<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 2000
REGISTRATION NO. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
MEDIA ARTS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0354419
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
---------------------------------------
521 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(Address of Principal Executive Offices including Zip Code)
---------------------------------------
MEDIA ARTS GROUP, INC.
1998 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
---------------------------------------
CRAIG FLEMING COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER ORA T. FISHER, ESQ.
MEDIA ARTS GROUP, INC. LATHAM & WATKINS
521 CHARCOT AVENUE 135 COMMONWEALTH DRIVE
SAN JOSE, CALIFORNIA 95131 MENLO PARK, CALIFORNIA 94025
(408) 324-2020 (650) 328-4600
--------------------------------------------------------------
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------------------------
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<CAPTION>
---------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
Common Stock, par value $.01 per share 2,300,000 $5.25 $12,075,000 $3,187.80
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
</TABLE>
(1) This registration statement shall also cover any additional shares of
common stock which become issuable under the Media Arts Group, Inc. 1998
Stock Incentive Plan (the "Plan") by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
outstanding shares of common stock of Media Arts Group, Inc. (the
"Company").
(2) Estimated solely for the purpose of calculating the registration fee (i)
pursuant to Rule 457(h) on the basis of a weighted average exercise
price per share of outstanding options for an aggregate of 1,298,500
shares at $5.56 per share, and (ii) pursuant to Rule 457(c) for the
remaining 1,001,500 shares registered hereunder based on the average
($4.84375) of the high ($4.875) and low ($4.8125) prices for the
Registrant's common stock as reported on the New York Stock Exchange on
October 30, 2000.
Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
================================================================================
Total Pages 4
Exhibit Index Appears on Page 2
<PAGE>
On December 3, 1998, Media Arts Group, Inc. filed with the Securities and
Exchange Commission a Registration Statement on Form S-8 (File No. 333-68301)
relating to shares of common stock to be offered and sold under the plan set
forth on the cover page of this Registration Statement, and the contents of that
prior Registration Statement are incorporated in this Registration Statement by
reference.
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<CAPTION>
ITEM 8. EXHIBITS
<S> <C>
5.1 Opinion of Latham & Watkins.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (included in the signature page to the
Registration Statement).
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 San Jose, State of California, on October 30, 2000.
MEDIA ARTS GROUP, INC.
By: /s/ Craig Fleming
--------------------------------------------
Craig Fleming, President and Chief Executive
Officer (Principal Executive Officer)
By: /s/ Michael J. Catelani
--------------------------------------------
Michael J. Catelani, Vice President of Finance
(Principal Financial and Accounting Officer)
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Timothy S. Guster and Craig Fleming, and each 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same 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 any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ CRAIG FLEMING President and Chief Executive Officer October 30, 2000
------------------------------------- (Principal Executive Officer)
Craig Fleming
/S/ MICHAEL J. CATELANI Vice President of Finance (Principal October 30, 2000
------------------------------------- Financial and Accounting Officer)
Michael J. Catelani
/S/ KENNETH E. RAASCH Chairman October 30, 2000
-------------------------------------
Kenneth E. Raasch
/S/ MICHAEL L. KILEY Director October 30, 2000
-------------------------------------
Michael L. Kiley
/S/ THOMAS KINKADE Director October 30, 2000
-------------------------------------
Thomas Kinkade
/S/ NORMAN A. NASON Director October 30, 2000
-------------------------------------
Norman A. Nason
/S/ W. MICHAEL WEST Director October 30, 2000
-------------------------------------
W. Michael West
/S/ RAYMOND A. PETERSON Director October 30, 2000
-------------------------------------
Raymond A. Peterson
/S/ HERBERT D. MONTGOMERY Director October 30, 2000
-------------------------------------
Herbert D. Montgomery
/S/ ANTHONY D. THOMOPOULOUS Director October 30, 2000
-------------------------------------
Anthony D. Thomopoulous
</TABLE>
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