<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996
REGISTRATION NO. 33-91408
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 4
ON FORM S-3
TO
FORM S-1
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 (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3875 HOPYARD ROAD, SUITE 375
PLEASANTON, CALIFORNIA 94588
(510) 847-9444
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRUCE D. BOWER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
3875 HOPYARD ROAD, SUITE 375
PLEASANTON, CALIFORNIA 94588
(510) 847-9444
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RICHARD J. CHAR, ESQ.
DEBRA B. ROSLER, ESQ.
WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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. [_] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
DATE OF COMMENCEMENT OF SALE TO THE PUBLIC: JUNE 7, 1995
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 4 (the "Amendment") on Form S-3
is being filed to amend and update Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 (File No. 33-91408) (the "Registration
Statement") filed on July 1, 1996, and originally filed on June 7, 1995 pursuant
to Rule 424(b) under the Securities Act of 1993, as amended (the "1933 Act").
The Prospectus contained herein is to be used by certain securityholders for the
resale of the "Conversion Note Common Stock" issued by the Company in connection
with the conversion of approximately $1.4 million of convertible subordinated
promissory notes.
This Amendment is also being filed pursuant to Rule 414 under the 1993
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 Statements as its own registration
statements for all purposes of the 1933 Act and the 1934 Act.
<PAGE>
PROSPECTUS
YES! ENTERTAINMENT CORPORATION
320,729 SHARES OF COMMON STOCK
This Prospectus relates to 320,729 shares of Common Stock (the "Conversion
Note Common Stock") issued to certain securityholders by the Company in
connection with the conversion of approximately $1.4 million of convertible
subordinated promissory notes.
Pursuant to the Registration Statement of which this Prospectus is a part,
the Company completed an initial public offering of 2,875,000 shares of Common
Stock and warrants to purchase 2,875,000 shares of Common Stock. In connection
with the initial public offering, the Company also granted the Underwriters a
Purchase Option to purchase 250,000 shares of Common Stock and warrants
exercisable for an additional 250,000 shares of Common Stock. Unless the
context otherwise requires, the term "this Offering" herein refers to the
Company's firm commitment initial public offering.
All of the Conversion Note Common Stock covered by this Prospectus is being
sold by certain securityholders of the Company (the "Selling
Securityholders"). The Company will not receive any of the proceeds from the
sale of the Conversion Note Common Stock by the Selling Securityholders. See
"Principal and Selling Securityholders." The Company has covenanted to use its
best efforts to keep the Registration Statement of which this Prospectus is a
part effective in order to permit the resale of such Conversion Note Common
Stock. The Selling Securityholders may sell the Conversion Note Common Stock
from time to time in the over-the-counter market in regular brokerage
transactions, in transactions directly with market makers, in certain
privately-negotiated transactions, or through a combination of such methods at
fixed prices, which may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The Selling Securityholders may effect such
transactions by selling securities to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Securityholders or the purchase of Conversion
Note Common Stock from whom such broker-dealer may act as agent, or to whom
they sell as principal, or both (which compensation, as to a particular
broker-dealer, may be in excess of customer commissions). The Selling
Securityholders have agreed that no sale or distribution, other than as
disclosed herein, will be effected until after this Prospectus shall have been
appropriately amended or supplemented, if required, to set forth the terms
thereof. The Selling Securityholders have also agreed to give the Company
three trading days' notice of any proposed sale hereunder, and the Company may
under certain circumstances delay such proposed sale for a period not to
exceed 20 days.
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol YESS.
----------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS."
----------------
THE INFORMATION IN THIS PROSPECTUS IS AS OF THE DATE HEREOF. THE DELIVERY OF
THIS PROSPECTUS, UNDER ANY CIRCUMSTANCES, AT ANY TIME, DOES NOT IMPLY THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
November 19, 1996
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Post-Effective Amendment No. 4 to the Registration Statement
on Form S-1 (the "Registration Statement") under the Securities Act of 1993,
as amended (the "Securities Act"), with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock being offered,
reference is hereby made to such Registration Statement and the exhibits and
schedules thereto, which may be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at its principal office referred to above and at the Commission's
regional offices at 13th Floor, Seven World Trade Center, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago,
Illinois 60601-2511.
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol YESS. Reports and other information concerning the Company may be
inspected at the National Association of Securities Dealers, Inc. located at
1735 K Street, N.W., Washington, D.C. 20006.
The Company intends to furnish to its shareholders annual reports containing
financial statements audited and reported on by its independent public
accounting firm and such other periodic reports as the Company may determine
to be appropriate or as may be required by law.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents heretofore filed by the
Company with the Commission (File No. 0-25916) under the Exchange Act are
incorporated herein by reference: (1) Annual Report on Form 10-K for the year
ended December 31, 1995; (2) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; (3) Quarterly Report on Form 10-Q for the quarter ended June 30,
1996; (4) Quarterly Report on Form 10-Q for the quarter ended September 30,
1996; (5) Proxy Statement for the Annual Meeting of Shareholders held on May 22,
1996; (6) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission under the
Exchange Act on April 20, 1995, which was declared effective on June 7, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents. The Company will provide without
charge to each person to whom this Prospectus is delivered, a copy of any and
all of such documents which are incorporated herein by reference (exclusive of
exhibits unless such exhibits are specifically incorporated by reference
herein), upon written request to YES! Entertainment Corporation, 3875 Hopyard
Road, Suite 375, Pleasanton, California 94588, to the attention of the
Secretary (telephone number (510) 847-9444).
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information and the
consolidated financial statements (including the notes thereto) incorporated
by reference in this Prospectus. Each prospective investor is urged to read
this Prospectus in its entirety.
YES! and Comes to Life Books are registered trademarks of YES! Entertainment
Corporation. V-Link, Yak Bak, Yak Bak 2, Yak Bak SFX, YES! Gear, Mega Mouth,
Power Penz, and T.R.A.P.S. are trademarks of the Company. This Prospectus also
includes trade names of the Company and trade names and trademarks, including
registered trademarks, of other companies.
THE COMPANY
YES!(R) Entertainment Corporation ("YES!" or the "Company") develops,
manufactures and markets toys and other entertainment products, including a
variety of interactive and educational products. YES! applies innovative
technology available in other industries to design products that are fun for
children and build on their natural creativity. Most of YES!'s products target
children between the ages of two and twelve, a market of over 45 million in
North America, although certain of the Company's products, in particular
V-Link(TM), target the teen market.
YES! has introduced several lines of products since it was founded in
December 1992. A substantial portion of the Company's current products are
marketed under the YES! Gear(TM) brand. YES! Gear is comprised of the
Company's Yak Bak(TM), Mega Mouth(TM) and Power Penz(TM) lines of products.
These products, which include both children's electronic and audio products
together with functional toys, are designed to appeal to kids eight to twelve
years of age with their high impact design and unique play activities. The
Company also markets a number of interactive published products. These include
Comes to Life Books(R), an audio player and line of books with embedded audio
disks, that allows pre and early-readers to "read" along as the characters in
the books read their story to the child. The Company also markets a line of
electronic learning products under a license from Nickelodeon(R), the popular
children's television network.
In 1996, the Company has introduced and expects to commence sales of a number
of new product lines for children. These include the Mrs. Fields(R) Baking
Factory, a toy oven in which children can prepare for their family cookies,
muffins and brownies using delicious mixes developed in conjunction with the
Mrs. Fields Development Corporation, and T.R.A.P.S.(TM), a line of remotely
activated pranks and sound effects. The Company also expects to directly address
the teen market for the first time with a new line of communication products
marketed under the name V-Link (TM), which is designed to be a short-range,
toll-free radiophone system that includes voice-messaging, conference call and
private conversation features.
YES! was incorporated in California in September 1992 and began operations in
November 1992. The Company changed its state of incorporation to Delaware in
October 1996. The Company generated net revenues of $55.7 million, $36.4 million
and $25.9 million in 1995, 1994 and 1993, respectively. The Company has incurred
operating losses from its inception through the quarter ended June 30, 1995 and
had an accumulated deficit of approximately $38.8 million at September 30, 1996.
3
<PAGE>
The Company's initial public offering of Common Stock occurred in June 1995
at which time the Company's Common Stock and Redeemable Common Stock Purchase
Warrants issued in connection with the initial public offering ("IPO
Warrants") commenced trading on the Nasdaq SmallCap Market. The Company's
Common Stock and IPO Warrants were included on the Nasdaq National Market in
November 1995. All of the outstanding IPO Warrants were exercised in December
1995 and January 1996 at an exercise price of $4.00 per share. Pursuant to the
exercise of the IPO Warrants, the Company raised approximately $19.8 million.
The Company's executive offices are located at 3875 Hopyard Road, Pleasanton,
California 94588 and its telephone number is (510) 847-9444.
4
<PAGE>
RISK FACTORS
The securities offered hereby are speculative in nature and involve a high
degree of risk. Accordingly, in analyzing an investment in there securities,
prospective investors should carefully consider, along with the other matters
referred to herein, the following risk factors. No investor should participate
in this Offering unless such investor can afford the loss of his or her entire
investment.
Limited Operating History; History of Losses; Accumulated Deficit. The Company
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has a short operating history, having commenced operation in November 1992 and
shipped its first product in July 1993. Although the Company has achieved
approximately $168 million in cumulative net sales through September 30, 1996,
the Company incurred substantial operating losses in 1993 and 1994 and at
September 30, 1996 had an accumulated deficit of approximately $38.8 million.
While the Company achieved an operating profit in 1995, future profitability is
dependent upon the Company's ability to successfully and timely introduce,
finance and manufacture its new products, successfully market its existing
products and collect trade receivables in a timely manner.
Dependence on 1996 Products. In 1996, the Company has introduced and expects to
- ---------------------------
commence sales of a number of new product lines, such as the V-Link and the Mrs.
------ ----
Fields(R) Baking Factory. In addition, the Company also expects to expand its
- ------ --------------
existing product lines in 1996, particularly its YES! Gear line of products.
---------
Manufacturing of certain of these items, in particular V-Link, in commercial
------
quantities has not commenced or is just commencing. The Company expects that
completing the development and the manufacture of its 1996 product lines will
place great demands on management and other Company resources. In particular,
V-Link is a complicated consumer electronics product, and the Company expects it
- ------
will incur substantial expense in completing the manufacture of V-Link. If the
------
Company is not able to complete the development, tooling, manufacture and
successful marketing of its 1996 product lines, the Company's operating results
and financial condition would be materially adversely affected.
Dependence on YES! Gear. The majority of the Company's current product lines
- -----------------------
are sold under the YES! Gear brand. Within YES! Gear, the Company's Yak Bak
--------- -------
and Power Penz lines of products accounted for 62% and 15% of the Company's
----------
third quarter 1996 sales; the remaining YES! Gear products constituted 19% of
---------
the Company's sales in the third quarter of 1996. The Company expects the Yak
---
Bak products specifically and the YES! Gear product line generally to
- --- ---------
continue to account for a substantial percentage of the Company's business. In
addition, the Company is aware that a number of toy manufacturers are attempting
to duplicate the Company's success in this area of product by introducing
similar lines of products in 1996. While the Company believes it will compete
favorably with these new products on the basis of styling, quality, product
depth and promotional support, there can be no assurance that the sale of these
competitive products will not impact the sale of the YES! Gear product line,
---------
particularly on the basis of price.
Just in Time Inventory; Compressed Sales Cycles. Most of the Company's
- -----------------------------------------------
significant customers have adopted inventory management systems to track sales
of particular products and rely on reorders being filled rapidly by suppliers,
rather than maintaining large on-hand inventories to meet consumer demand. While
these systems reduce a retailer's investment in inventory, they increase
pressure on suppliers like the Company to fill orders promptly and shift a
significant portion of inventory risk to the supplier. In conjunction with an
apparent delay in the beginning of the holiday selling cycle in 1996 (caused to
a certain extent by the presidential election), the limited inventory carried by
the Company's customers may reduce or delay consumer sell through which in turn
could impair the Company's ability to obtain reorders of its product in
quantities necessary to permit the Company to achieve planned sales and income
growth. In addition, the Company may be required to incur substantial additional
expense to fill late reorders in order to ensure the product is available at
retail prior to Christmas; these may include drop-shipment expense and higher
advertising allowances which would otherwise be born by the Company's customers.
In the event that anticipated reorders do not materialize, the Company may also
incur increased inventory carrying costs.
Sales Concentration Risk. The Company's ten largest customers accounted for
- ------------------------
approximately 87%, 68% and 76% of net sales for the years ending December 31,
1995, 1994 and 1993, respectively. For the year ended December 31, 1995, the
Company's two largest customers, Wal-Mart Stores, Inc. and Toys "R" Us, Inc.,
each accounted for approximately 27% of net sales. For the year ended December
31, 1994, the same two customers accounted for approximately 21% and 14% of net
sales, respectively. Toys "R" Us, Inc. accounted for approximately 41% of net
sales in the year ended December 31, 1993. While the Company intends to expand
distribution to new accounts, the Company expects to continue to depend on a
relatively small number of customers for a significant percentage of its sales.
Significant reductions in sales to any one or more of the Company's largest
customers would have a material adverse effect on the Company's operating
results. Because orders in the toy industry are generally cancelable at any time
without penalty, there can be no assurance that present or future customers will
not terminate their purchase arrangements with the Company or significantly
change, reduce or delay the amount of products ordered from the Company. Any
such termination of a significant customer relationship or change, reduction or
delay in significant orders could have a material adverse effect on the
Company's operating results.
Price Protection; Stock Balancing; Reliance of Timely Payment. In connection
- -------------------------------------------------------------
with the introduction of new products, many companies in the toy industry
discount prices of existing products, provide for certain advertising allowances
and credits or give other sales incentives to their customers, particularly
their most significant customers. In addition, in order to address working
capital requirements, sales of inventory, changes in marketing trends and other
issues, many companies in the toy industry allow retailers to return slow-moving
products for credit, or if the manufacturer lowers the prices of its products,
to provide price adjustments for inventories on hand at the time the price
change occurs. The Company has made such accommodations in the past, and there
can be no assurance that the Company will not make accommodations such as stock
balancing, returns, other allowances or price protection adjustments to a
significant degree in the future. Any such accommodations by the Company in the
future could have a material adverse effect on the Company's operating results.
In addition, in the past certain of the Company's retail customers have delayed
payment beyond the date such payment is due. Delays in payments from retail
customers in the future could materially impact the Company's anticipated cash
flow to the detriment of the Company's business.
Short Product Cycles. Consumer preferences in the toy industry are continuously
- --------------------
changing and are difficult to predict. Few products achieve market acceptance,
and even when they do achieve commercial success, products typically have short
life cycles. There can be no assurance that (i) new products introduced by the
Company will achieve any significant degree of market acceptance, (ii)
acceptance, if achieved, will be sustained for any significant amount of time,
or (iii) such products' life cycles will be sufficient to permit the Company to
recover development, manufacturing, marketing and other costs associated
therewith. In addition, sales of the Company's existing product lines are
expected to decline over time, and may decline faster than expected unless
existing products are enhanced or new product lines are introduced. Failure of
new product lines to achieve or sustain market acceptance would have a material
adverse effect on the Company's operating results and financial condition.
International Business Risk. The Company relies exclusively either on foreign
- ---------------------------
distributors or foreign sales agents to market and sell the Company's products
outside the United States. Although the Company's international sales personnel
5
<PAGE>
work closely with its foreign distributors and foreign sales agents, the Company
cannot directly control such entities' sales and marketing activities and,
accordingly, cannot directly manage the Company's product sales in foreign
markets. With respect to sales made through a foreign sales agent, the Company
also must incur significant marketing expense and, for non-F.O.B. sales,
significant warehousing and inventory expense. A significant portion of these
expenses must be incurred prior to determining whether the Company's products
will be well received in that market and may not be recouped in the event the
sales in the market fall below the Company's expectations. In addition, the
Company's international sales may be disrupted by currency fluctuations or other
events beyond the Company's control, including political or regulatory changes.
Dependence on Manufacturing Facilities Based in People's Republic of China. The
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Company contracts for the manufacture of substantially all of its products with
entities based in Hong Kong whose manufacturing facilities are located in the
People's Republic of China. In 1997, Hong Kong will become a sovereign
territory of the People's Republic of China. While the People's Republic of
China has provided assurances that Hong Kong will be allowed to maintain
critical economic and tax policies, there can be no assurance that political or
social tensions will not develop in Hong Kong that would disrupt this process.
In addition, recent tensions in the Taiwan Straits between the People's Republic
of China and the Republic of China (Taiwan), and the United States' involvement
therein, could result either in a disruption in manufacturing in the China
mainland or in the imposition of tariffs or duties on Chinese manufactured
goods. Either event would have an adverse impact on the Company's ability to
obtain its products or on the cost of these products, respectively, such that
its operating results and financial condition would be materially adversely
affected.
Dependence on Restrictive Facility. The Company is dependent on the ARM
- ----------------------------------
Agreement with BNY Financial Corporation to meet its financial needs during
1996, due in large part to the seasonality of the Company's business whereby the
Company is required to finance the manufacture of a substantial portion of its
products in the summer and autumn but does not collect on the sale of these
products until the fourth quarter of that year and the first quarter of the
following year. Under the terms of the ARM Agreement, BNY Financial Corporation
has taken a first priority security interest in substantially all of the
Company' assets, including its intellectual property. The ARM Agreement also
contains a number of restrictive covenants, including covenants concerning the
requirement that Donald Kingsborough and Sol Kershner, the Company's Chief
Executive Officer and Chief Financial Officer, respectively, remain active in
the management of the Company. In the event the Company falls out of compliance
with the ARM Agreement, and BNY Financial Corporation does not provide financing
as contemplated, the Company may not be able to finance its operations, and its
operating results and financial condition would be materially adversely
affected.
6
<PAGE>
PRINCIPAL AND SELLING SECURITYHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the capital stock of the Company as of October 30, 1996
for (i) each person who is known by the Company to beneficially own more than
5% of the capital stock, (ii) each of the Company's directors, (iii) the Chief
Executive Officer of the Company and each of the four most highly compensated
executive officers, (iv) all directors and executive officers as a group and
(v) the Selling Securityholders.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
DIRECTORS, EXECUTIVE OFFICERS, FIVE OWNED(1) NUMBER OF
PERCENT ----------------- SHARES REGISTERED
SHAREHOLDERS AND SELLING SECURITYHOLDERS NUMBER PERCENT FOR RESALE (1)
---------------------------------------- --------- ------- -----------------
<S> <C> <C> <C>
Michael J. Marocco(2)..................... 1,358,101 9.5% --
Sandler Mezzanine Partners
Capital Cities Capital, Inc.(3)........... 1,120,797 8.0 --
Donald D. Kingsborough(4)................. 573,302 4.1 --
Gary L. Nemetz(5)......................... 560,328 4.0 114,546
Transition Capital Management Company
Orien II, L.P.(6)......................... 501,117 3.4 57,273
David C. Costine(7)....................... 448,107 3.2 57,273
Corporate Venture Partners, L.P.
Esmond T. Goei(8)......................... 276,846 2.0 --
Sol Kershner(9)........................... 119,225 * --
Patricia Root(10)......................... 62,599 * --
William Radin(11)......................... 37,616 * --
Bruce D. Bower(12)........................ 35,874 * --
All directors and executive officers as a
group (12 persons)(13)................... 3,471,998 23.1 --
A.M.A. Financial Corporation(14).......... 382,040 2.5 57,273
Sterling Grace Capital Management,
L.P.(15)................................... 225,184 1.5 34,364
</TABLE>
- --------
* Less than 1%.
(1) The number and percentage of shares beneficially owned is determined under
rules of the Securities and Exchange Commission (the "Commission"), and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as
to which the individual has sole or shared voting power or investment power
and also any shares which the individual has the right to acquire within 60
days of October 30, 1996 through the exercise of any stock option or other
right. Unless otherwise indicated in the footnotes, each person has sole
voting and investment power (or shares such powers with his or her spouse)
with respect to the shares shown as beneficially owned. The information
regarding principal shareholders of the Company's securities and
shareholders which are non-affiliates of the Company was obtained from
filings made with the Commission pursuant to Section 13(d) or 13(g) of the
Exchange Act and from information provided to the Company by the parties
named above.
(2) Includes 15,625 shares hold by Michael Marocco that are subject to options
exercisable within 60 days of October 30, 1996. Also includes 180,807,
61,518, 24,341, 71,685, 330,857 and 148,885 shares held by 21st Century
Communications Partners, L.P., 21st Century Communications T-E Partners,
L.P., 21st Century Communications Foreign Partners, L.P., Sandler Mezzanine
Foreign Partners, L.P., Sandler Mezzanine Partners, L.P. and Sandler
Mezzanine T-E Partners, L.P., respectively. Also includes 180,807, 61,517,
24,341, 10,753, 49,631 and 22,414 shares,
7
<PAGE>
respectively, subject to warrants exercisable within 60 days of October 30,
1996. Mr. Marocco, a Managing Director of Sandler Capital Management, with
which the above entities are affiliated, may be deemed to share voting and
dispositive power with regard to such shares. Mr. Marocco's and Sandler
Capital Management's business address is 767 Fifth Avenue, New York, New
York 10153.
(3) Includes 61,274 shares subject to warrants exercisable within 60 days of
October 30, 1996. Capital Cities Capital, Inc.'s business address is 77
West 66th Street, New York, New York 10023-6298. The Walt Disney Company,
which acquired Capital Cities Capital, Inc. (a wholly-owned subsidiary of
Capital Cities/ABC) on February 9, 1996, may be deemed to share voting and
dispositive power with regard to such shares.
(4) Includes (i) 162,684 shares subject to options exercisable within 60 days
of October 30, 1996 and (ii) 16,499 shares subject to warrants exercisable
within 60 days of October 30, 1996. Also includes 5,400 shares transferred
to Mr. Kingsborough's children. Excludes 19,998 shares held in trust for
Mr. Kingsborough's children, as to which Mr. Kingsborough disclaims
beneficial ownership.
(5) Includes 15,625 shares held by Gary Nemetz which are subject to options
exercisable within 60 days of October 30, 1996. Also includes 209,365,
180,055, 62,393 and 108,671 shares held by Transition Capital Management
Company, as Trustee, Gary Nemetz, as Trustee, Gary Nemetz and Admiral
Capital Corporation, as Trustee, respectively. Also includes 43,543, 33,552
and 15,417 shares held by Admiral Capital Corporation, as Trustee, Gary
Nemetz, as Trustee, and Transition Capital Management Company, as Trustee,
respectively, which are subject to warrants exercisable within 60 days of
October 30, 1996. Mr. Nemetz, who owns or controls the partnership
interests in Transition Capital Management Company, with which Admiral
Capital Corporation and Mr. Goei, who is also a director of the Company,
are affiliated, may be deemed to share voting and dispositive power with
regard to such shares.
(6) Includes 134,401 shares subject to warrants exercisable within 60 days of
October 30, 1996.
(7) Includes 15,625 shares subject to options exercisable within 60 days of
October 30, 1996. Also includes 70,490 shares subject to warrants
exercisable within 60 days of October 30, 1996. Mr. Costine, a general
partner of Costine Associates, L.P., which is the general partner of
Corporate Venture Partners, L.P., may be deemed to share voting and
dispositive power with regard to such shares.
(8) Includes 15,625 shares held by Edmond Goei which are subject to warrants
execisable within 60 days of October 30, 1996. Also includes 193,948 shares
held by Transition Capital Management Company, as Trustee, 28,170 shares
held by Mr. Goei and 21,538 shares held by Mr. Goei's wife. Also includes
15,417 and 816 shares held by Transition Capital Management Company, as
Trustee, and Evelyn Goei, as Trustee, respectively, which are subject to
warrants exercisable within 60 days of October 30, 1996. Mr. Goei is a
General Partner of Transition Ventures I, L.P., of which Transition Capital
Management Company is the Trustee. Mr. Goei and Mr. Nemetz, who is also a
director of the Company, may be deemed to share voting and dispositive
power with regard to such shares.
(9) Includes 57,812 shares subject to options exercisable within 60 days of
October 30, 1996.
(10) Includes 35,917 shares subject to options exercisable within 60 days of
October 30, 1996.
(11) Includes 37,616 shares subject to options exercisable within 60 days of
October 30, 1996.
(12) Includes 35,874 shares subject to options exercisable within 60 days of
October 30, 1996.
(13) Includes 392,403 shares subject to options exercisable within 60 days of
October 30, 1996 and 2,979,595 shares subject to warrants exercisable
within 60 days of October 30, 1996.
(14) Includes 115,114 shares subject to warrants exercisable within 60 days of
October 30, 1996. From December 1993 through August 1994, Abraham Gosman
served as a director of the Company, as a representative of A.M.A.
Financial Corporation.
(15) Includes 173,461, 30,020, 12,000 and 3,267 shares beneficially owned by
Sterling Grace Capital Management, L.P., Bank of Butterfield, Anglo
American Securities Fund, L.P. and Lola Grace, respectively. Of these
respective shares, 67,384, 18,156, 0 and 1,735 represent shares subject
to warrants exercisable within 60 days of October 30, 1996. John Grace,
President of Sterling Grade Capital Management, L.P., and his wife, Lola
Grace, may be deemed to have dispositive power over all these shares.
8
<PAGE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company is 50,000,000 shares, consisting
of 48,000,000 shares of Common Stock, par value $.001 ("Common Stock"), and
2,000,000 shares of preferred stock, par value $.001 ("Preferred Stock"). As of
October 30, 1996, 14,002,610 shares of Common Stock were outstanding. No shares
of Preferred Stock are outstanding as of the date hereof.
COMMON STOCK
The holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of shareholders.
Subject to preferences that may be applicable to any outstanding shares of
preferred stock, the holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available for the payment of dividends. The Company has not paid
cash dividends and has no present plans to do so. In the event of a
liquidation, dissolution or winding up of the Company, subject to the
liquidation preferences of preferred stock, the holders of Common Stock are
entitled to receive an amount equal to $0.01 per share of Common Stock, plus
any declared and unpaid dividends, in addition to being entitled to share
ratably in all assets remaining after payment of liabilities and liquidation
preferences of any then outstanding shares of preferred stock. Holders of
Common Stock have no preemptive rights or rights to convert their Common Stock
into any other securities. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock have
been duly authorized and validly issued and are fully paid and non-assessable.
PREFERRED STOCK
The Company's authorized shares of preferred stock may be issued in one or
more series, and the Board of Directors is authorized, without further action
by the stockholders, to designate the rights, preferences, limitations and
restrictions of and upon shares of each series, including dividend, voting,
redemption and conversion rights. The Board of Directors also may designate
par value, preferences in liquidation, and the number of shares constituting
any series. The Company believes that the availability of preferred stock
issuable in series will provide increased flexibility for structuring possible
future financings and acquisitions, if any, and in meeting other corporate
needs. It is not possible to state the actual effect of the authorization and
issuance of any series of preferred stock upon the rights of holders of Common
Stock until the Board of Directors determines the specific terms, rights, and
preferences of a series of preferred stock. However, such effects might
include, among other things, restricting dividends on the Common Stock,
diluting the voting power of the Common Stock, or impairing the liquidation
rights of such shares without further action by holders of the Common Stock.
In addition, under various circumstances, the issuance of preferred stock may
have the effect of facilitating, as well as impeding or discouraging, a
merger, tender offer, proxy contest, the assumption of control by a holder of
a large block of the Company's securities or the removal of incumbent
management. Issuance of preferred stock could also adversely effect the market
price of the Common Stock. The Company has no present plan to issue any shares
of preferred stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's securities is Continental
Stock Transfer & Trust Company, New York, New York, and its telephone number
is (212) 509-4000.
9
<PAGE>
DISTRIBUTION
RESALE OFFERING
This Prospectus relates to 320,729 shares of Common Stock (the "Conversion
Note Common Stock") issued to certain securityholders by the Company in
connection with the conversion of approximately $1.4 million of convertible
subordinated promissory notes.
Pursuant to the Registration Statement of which this Prospectus is a part,
the Company completed an initial public offering of 2,875,000 shares of Common
Stock and warrants to purchase 2,875,000 shares of Common Stock. In connection
with the initial public offering, the Company also granted the Underwriters a
Purchase Option to purchase 250,000 shares of Common Stock and warrants
exercisable for an additional 250,000 shares of Common Stock. Unless the
context otherwise requires, the term "this offering" herein refers to the
Company's firm commitment initial public offering.
The Company has covenanted to use its best efforts to keep the Registration
Statement of which this Prospectus is a part effective in order to permit the
eventual resale of the Conversion Note Common Stock. The holders of such
Conversion Note Common Stock may sell the securities from time to time after
such expiration or release on the Nasdaq National Market in regular brokerage
transactions, in transactions directly with market makers, in certain privately-
negotiated transactions, or through a combination of such methods at fixed
prices, which may be changed, at market prices prevailing at the time of sale or
at negotiated prices. The holders of such Conversion Note Common Stock may
effect such transactions by selling Conversion Note Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the holders of Conversion Note Common
Stock or the purchasers of Conversion Note Common Stock for whom such broker-
dealers may act as agent, or to whom they sell as principal, or both (which
compensation, as to a particular broker-dealer, may be in excess of customer
commissions).
The holders of Conversion Note Common Stock have advised the Company that no
sale or distribution, other than as disclosed herein, will be effected until
after the Resale Prospectus shall have been appropriately amended or
supplemented, if required, to set forth the terms thereof. The holders of
Conversion Note Common Stock have also agreed that if any holder of such
Registrable Securities shall propose to sell any Conversion Note Common Stock
pursuant to the Registration Statement, it shall notify the Company of its
intent to do so at least three full business days prior to such sale. At any
time within such period, the Company may refuse to permit the holder of such
Registrable Securities to resell any Conversion Note Common Stock pursuant to
the Registration Statement. In order to exercise this right, the Company must
deliver a certificate in writing to the holder of such Conversion Note Common
Stock to the effect that a delay in such sale is necessary because a sale
pursuant to such Registration Statement in its then-current form could
constitute a violation of the federal securities laws. In no event shall such
delay exceed ten trading days, provided that if, prior to the expiration of
such ten trading day period, the Company delivers a certificate in writing to
the holder of such securities to the effect that a further delay in such sale
beyond such ten trading day period is necessary because a sale pursuant to
such Registration Statement in its then-current form could constitute a
violation of federal securities laws, the Company may refuse to permit the
holder of such securities to resell any Conversion Note Common Stock pursuant
to the Registration Statement for an additional period not to exceed ten
trading days.
Upon receipt of the notice from the holder of Conversion Note Common Stock,
the Company shall deliver to such holder a current version of this Resale
Prospectus, appropriately amended to reflect such holder under the caption
"Principal and Selling Securityholders." No sale may be made by the holders of
Conversion Note Common Stock without delivery to the purchasers of such
Registrable Securities of a current version of this Resale Prospectus.
The holders of Conversion Note Common Stock, and any other persons who
participate in the sale of the Conversion Note Common Stock, may be deemed to
be "underwriters" as defined in the Act. Any commission paid or any discounts
or concessions allowed to such persons, and any profits received on resale of
the Conversion Note Common Stock, may be deemed to be underwriting discounts
and commissions under the Act.
10
<PAGE>
LEGAL MATTERS
Certain matters with respect to the legality of the issuance of the
Securities offered hereby have been passed upon for the Company by Wilson
Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo
Alto, California 94304. As of the date of this Prospectus, certain members,
employees and affiliates of Wilson Sonsini Goodrich & Rosati beneficially
owned an aggregate of 7,985 shares of Common Stock and warrants to purchase an
aggregate of 1,140 shares of Common Stock.
EXPERTS
The consolidated financial statements of YES! Entertainment Corporation
appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1995 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
11
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMA-
TION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITA-
TION OF AN OFFER TO BUY ANY SECURITY OTHER THAN SECURITIES OFFERED BY THIS PRO-
SPECTUS, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURI-
TIES BY ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS COR-
RECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
320,729 SHARES OF COMMON STOCK
YES! ENTERTAINMENT CORPORATION
----------------
PROSPECTUS
----------------
NOVEMBER 19, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. 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 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.
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.
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.
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 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------
1.1(1) Underwriting Agreement.
2.1(2) Agreement and Plan of Merger.
4.1(3) Certificate of Incorporation of Registrant.
4.2(3) Bylaws of Registrant.
4.3 Form of Registrant's Common Stock Certificate.
5.1(1) Opinion of Wilson Sonsini Goodrich & Rosati regarding legality of
the securities being issued.
23.1 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (see page II-3).
- ----------------
(1) Incorporated by reference to Exhibits 1.1 and 5.1, respectively, filed
with the Registrant's Registration Statement on Form S-1 (File No. 33-
91408), which became effective on June 7, 1995.
(2) Incorporated by reference to Exhibit 2.1 filed with the Registrant's
Registration Statement on Form 8-B (File No. 000-25916), which became
effective on November 5, 1996.
(2) Incorporated by reference to Exhibits 4.1 and 4.2, respectively, filed
with the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes, in accordance with the
following sections of Item 512 of Regulation S-K:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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;
(2) That, for the purpose of determining any liability under the
Securities Act, 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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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; and
(c) To deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is sent or given, the latest annual report,
to securityholders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 and Rule
14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the Prospectus, to deliver, or cause to be delivered to each person to whom
the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.
II-2
<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-3 AND HAS DULY CAUSED THIS POST-
EFFECTIVE AMENDMENT NO. 4 ON FORM S-3 TO REGISTRATION STATEMENT ON FORM S-1 TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF PLEASANTON, STATE OF CALIFORNIA, ON NOVEMBER 19, 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. 4 ON FORM S-3 TO REGISTRATION STATEMENT ON FORM S-1 HAS
BEEN SIGNED BY THE FOLLOWING PERSONS ON NOVEMBER 19, 1996 IN THE CAPACITIES
INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C>
Donald D. Kingsborough* Chairman of the Board and Chief Executive November 19, 1996
- ----------------------- Officer (Principal Executive Officer)
DONALD D. KINGSBOROUGH
Sol Kershner* Chief Financial Officer November 19, 1996
- ----------------------- (Principal Financial and Accounting Officer)
SOL KERSHNER
David C. Costine* Director November 19, 1996
- -----------------------
DAVID C. COSTINE
Esmond T. Goei* Vice Chairman of the Board November 19, 1996
- -----------------------
ESMOND T. GOEI
Michael J. Marocco* Director November 19, 1996
- -----------------------
MICHAEL J. MAROCCO
Gary L. Nemetz* Director November 19, 1996
- -----------------------
GARY L. NEMETZ
*By their Attorney-in-Fact:
/s/ Bruce D. Bower
- -----------------------
BRUCE D. BOWER
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1(1) Underwriting Agreement.
2.1(2) Agreement and Plan of Merger.
4.1(3) Certificate of Incorporation of Registrant.
4.2(3) Bylaws of Registrant.
4.3 Form of Registrant's Common Stock Certificate.
5.1(1) Opinion of Wilson Sonsini Goodrich & Rosati regarding legality of
the securities being issued.
23.1 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (see page II-3).
- --------------
(1) Incorporated by reference to Exhibits 1.1 and 5.1, respectively, filed
with the Registrant's Registration Statement on Form S-1 (File No. 33-
91408), which became effective on June 7, 1995.
(2) Incorporated by reference to Exhibit 2.1 filed with the Registrant's
Registration Statement on Form 8-B (File No. 000-25916), which became
effective on November 5, 1996.
(3) Incorporated by reference to Exhibits 4.1 and 4.2, respectively, filed
with the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
<PAGE>
EXHIBIT 4.3
[LOGO OF YES! APPEARS HERE]
COMMON STOCK COMMON STOCK
[Number] [Shares]
YES
Incorporated Under the Laws of See Reverse for Statements Relating
the State of California to Rights, Preferences,
Privileges and Restrictions, If Any
CUSIP 985834 10 0
THIS CERTIFIES THAT
IS THE OWNER OF
Fully Paid and Nonassessable Shares of the Common Stock of
YES! ENTERTAINMENT CORPORATION
(STATE OF INCORPORATION CHANGED TO DELAWARE)
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of Incorporation
and Bylaws of the Corporation and all amendments thereof to all of which the
holder by acceptance hereof assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Dated:
/s/ Bruce D. Bower /s/ Donald D. Kingsborough
------------------------- -------------------------
Secretary Chief Executive Officer
Countersigned and Registered:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
Transfer Agent and Registrar
By
-------------------------
Authorized Officer
<PAGE>
[REVERSE OF STOCK CERTIFICATE]
YES! ENTERTAINMENT CORPORATION
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares of stock of
the Corporation, and upon the holders thereof as established by the Articles of
Incorporation or by any certificate of determination of preferences, and the
number of shares constituting each series or class and the designations thereof,
may be obtained by the shareholder or the Corporation upon written request and
without charge from the Secretary of the Corporation at the principal office of
the Corporation.
The Corporation is authorized to issue Common Stock, no par value, and
Preferred Stock, no par value, which may be issued in one or more series. A
statement of the respective powers, designations, preferences and relative,
participating, optional or other special rights of the Common Stock and any such
series of Preferred Stock will be furnished without charge to the holder of
record of this certificate upon written request to the Secretary of the
Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
COM PROP - as common property
UNIF GIFT MIN ACT - _________________________ Custodian ________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act __________________________
(State)
UNIF TRF MIN ACT - _________________________ Custodian (until age ____________)
(Cust)
_________________________ under Uniform Transfers to Minors
(Minor)
Act _______________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
Please insert Social Security or other
Identifying number of Assignee
- --------------------------------------
- --------------------------------------
________________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated _______________________
X ________________________________________________
X ________________________________________________
Notice: The signature(s) to this assignment must
correspond with the name(s) as written upon the
face of the certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature(s) Guaranteed
By ________________________________________________________________
The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-13.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 4 on Form S-3 to the Registration Statement Form
S-1 No. 33-91408 and related Prospectus of YES! Entertainment Corporation for
the registration of 320,729 shares of its common stock issued in connection
with the conversion of Convertible Notes, and to the incorporation by
reference therein 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
San Jose, California
November 15, 1996
