<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
REGISTRATION NO. 333-
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
LODGENET ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4841 46-0371161
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
</TABLE>
808 WEST AVENUE NORTH
SIOUX FALLS, SOUTH DAKOTA 57104
(605) 330-1330
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ERIC R. JACOBSEN
VICE PRESIDENT, GENERAL COUNSEL
LODGENET ENTERTAINMENT CORPORATION
808 WEST AVENUE NORTH
SIOUX FALLS, SOUTH DAKOTA 57104
(605) 330-1330
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
COPIES TO:
<TABLE>
<S> <C>
Gregg F. Vignos, Esq. Daniel G. Bergstein, Esq.
Courtney M. Lynch, Esq. Thomas R. Pollock, Esq.
Pillsbury Madison & Sutro LLP Paul, Hastings, Janofsky & Walker
P.O. Box 7880 399 Park Avenue
San Francisco, California 94120 Thirty-First Floor
New York, New York 10022
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
-------------------
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, 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/ 333-3586
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>
TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
CLASS OF SECURITIES TO BE OFFERING AGGREGATE OF REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PRICE PER SHARE OFFERING PRICE(3) FEE(4)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share.............................. 230,000 Shares $13.00 $2,990,000 $1,031
</TABLE>
(1) Includes 30,000 shares of Common Stock that the Underwriters have the option
to purchase to cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 3,450,000 shares for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share is based on the proposed
offering price for the shares of the Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by LodgeNet Entertainment Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") hereby incorporates by
reference the contents of the Registration Statement on Form S-1 (File No.
333-3586) relating to the offering of up to 3,450,000 Shares of Common Stock of
the Company filed on April 16, 1996, as amended by Amendment No. 1 filed on
April 30, 1996.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,031 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on May 24, 1996); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on May 24, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sioux Falls, State of
South Dakota, on the 22nd day of May, 1996.
LODGENET ENTERTAINMENT CORPORATION
By /s/ TIM C. FLYNN
-------------------------------------------
Tim C. Flynn
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
- - ---------------------------------------- -------------------- ----------------
President and Chief
/s/ TIM C. FLYNN Executive Officer
- - ---------------------------------------- (Principal May 22, 1996
Tim C. Flynn Executive Officer)
and Director
Vice President --
* Finance (Principal
- - ---------------------------------------- Financial and May 22, 1996
Jeffrey T. Weisner Accounting Officer)
*
- - ---------------------------------------- Director May 22, 1996
David Austad
*
- - ---------------------------------------- Director May 22, 1996
Lawrence Flinn, Jr.
*
- - ---------------------------------------- Director May 22, 1996
Richard R. Hylland
*
- - ---------------------------------------- Director May 22, 1996
R.F. Leyendecker
*
- - ---------------------------------------- Director May 22, 1996
Scott C. Petersen
*By: /s/ TIM C. FLYNN
-----------------------------------
Tim C. Flynn
ATTORNEY-IN-FACT
<PAGE>
LODGENET ENTERTAINMENT CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
- - ----------- -------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
5.1 Opinion of Pillsbury Madison & Sutro LLP....................................................
23.1 Consent of Independent Public Accountants...................................................
23.2 Consent of Pillsbury Madison & Sutro LLP (included in the opinion filed as Exhibit 5.1).....
</TABLE>
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
POST OFFICE BOX 7880
SAN FRANCISCO, CA 94120
May 22, 1996
LodgeNet Entertainment Corporation
808 West Avenue North
Sioux Falls, SD 57104
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel for LodgeNet Entertainment Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 230,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the Company, of
which 230,000 authorized but heretofore unissued shares (including 30,000 shares
subject to the underwriters' over-allotment option) are to be offered and sold
by the Company. In this regard we have participated in the preparation of a
Registration Statement on Form S-1 relating to such 230,000 shares of Common
Stock. (Such Registration Statement, as amended, is herein referred to as the
"Registration Statement.")
We are of the opinion that the shares of Common Stock to be offered and sold
by the Company have been duly authorized and, when issued and sold by the
Company in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the Company, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
/S/ PILLSBURY MADISON & SUTRO LLP
--------------------------------------
Pillsbury Madison & Sutro LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-1 of LodgeNet Entertainment Corporation of our reports and to all
the references to our Firm included in the Registration Statement on Form S-1
of LodgeNet Entertainment Corporation (No. 333-3586).
/s/ ARTHUR ANDERSEN LLP
----------------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
May 22, 1996
