common Stock in the public
market following this offering could adversely affect the market price for the
Common Stock. As of June 30, 1997 approximately 11,000,000 shares are eligible
for sale pursuant to Rule 144 under the Securities Act. Of these shares, a
substantial number have been or are expected to be pledged as collateral to
secure obligations of the pledgor. To the extent the lenders are required to
sell these shares to satisfy the pledgor's obligations a substantial number of
shares would enter the public market, which could adversely affect the market
price of the Common Stock.
Possible Adverse Effect of Issuance of Preferred Stock; Anti-Takeover Effect of
Oregon Law
The Board of Directors of the Company has authority to issue up to
25,000,000 shares of Preferred Stock and to fix the rights, preferences,
privileges and restrictions of those shares without any further vote or action
by the shareholders. The potential issuance of Preferred Stock may have the
effect of delaying, deferring or preventing a change in control of the Company,
may discourage bids for the Common Stock at a premium over the market price of
the Common Stock and may adversely affect the market price of, and the voting
and other rights of the holders of, Common Stock. In addition, certain
provisions of Oregon law could make it more difficult for a party to gain
control of the Company.
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<PAGE>
USE OF PROCEEDS
The Company will receive approximately $__________ in net proceeds from the
exercise of the Warrants, after deducting expenses estimated at $_____________.
These proceeds will be used for general corporate purposes.
PLAN OF DISTRIBUTION
The Shares will be issued subject to the terms and conditions of a Warrant
Agreement, dated _________, 1997, between the Company and ____________________
as Warrant Agent. The following description of the Warrants is not complete and
is qualified in all respects by reference to the Warrant Agreement.
Each Warrant entitles the holder to purchase one share of Common Stock at
any time following the date of this Prospectus and before _________, 1998 for
$__ per share. The number and kind of securities or other property for which the
Warrants are exercisable are subject to adjustments in the event of stock
dividends or distributions, stock splits, capital reorganizations or
reclassifications or merger or consolidation or sale of the Company. All
Warrants not exercised will expire at 5:20 P.M. Pacific Time, on _______, 1998.
Holders of Warrants will not, as such, have any of the rights of shareholders of
the Company.
The Warrants may be exercised by completing and signing the appropriate
Warrant Certificate and mailing or delivering the Warrant Certificate to the
Warrant Agent in time to reach the Warrant Agent by the expiration date,
accompanied by payment in full of the exercise price for the Warrants being
exercised in lawful money of the United States of America (in cash or by
certified check or official bank draft payable to the order of the Company).
Common Stock certificates will be issued as soon as practicable after exercise
and payment of the exercise price as described above.
In certain cases, the sale of securities by the Company upon exercise of
the Warrants would violate the securities laws of the United States, certain
states thereof or other jurisdictions. The Company has agreed to use its best
efforts to cause a registration statement to continue to be effective during the
term of the Warrants with respect to such sales under the Securities Act of
1933, and to take such action under the laws of various states as may be
required to cause the sale of securities upon exercise to be lawful. The
Company, however, will not be required to honor the exercise of Warrants if, in
the opinion of the Board of Directors of the Company, on advice of counsel, the
sale of securities upon such exercise would be unlawful.
EXPERTS
The financial statements of Hollywood Entertainment Corporation for the
year ended December 31, 1994 incorporated herein by reference into this
Prospectus have been audited by Coopers & Lybrand L.L.P., independent
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.
The financial statements as of December 31, 1995 and 1996 and for the years
then ended incorporated in this Prospectus by reference to the Annual Report on
Form 10-K of Hollywood Entertainment Corporation for the year ended December 31,
1996 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Stoel Rives LLP, Portland, Oregon.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
Company in connection with the offer and sale of the Common Stock being
registered. All amounts are estimates except the registration fee and the NASD
filing fee.
Registration fee................................. $ 6,364
Nasdaq listing fee............................... $17,500
Accounting fees and expenses..................... $ 5,000
Legal fees and expenses.......................... $ 5,000
Transfer agent and registrar fee................. $ 1,500
Miscellaneous.................................... -------
Total....................................... $35,364
=======
Item 15. Indemnification of Officers and Directors
Article IV of the Company's 1993B Restated Articles of Incorporation (the
"Articles") requires indemnification of current or former directors or nominees
for director ("directors") of the Company to the fullest extent not prohibited
by the Oregon Business Corporation Act (the "Act"). The effects of the Articles
and the Act (the "Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any action, suit or proceeding (other than an action by or in
the right of the Company) against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred, if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Company, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The
termination of an action, suit or proceeding by judgment, order,
settlement, conviction or plea of nolo contendere does not, of itself,
create a presumption that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any action or suit by or in the right of the Company against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company,
except that no right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to indemnification as
a matter of right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
Article IV of the Articles provides that the Company will advance to a
director the expenses incurred in defending any action, suit or proceeding in
advance of its final disposition if the director affirms in good faith that he
or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced if it
is determined that the person did not meet the required standard of conduct.
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Article V of the Articles provides that the Company may, in the discretion
of the Board of Directors, indemnify officers, employees and agents to the same
extent that directors are entitled to indemnification.
The Company may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or directors or otherwise.
Item 16. Exhibits
(a) Exhibits
3.1 1993B Restated Articles of Incorporation; incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-63042 (the "1993 S-
1")
3.2 Bylaws; incorporated by reference to Exhibit 3.2 to the 1993
S-1
4.1 See Article II of Exhibit 3.1 and Articles I and V of Exhibit
3.2
5.1 Opinion of Stoel Rives LLP
23.1 Consent of Coopers & Lybrand L.L.P.; see page II-6
23.2 Consent of Price Waterhouse LLP; see page II-7
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Powers of Attorney; see page II-4
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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,
represents a fundamental change in the information set forth in the 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)(1)(i) and (a)(1)(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 by the
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registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each new 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on July 29, 1997.
HOLLYWOOD ENTERTAINMENT CORPORATION
By MARK J. WATTLES
--------------------------------------
Mark J. Wattles
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the following
capacities on July 29, 1997.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Mark J. Wattles, Donald J. Ekman, Forrest
Mark Wolfinger and Douglas A. Gordon or any one of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments (whether pre-effective or post-effective) to
this Registration Statement and any registration statement for the same offering
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same with all exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto each of 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Signature Title
--------- -----
MARK J. WATTLES
- -------------------------------- Chairman of the Board, President and Chief
Mark J. Wattles Executive Officer
(Principal Executive Officer)
FORREST MARK WOLFINGER
- -------------------------------- Chief Financial Officer
Forrest Mark Wolfinger (Principal Financial and Accounting Officer)
DONALD J. EKMAN
- -------------------------------- Senior Vice President, General Counsel and
Donald J. Ekman Director
II-4
<PAGE>
JAMES N. CUTLER, JR.
- -------------------------------- Director
James N. Cutler, Jr.
RICHARD A. GALANTI
- -------------------------------- Director
Richard A. Galanti
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
3.1 1993B Restated Articles of Incorporation; incorporated by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form
S-1, Registration No. 33-63042 (the "1993 S-1")
3.2 Bylaws; incorporated by reference to Exhibit 3.2 to the 1993 S-1
4.1 See Article II of Exhibit 3.1 and Articles I and V of Exhibit 3.2
*5.1 Opinion of Stoel Rives LLP
23.1 Consent of Coopers & Lybrand LLP; see page II-6
23.2 Consent of Price Waterhouse LLP; see page II-7
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Powers of Attorney; see page II-4
- --------------
* To be filed by amendment
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P
We consent to the incorporation by reference in this Registration Statement
on Form S-3, of our report dated February 14, 1995, except for Note 3 as to
which the date is March 29, 1995, on our audits of the financial statements of
Hollywood Entertainment Corporation for the year ended December 31, 1994, which
report appears in the Annual Report on Form 10-K for the year ended December 31,
1996 of Hollywood Entertainment Corporation. We also consent to the references
to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P
Portland, Oregon
July 28, 1997
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 20, 1997, except as to Note 11, which is dated as of March 15, 1997,
appearing on page F-1 of Hollywood Entertainment Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Portland, Oregon
July 25, 1997
