<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 333-05437
================================================================================
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
-----------------
YES! ENTERTAINMENT CORPORATION
(Exact name of Registrant as specified in its charter)
-----------------
Delaware 94-3165290
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3875 Hopyard Road, Suite 375, Pleasanton, California 94588
(Address of Registrants's Principal Executive Offices) (Zip Code)
-----------------
1992 Stock Option Plan
1995 Stock Option Plan, as amended
1995 Director Option Plan
(Full title of the Plans)
-----------------
Bruce D. Bower, Esq.
Executive Vice President, General Counsel and
Secretary
YES! ENTERTAINMENT CORPORATION
3875 Hopyard Road, Suite 375
Pleasanton, California 94588
(510) 847-9444
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
-----------------
Copy to:
Richard J. Char, Esq.
Debra B. Rosler, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share(2) Offering Price(2) Fee
===============================================================================================================
<S> <C> <C> <C> <C>
See below. * N/A* N/A* N/A* N/A*
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement No. 333-05437,
therefore, no further registration fee is required.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to the Registration
Statement on Form S-8 (File No. 333-05437) (the "Registration Statement") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "1933 Act") by YES! Entertainment Corporation, a Delaware corporation
("YES! Delaware" or the "Registrant"), which is the successor to YES!
Entertainment Corporation, a California corporation ("YES! California"),
following a statutory merger effective on October 25, 1996 (the "Merger") for
the purpose of changing YES! California's state of incorporation. Prior to the
Merger, YES! Delaware had no assets or liabilities other than nominal assets or
liabilities. In connection with the Merger, YES! Delaware succeeded by
operation of law to all of the assets and liabilities of YES! California. The
Merger was approved by the shareholders of YES! California at a meeting for
which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
Except as modified by this Amendment, YES! Delaware, by virtue of this
Amendment, expressly adopts the Registration Statement as its own registration
statement for all purposes of the 1993 Act and the 1934 Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, filed pursuant to Section 13 of the Exchange Act.
2. The Registrant's Report on Form 10-Q for the quarterly period ended
March 31, 1996, filed pursuant to Section 13 of the Exchange Act.
3. The Registrant's Report on Form 10-Q for the quarterly period ended
June 30, 1996, filed pursuant to Section 13 of the Exchange Act.
4. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 20, 1995,
filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") which was declared effective on
June 7, 1995.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold under this
registration statement, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company's Certificate of Incorporation limits the liability
of directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation, or (iv) for any transaction
from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that
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indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Company's Bylaws also permit the Company
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity, regardless
of whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its
directors and officers, in addition to indemnification provided for in the
Company's Bylaws. Subject to certain conditions, these agreements, among other
things, indemnify the Company's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Company, arising out of such person's services as a director or
officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the Company.
Reference is also made to Section 7 of the Underwriting Agreement
with GKN Securities Corp., indemnifying officers and directors of the Registrant
against certain liabilities. The Amended and Restated Registration Rights
Agreement dated as of June 17, 1994 entered into by the Registrant and certain
holders (the "Holders") of its Common and Preferred Stock, provides for cross-
indemnification of the Holders and of the Registrant, its officers and directors
for certain liabilities arising under the Securities Act or otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referenced in Item 15 of this
Registration Statement 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 Securities 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 hereunder, 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 Securities Act and will be governed by
the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. INDEX TO EXHIBITS.
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<CAPTION>
Exhibit
Number Description of Document
- -------------- -----------------------------------------------------------
<C> <S>
4.1(1) Certificate of Incorporation of Registrant.
4.2(2) Bylaws of Registrant.
23.1 Consent of Ernst & Young LLP, independent auditors (see page
II-6).
</TABLE>
- --------------
(1) Incorporated by reference to Exhibit 3.1 filed with the Registrants'
Registration Statement on Form 8-B filed with the Securities and Exchange
Commission on October 31, 1996.
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrants'
Registration Statement on Form 8-B filed with the Securities and Exchange
Commission on October 31, 1996.
ITEM 9. 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, represent 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
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-4
<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 Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton,
State of California, on this 31st day of October 1996.
YES! ENTERTAINMENT CORPORATION
By: /s/ BRUCE D. BOWER
-------------------------------
Bruce D. Bower
Executive Vice President,
General Counsel and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 has been
signed by the following persons on October 31, 1996, in the capacities
indicated.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
* Donald D. Kingsborough Chairman of the Board and Chief Executive
- ----------------------------- Officer (Principal Executive Officer)
DONALD D. KINGSBOROUGH
* Sol Kershner Chief Financial Officer (Principal Financial and
- ----------------------------- Accounting Officer)
SOL KERSHNER
* David C. Costine Director
- -----------------------------
DAVID C. COSTINE
* Esmond T. Goei Vice Chairman of the Board
- -----------------------------
ESMOND T. GOEI
* Michael J. Marocco Director
- -----------------------------
MICHAEL J. MAROCCO
* Gary L. Nemetz Director
- -----------------------------
GARY L. NEMETZ
</TABLE>
*By: /s/ BRUCE D. BOWER
--------------------------------
Bruce D. Bower, Attorney-in-Fact
II-5
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement (Form S-8 No. 333-05437), pertaining to the
1992 Stock Option Plan, the 1995 Stock Option Plan, as amended and the 1995
Director Option Plan of YES! Entertainment Corporation, of our report dated
February 28, 1996, with respect to the consolidated financial statements and
schedule of YES! Entertainment Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
October 25, 1996
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