As filed with the Securities and Exchange Commission on May 21, 2003
Registration No. _________
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLAYBOY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
_______________
(State or Other Jurisdiction of Incorporation or Organization)
36-4249478
____________
(I.R.S. Employer Identification No.)
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
_________________________________________________
(Address, Including Zip Code, of Principal Executive Office)
SECOND AMENDED AND RESTATED PLAYBOY ENTERPRISES, INC.
1995 STOCK INCENTIVE PLAN
AMENDED AND RESTATED 1997 EQUITY PLAN FOR
NON-EMPLOYEE DIRECTORS OF PLAYBOY ENTERPRISES, INC.
_________________________________________
(Full Titles of the Plans)
Howard Shapiro, Esq.
Executive Vice President, Law and Administration,
General Counsel and Secretary
Playboy Enterprises, Inc.
680 North Lake Shore Drive
Chicago, IL 60611
(312) 751-8000
____________________________________________________________________
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
Rodd M. Schreiber, Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive, Suite 1900
Chicago, IL 60606
(312) 407-0700
CALCULATION OF REGISTRATION FEE
|------------------------|----------------|----------------|-----------------------|--------------|
| | | Proposed | | |
| Title of Each | | Maximum | Proposed Maximum | Amount of |
|Class of Securities To | Amount To Be |Offering Price | Aggregate Offering |Registration |
| Be Registered |Registered (1) | Per Share (2) | Price (2) | Fee (3) |
| | | | | |
|------------------------|----------------|----------------|-----------------------|--------------|
|Class B Common Stock, | | | | |
|par value $.01 per | | | | |
|share | 2,000,000 | $ 10.45 | $ 20,900,000 | $ 1690.81 |
|------------------------|----------------|----------------|-----------------------|--------------|
(1) Represents (a) 1,800,000 additional shares of the registrant's Class B
common stock, par value $0.01 per share (the "Class B Common Stock"),
issuable under the Second Amended and Restated Playboy Enterprises,
Inc. 1995 Stock Incentive Plan (the "1995 Plan") and (b) 200,000
additional shares of Class B Common Stock, issuable under the Amended
and Restated 1997 Equity Plan for Non-Employee Directors of Playboy
Enterprises, Inc. (the "1997 Plan," together with the 1995 Plan, the
"Plans"), together with an indeterminate number of shares of Class B
Common Stock that may be issuable under the Plans as a result of stock
split, stock dividend or similar adjustment of the outstanding shares
of Class B Common Stock. In accordance with Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), such
indeterminate number of additional shares as may be issuable as a
result of such adjustments are also registered hereby.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457 (c) under the Securities Act,
based upon the average of the high and low prices of Class B Common
Stock on May 20, 2003, as reported on the New York Stock Exchange.
(3) Determined pursuant to Section 6(b) of the Securities Act as follows:
0.00809% of $20,900,000, the proposed maximum aggregate offering price
(as estimated in accordance with Rule 457 under the Securities Act
solely for the purpose of calculating the registration fee) of the
securities registered hereby.
=====================================================================
2
REGISTRATION OF ADDITIONAL SECURITIES
The registrant is filing this registration statement for the purpose
of registering, in accordance with Instruction E of Form S-8, (a) an
additional 1,800,000 shares of Class B Common Stock, par value $0.01 per share
(the "Class B Common Stock"), issuable under the Second Amended and Restated
Playboy Enterprises, Inc. 1995 Stock Incentive Plan and (b) an additional
200,000 shares of Class B Common Stock, issuable under the Amended and
Restated 1997 Equity Plan for Non-Employee Directors of Playboy Enterprises,
Inc. Pursuant to such Instruction E, the contents of the registration
statements on Form S-8 (File No. 333-74451 and File No. 333-10470) are hereby
incorporated by reference into this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 2002;
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2003;
(c) Current Report on Form 8-K/A, dated December 23, 2002 and filed
February 25, 2003;
(d) Current Report on Form 8-K, dated December 23, 2002 and filed
February 12, 2003;
(e) Current Report on Form 8-K, dated December 23, 2002 and filed
January 7, 2003; and
(f) the description of Class B Common Stock contained as Exhibit
99.1 to the registrant's Current Report on Form 8-K, dated
March 15, 1999, and including any other amendments or reports
filed with the Commission for purposes of updating such
description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
3
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel
Howard Shapiro, Esq. will issue an opinion regarding the validity of
the Company's Class B Common Stock offered hereby. Mr. Shapiro is the
Company's Executive Vice President, Law and Administration, General Counsel
and Secretary. Mr. Shapiro currently owns shares of the Company's Class B
Common Stock and is eligible to participant in the Second Amended and Restated
Playboy Enterprises, Inc. 1995 Stock Incentive Plan.
Item 8. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Certificate of Incorporation of Playboy Enterprises, Inc.
(incorporated by reference to Exhibit 3 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2003)
4.2 Certificate of the Designations, Powers, Preferences and Rights
of Series A Convertible Preferred Stock of Playboy Enterprises,
Inc. (incorporated by reference to Exhibit 4 to the
registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003)
4.3 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the registrant's Current Report on
Form 8-K dated March 15, 1999)
4.4 Form of Nonqualified Option Agreement between Playboy
Enterprises, Inc. and each of Dennis S. Bookshester and Sol
Rosenthal (incorporated by reference to Exhibit 4.4 from our
Registration Statement No. 333-30185 on Form S-8 dated November
13, 1996)
4.5 Second Amended and Restated Playboy Enterprises, Inc. 1995
Stock Incentive Plan
4.6 Amended and Restated 1997 Equity Plan for Non-Employee
Directors of Playboy Enterprises, Inc.
5.1 Opinion of Howard Shapiro, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Howard Shapiro, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certificates that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Chicago, state of Illinois, on this
21st day of May, 2003.
PLAYBOY ENTERPRISES, INC.
By: /s/ Christie Hefner
-----------------------------------
Name: Christie Hefner
Title: Chairman of the Board, Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christie Hefner and Howard Shapiro and
each of them, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes
as he or she might or could do in person thereby ratifying and confirming all
that said attorney-in-fact and agents of any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 21, 2003.
SIGNATURE TITLE
/s/ Christie Hefner
---------------------------------------------
Christie Hefner Chairman of the Board, Chief
Executive Officer (Principal
Executive Officer) and
Director
/s/ Dennis S. Bookshester
---------------------------------------------
Dennis S. Bookshester Director
/s/ David I. Chemerow
---------------------------------------------
David I. Chemerow Director
5
/s/ Donald G. Drapkin
---------------------------------------------
Donald G. Drapkin Director
/s/ Jerome H. Kern
---------------------------------------------
Jerome H. Kern Director
/s/ Russell I. Pillar
---------------------------------------------
Russell I. Pillar Director
/s/ Sol Rosenthal
---------------------------------------------
Sol Rosenthal Director
/s/ Richard S. Rosenzweig
---------------------------------------------
Richard S. Rosenzweig Executive Vice President and
Director
/s/ Linda G. Havard
---------------------------------------------
Linda G. Havard Executive Vice-President,
Finance and Operations and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
6
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Certificate of Incorporation of Playboy Enterprises, Inc.
(incorporated by reference to Exhibit 3 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2003)
4.2 Certificate of the Designations, Powers, Preferences and Rights
of Series A Convertible Preferred Stock of Playboy Enterprises,
Inc. (incorporated by reference to Exhibit 4 to the
registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003)
4.3 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the registrant's Current Report on
Form 8-K dated March 15, 1999)
4.4 Form of Nonqualified Option Agreement between Playboy
Enterprises, Inc. and each of Dennis S. Bookshester and Sol
Rosenthal (incorporated by reference to Exhibit 4.4 from our
Registration Statement No. 333-30185 on Form S-8 dated November
13, 1996)
4.5 Second Amended and Restated Playboy Enterprises, Inc. 1995
Stock Incentive Plan
4.6 Amended and Restated 1997 Equity Plan for Non-Employee
Directors of Playboy Enterprises, Inc.
5.1 Opinion of Howard Shapiro, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Howard Shapiro, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
7
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to (i) the Second Amended and Restated Playboy
Enterprises, Inc. 1995 Stock Incentive Plan and (ii) the Amended and Restated
1997 Equity Plan for Non-Employee Directors of Playboy Enterprises, Inc. of our
report dated February 14, 2003, except for Notes N and V, as to which the date
is March 14, 2003, with respect to the consolidated financial statements and
schedule of Playboy Enterprises, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 2002 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
May 15, 2003
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement of
Playboy Enterprises, Inc on Form S-8 of our report dated February 22, 2002 on
the consolidated financial statements of Playboy TV International, LLC. and
subsidiaries as of and for the years ended December 31, 2001 and 2000 (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the entity's ability to continue as a going concern), appearing in
the Annual Report on Form 10-K of Playboy Enterprises, Inc. for the year ended
December 31, 2002.
/s/Deloitte & Touche LLP
Miami, Florida
May 15, 2003