<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1996
REGISTRATION NO. 33-91408
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 3
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)
CALIFORNIA 94-31652
- ------------------------------- --------------------------
(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
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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
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 on Form S-3 amends Post-Effective
Amendment No. 2 to the Registration Statement on Form S-1 which was filed with
the Securities and Exchange Commission on November 30, 1995 and originally filed
on June 7, 1995 pursuant to Rule 424(b) under the Securities Act of 1993, as
amended. The Prospectus contained herein is to be used by certain selling
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.
<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.
JULY 1, 1996
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Post-Effective Amendment No. 3 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) Proxy Statement for the Annual Meeting of Shareholders held
on May 22, 1996; (4) 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.
<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. Unless otherwise indicated, all information in this
Prospectus has been adjusted to reflect (i) the 1-for-15 reverse stock split of
the Common Stock ("Reverse Stock Split") effected in April 1995 and (ii) the
conversion of all outstanding Series A, B, C, D, and F Preferred Stock into
5,420,530 shares of Common Stock, in accordance with the Company's Articles of
Incorporation and after giving effect to the Reverse Stock Split ("Preferred
Stock Conversion"), which was effected on June 7, 1995.
YES! Entertainment Corporation, Comes to Life Book, Comes to Life,
T.R.A.P.S. and T.V. Teddy are registered trademarks of YES! Entertainment
Corporation. YES!, YES! Interactive Books, Princess of the Flowers, Travel
Traxx, Where Is It?, Sound Mixers, Sound Doodles, Pop 'N Hear, Listen To This,
Zoundies, Play-Along Stories, Yak Bak, Yak Bak 2, Yak Bak SFX and 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! 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.
YES! has introduced several lines of products since being 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. Yes! Interactive Books(TM), a line of books and
interactive playsets that encourage a love of books using proven play patterns,
and T.V. Teddy(R), a plush bear that interacts with encoded video programming.
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 expects to introduce 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, T.R.A.P.S.(R), a line of remotely activated pranks and sound
effects, and Pull Me Pals(TM), a line of plush toys with an extendible neck or
body (introduced in the spring of 1996). 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 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 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 $40.1
million at December 31, 1995.
<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 wholly-owned subsidiaries include YES! Entertainment
Products, Ltd., a Hong Kong corporation, Familywise, Inc., a California
corporation, and YES! Entertainment International, a Cayman Islands corporation.
In December 1992, the Company acquired substantially all of the assets of
Intelligy Corporation, a California corporation, but did not continue
Intelligy's principal business operations in any form. The Company's executive
offices are located at 3875 Hopyard Road, Pleasanton, California 94588 and its
telephone number is (510) 847-9444.
<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 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 $118 million in cumulative net sales through December
31, 1995, the Company incurred substantial operating losses in 1993 and 1994 and
at December 31, 1995 had an accumulated deficit of approximately $40 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 Baking Factory. In addition, the Company also expects to
expand its existing product lines in 1996, particularly its YES! Gear line of
products. The final development and tooling of many of these new product lines
and products has not been completed and manufacturing in commercial quantities
has not commenced. The Company expects that completing the development and
commencing the manufacture of its 1996 product lines will place great demands on
management and other Company resources. 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. In 1995, 47% of the Company's sales were
derived from the Company's Yak Bak line of products, and 58% were derived from
the Company's YES! Gear line of products (which also includes the Mega Mouth and
Power Penz products). The Company expects the Yak Bak line of products
specifically and YES! Gear 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
assurance that the sale of these competitive products will not impact the sale
of the YES! Gear line, particularly on the basis of price.
Dependence on Manufacturing Facilities Based in People's Republic of
China. The 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 may develop in Hong Kong that would disrupt this
process. In addition, recent tensions in the Taiwan Straits between the Peoples
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.
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
<PAGE>
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 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 Restrictive Facility. The Company has entered into an
Accounts Receivable Management and Security Agreement (the "ARM Agreement"),
with the BNY Financial Corporation. The Company is dependent on the ARM
Agreement 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's assets, including its
intellectual property. The ARM Agreement also contains a number of restrictive
covenants, including covenants concerning the requirement that Messrs.
Kingsborough and Kershner 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.
<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 June 25, 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 OWNED (1) NUMBER OF
DIRECTORS, EXECUTIVE OFFICERS, FIVE PERCENT ------------------------------ SHARES REGISTERED
SHAREHOLDERS AND SELLING SECURITYHOLDERS NUMBER PERCENT FOR RESALE
------------------------------------------- -------------- ------------- -----------------
<S> <C> <C> <C>
Michael J. Marocco(2)............................................... 1,342,476 8.9% --
Sandler Mezzanine Partners
Capital Cities Capital, Inc.(3)..................................... 1,120,797 7.4 --
Gary L. Nemetz(4)................................................... 508,940 3.4 114,546
Transition Capital Management Company
Orien II, L.P.(5)................................................... 501,117 3.4 57,273
David C. Costine(6)................................................. 432,482 2.9 57,273
Corporate Venture Partners, L.P.
Donald D. Kingsborough(7)........................................... 419,018 2.8 --
Esmond T. Goei(8)................................................... 258,935 1.7 --
Sol Kershner(9).................................................... 90,580 * --
Mark Bradlee(10).................................................... 59,450 * --
William Radin(11)................................................... 18,099 * --
Bruce D. Bower(12).................................................. 16,141 * --
All directors and executive officers as a group (12 persons)(13).... 3,182,092 21.0 --
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 June 25, 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
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 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 22,334 shares,
<PAGE>
respectively, subject to warrants exercisable within 60 days of June 25,
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
June 25, 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 193,948, 138,091, 50,658 and 33,951 shares held by Transition
Capital Management Company, as Trustee, Gary Nemetz, as Trustee, Admiral
Capital Corporation, and Admiral Capital Corporation, as Trustee,
respectively. Also includes 43,543, 33,332 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 June 25, 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.
(5) Includes 134,401 shares subject to warrants exercisable within 60 days of
June 25, 1996. From December 1993 through March 1995, Anthony Miadich
served as a director of the Company, on behalf of Orien II, L.P.
(6) Includes 70,490 shares subject to warrants exercisable within 60 days of
June 25, 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.
(7) Includes (i) 120,947 shares subject to options exercisable within 60 days
of June 25, 1996 and (ii) 16,499 shares subject to warrants exercisable
within 60 days of June 25, 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.
(8) Includes 193,948 shares held by Transition Capital Management Company, as
Trustee, 11,058 shares held by Mr. Goei, 8,500 shares jointly held by Mr.
Goei and his wife, and 28,538 shares held by Mr. Goei's wife. Also includes
15,417 and 1,332 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 June 25, 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. Excludes 9,252 shares held by Transtech
Capital Investments I, Ltd., which is managed by Transtech Venture
Management Pte. Ltd., a venture fund in which Mr. Goei owns a minority
interest and was previously an officer, and which holds 437 shares. Mr.
Goei disclaims beneficial ownership of all but 142 of such shares.
(9) Includes 29,167 shares subject to options exercisable within 60 days of
June 25, 1996.
(10) Includes 6,250 shares subject to options exercisable within 60 days of
June 25, 1996. Also includes 2,000 shares held in trust for Mr. Bradlee's
daughter.
(11) Includes 18,099 shares subject to options exercisable within 60 days of
June 25, 1996.
(12) Includes 16,008 shares subject to options exercisable within 60 days of
June 25, 1996.
(13) Includes 915,726 shares subject to options and warrants exercisable
within 60 days of June 25, 1996.
(14) Includes 115,114 shares subject to warrants exercisable within 60 days of
June 25, 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. From 1994 through February 1995, Andrew 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 June 25, 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.
<PAGE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company is 202,000,000 shares,
consisting of 200,000,000 shares of Common Stock, no par value, and 2,000,000
shares of preferred stock, no par value ("Preferred Stock"). As of June 25,
1996, 13,909,431 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 shareholders, 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.
<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 upon expiration
of or release from the lock-up agreements with the Underwriter. 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.
<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.
<PAGE>
===============================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN SECURITIES OFFERED BY
THIS PROSPECTUS, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES 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
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
__________________
320,729 SHARES OF COMMON STOCK
YES!
ENTERTAINMENT
CORPORATION
____________
PROSPECTUS
____________
JULY 1, 1996
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a corporation to
indemnify its directors, officers, employees or other agents in terms
sufficiently broad to permit indemnification (including reimbursement for
expenses incurred) under certain circumstances for liabilities arising under the
Securities Act. The Registrant's Articles of Incorporation, as amended, and
Bylaws, as amended, provided for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with its directors and several officers. 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 indemnification provision in the Bylaws and the indemnification
agreements entered into between the Registrant and its directors and executive
officers may be sufficiently broad to permit indemnification of the Registrant's
officers and directors for liabilities arising under the Securities Act.
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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- ---------------------------------------------------------------------------------------
<S> <C>
1.1(1) Underwriting Agreement.
4.1(1) 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).
27.1 Financial Data Schedule.
</TABLE>
_______________________
(1) Incorporated by reference to Exhibits filed with the Registrant's
Registration Statement on Form S-1 (File No. 33-91408), which became
effective on June 7, 1995; Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 filed with the Commission on August 15,
1995; Quarterly Report on Form 10-Q/A for the quarter ended September
30, 1995, filed with the Commission on October 31, 1995; Annual Report
on Form 10-K for the year ended December 31, 1995, filed with the
Commission on March 29, 1996; and Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed with the Commission on April
26, 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
(e) 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. 3 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 JULY 1, 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. 3 ON FORM S-3 TO REGISTRATION STATEMENT ON FORM S-1 HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Donald D. Kingsborough* Chairman of the Board and Chief Executive Officer July 1, 1996
- ----------------------------------
DONALD D. KINGSBOROUGH (Principal Executive Officer)
Sol Kershner* Chief Financial Officer July 1, 1996
- ----------------------------------
SOL KERSHNER (Principal Financial and Accounting Officer)
David C. Costine* Director July 1, 1996
- ----------------------------------
DAVID C. COSTINE
Esmond T. Goei* Director July 1, 1996
- ----------------------------------
ESMOND T. GOEI
Michael J. Marocco* Director July 1, 1996
- ----------------------------------
MICHAEL J. MAROCCO
Gary L. Nemetz* Director July 1, 1996
- ----------------------------------
GARY L. NEMETZ
*By their Attorney-in-Fact:
/s/ Bruce D. Bower
- ----------------------------------
BRUCE D. BOWER
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- ------------------------------------------------------------------------------------------------------
<C> <S>
1.1(1) Underwriting Agreement.
4.1(1) 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).
27.1 Financial Data Schedule.
</TABLE>
<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. 3 on Form S-3 No. 33-91408 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 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
July 1, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> MAR-31-1996 DEC-31-1995
<CASH> 11,060 2,987
<SECURITIES> 0 0
<RECEIVABLES> 15,899 26,692
<ALLOWANCES> 415 432
<INVENTORY> 15,719 12,050
<CURRENT-ASSETS> 45,763 45,831
<PP&E> 8,897 7,801
<DEPRECIATION> 5,651 5,032
<TOTAL-ASSETS> 49,265 48,870
<CURRENT-LIABILITIES> 7,704 20,160
<BONDS> 26 29
0 0
0 0
<COMMON> 82,453 69,511
<OTHER-SE> (40,976) (40,927)
<TOTAL-LIABILITY-AND-EQUITY> 41,477 28,584
<SALES> 8,935 55,673
<TOTAL-REVENUES> 8,935 55,673
<CGS> 4,305 26,623
<TOTAL-COSTS> 4,305 26,623
<OTHER-EXPENSES> 5,567 24,061
<LOSS-PROVISION> 34 232
<INTEREST-EXPENSE> 203 1,321
<INCOME-PRETAX> (1,114) 3,663
<INCOME-TAX> (223) 185
<INCOME-CONTINUING> (891) 3,478
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (891) 3,478
<EPS-PRIMARY> (0.07) 0.41
<EPS-DILUTED> 0 0
</TABLE>
