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As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 33- 97764
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MAXIS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 94-3128369
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
2121 N. CALIFORNIA BOULEVARD, SUITE 600
WALNUT CREEK, CA 94596-3572
(510) 933-5630
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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1995 EMPLOYEE STOCK PURCHASE PLAN
1993 STOCK OPTION PLAN
1995 STOCK PLAN
(Full title of the Plans)
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RUTH A. KENNEDY
SECRETARY
MAXIS, INC.
2121 N. CALIFORNIA BOULEVARD, SUITE 600
WALNUT CREEK, CA 94596-3572
(510) 933-5630
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
MARK E. BONHAM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
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Registration Statement No. 33-97764 (the "Registration Statement")
covered an aggregate of 953,135 shares of Common Stock, $.0001 par value ("Maxis
Common Stock"), of Maxis, Inc., a Delaware corporation ("Maxis"), consisting of
an aggregate of 121,738 shares offered for resale by the selling stockholders
named in the prospectus contained therein and an aggregate of 831,397 shares
issuable by the Company pursuant to the following plans on a delayed or
continuous basis: the 1995 Employee Stock Purchase Plan, the 1993 Stock Option
Plan and the 1995 Stock Plan.
On July 25, 1997, pursuant to the terms of an Agreement and Plan of
Reorganization, dated as of June 4, 1997 (the "Merger Agreement"), by and among
Electronic Arts Inc., a Delaware corporation ("Electronic Arts"), Village
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Electronic Arts ("Merger Sub") and Maxis, Maxis became a wholly owned subsidiary
of Electronic Arts and each share of Maxis Common Stock (other than dissenters'
shares and shares owned by Electronic Arts or any direct or indirect wholly
owned subsidiary of Electronic Arts or Maxis) was converted into 0.3644 shares
of the Common Stock, par value $0.01 per share, of Electronic Arts. In
connection with this transaction, Maxis has filed a Certification and Notice of
Termination of Registration under 12(g) of the Securities Exchange Act of 1934
to terminate the registration of Maxis Common Stock.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act") and the undertaking contained in the Registration Statement
pursuant to Item 512(a)(3) of Regulation S-K under the Act, Maxis hereby removes
from registration the shares of Maxis Common Stock that remain unsold as of the
date hereof.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Walnut Creek, California, on July 28, 1997.
MAXIS, INC.
By: /s/ RUTH A. KENNEDY
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Ruth A. Kennedy
Secretary
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