As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACCLAIM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-2698904
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
One Acclaim Plaza
Glen Cove, New York 11542-2708
(Address of principal executive offices)
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Acclaim Entertainment, Inc.
1995 Restricted Stock Plan
(Full title of the plan)
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Gregory E. Fischbach Copy to:
Chief Executive Officer Eric M. Lerner, Esq.
One Acclaim Plaza Rosenman & Colin LLP
Glen Cove, New York 11542-2708 575 Madison Avenue
(516) 656-5000 New York, New York 10022
(Name, address and telephone (212) 940-7157
number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share price fee*
- ------------- ------------ ---------------- ------------------ ------------
Common Stock,
par value
$0.02 per
share...... 194,631 $0.02 $3,893 $100
* Fee computed pursuant to Rule 457(h) is below the minimum required under
Section 6(b) of the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Acclaim Entertainment, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, or portions thereof,
filed by the Company with the Commission pursuant to the Exchange
Act (File No. 0-16986) are incorporated by reference in this
Registration Statement:
a. The Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1995, filed on December 8, 1995.
b. The information in respect of the Company's common
stock under the caption "Description of Registrant's
Securities to be Registered" contained in the Company's
Registration Statement on Form 8-A filed with the Commission
on June 8, 1988, as amended by the Company's Current Report on
Form 8-K, filed on August 25, 1989, relating to the one-for-
two stock split effected by the Company.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto indicating that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part of this Registration Statement from the respective dates of
filings of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides that
any person may be indemnified against all expenses and liabilities
to the fullest extent permitted by the General Corporation Law of
the State of Delaware.
Section 145 of the General Corporation Law of Delaware, the
law of the state in which the Company is incorporated, empowers a
corporation within certain limitations to indemnify any person
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with any suit or proceeding to which he is a party by
reason of the fact that he is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, as long as he acted in good faith and in a manner which
he reasonably believed to be in, or not opposed to, the best
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interests of the corporation. With respect to any criminal
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful.
The Company has in effect directors' and officers' liability
insurance.
ITEM 8. EXHIBITS
Exhibit No. Description
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*4(a) - Acclaim Entertainment, Inc. 1995 Restricted Stock
Plan.
4(b) - Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration
No. 33-28274, filed on April 21, 1989, as amended).
4(c) - Amendment to the Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1,
Registration No. 33-28274, filed on April 21, 1989,
as amended).
4(d) - Amendment to the Certificate of Incorporation
(incorporated by reference to Exhibit 4(d) to the
Company's Registration Statement on Form S-8,
Registration No. 33-59483, filed on May 19, 1995)
(the "1995 S-8").
4(e) - Amended and Restated By-Laws (incorporated by
reference to Exhibit 4(e) to the 1995 S-8).
*5 - Opinion of Rosenman & Colin LLP.
23(a) - Consent of Grant Thornton LLP (included on page II-
6).
23(b) - Consent of Rosenman & Colin LLP (included in
Exhibit 5).
24 - Power of Attorney (included on page II-5)
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* Filed herewith
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ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes: (a) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution of
the securities being registered hereby not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; (b) that, for the
purpose of determining any liability under the Securities Act of
1933 (the "Securities Act"), each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and (c) 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.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining 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
this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
3. 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 foregoing
provisions, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Glen Cove, State of New York, on this 12th day of December,
1995.
ACCLAIM ENTERTAINMENT, INC.
By Gregory E. Fischbach
Gregory E. Fischbach
Co-Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory E.
Fischbach and James Scoroposki, and each or either of them, his
true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all the exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite or necessary
to be done in and about the premises as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting
alone, or his 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
Gregory E. Fischbach Co-Chairman; Chief Executive December 12, 1995
Gregory E. Fischbach Officer; Director
James Scoroposki Co-Chairman; Senior Executive December 12, 1995
James Scoroposki Vice President; Treasurer;
Secretary; Director
Robert Holmes President; Chief Operating December 12, 1995
Robert Holmes Officer; General Manager;
Director
Bernard J. Fischbach Director December 12, 1995
Bernard J. Fischbach
Michael Tannen Director December 12, 1995
Michael Tannen
Robert H. Groman Director December 12, 1995
Robert H. Groman
James Scibelli Director December 12, 1995
James Scibelli
Bruce Ravenel Director December 12, 1995
Bruce Ravenel
Anthony R. Williams Executive Vice President; December 12, 1995
Anthony R. Williams Chief Financial and
Accounting Officer
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report, which includes an explanatory paragraph
that refers to litigation described in Note 19 to the consolidated
financial statements, dated December 8, 1995, accompanying the
consolidated financial statements and schedule of Acclaim
Entertainment, Inc. and Subsidiaries included in the Annual Report
on Form 10-K for the year ended August 31, 1995, which is
incorporated by reference in this Registration Statement on Form
S-8. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
GRANT THORNTON LLP
New York, New York
December 13, 1995
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EXHIBIT INDEX
Document Page Number
- -------- -----------
4(a) - Acclaim Entertainment, Inc. 1995
Restricted Stock Plan.
4(b) - Certificate of Incorporation
(incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on Form S-1,
Registration No. 33-28274, filed on
April 21, 1989, as amended).
4(c) - Amendment to Certificate of
Incorporation (incorporated by
reference to Exhibit 3.2 to the
Company's Registration Statement on
Form S-1, Registration No. 33-28274,
filed on April 21, 1989, as amended).
4(d) - Amendment to the Certificate of
Incorporation (incorporated by
reference to Exhibit 4(d) to the
1995 S-8).
4(e) - Amended and Restated By-Laws
(incorporated by reference to Exhibit
4(e) to the 1995 S-8).
5 - Opinion of Rosenman & Colin LLP.
23(a) - Consent of Grant Thornton LLP
(included on page II-6).
23(b) - Consent of Rosenman & Colin LLP
(included in Exhibit 5).
24 - Power of Attorney (included on
page II-5)