<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1998.
Registration No. 33-87944
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
7TH LEVEL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2480669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1110 East Collins Boulevard
Suite 122
Richardson, Texas 75081
(Address of Principal Executive Offices, including zip code)
AMENDED AND RESTATED
1994 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN OF
7TH LEVEL, INC.
(Full title of the plan)
Richard S. Merrick
Chief Executive Officer
7th Level, Inc.
1110 East Collins Boulevard
Suite 122
Richardson, Texas 75081
(Name and address of agent for service)
(972) 498-8100
(Telephone number, including area code,
of agent for service)
Copy to:
Gerald Adler, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
<PAGE>
The Registrant hereby deregisters all 50,000 shares of Common Stock of the
Registrant issuable under the Amended and Restated 1994 Non-Employee Directors'
Stock Option Plan of 7th Level, Inc. and registered hereunder.
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson, State of Texas, on this 27th day of July,
1998.
7TH LEVEL, INC.
By: /s/ RICHARD S. MERRICK
--------------------------------------------
Richard S. Merrick
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ MERV ADELSON Director July 22, 1998
- --------------------------------
Merv Adelson
/s/ JAMES A. CANNAVINO Director July 23, 1998
- --------------------------------
James A. Cannavino
/s/ ROBERT ALAN EZRIN Vice Chairman of the Board and July 22, 1998
- -------------------------------- Director
Robert Alan Ezrin
/s/ RICHARD S. MERRICK Chief Executive Officer and July 27, 1998
- -------------------------------- Director (Principal Executive
Richard S. Merrick Officer)
/s/ CURT MARVIS President July 22, 1998
- --------------------------------
Curt Marvis
/s/ TIMOTHY J. CAHILL Chief Operating Officer and July 22, 1998
- -------------------------------- Executive Vice President
Timothy J. Cahill
/s/ DONALD SCHUPAK Chairman of the Board of July 27, 1998
- -------------------------------- Directors (Principal Financial
Donald Schupak Officer)
/s/ CAROLYN ROMINGER Controller July 27, 1998
- --------------------------------
Carolyn Rominger
