AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1999

REGISTRATION NO. 333-87019

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

SILICON ENTERTAINMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 7999 77-0389433
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)

210 HACIENDA AVENUE
CAMPBELL, CALIFORNIA 95008
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

DAVID S. MORSE
CHAIRMAN, CEO & PRESIDENT
210 HACIENDA AVENUE
CAMPBELL, CALIFORNIA 95008
(408) 364-6710
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)

COPIES TO:

JAMES M. KOSHLAND, ESQ. NORA L. GIBSON, ESQ.
KIRK O. WILLIAMS, ESQ. RICHARD R. PLUMRIDGE, ESQ.
NICOLE D. ALSTON, ESQ. JOHN E. HAYES, ESQ.
GRAY CARY WARE & FREIDENRICH LLP BROBECK, PHLEGER & HARRISON LLP
400 HAMILTON AVENUE SPEAR STREET TOWER, ONE MARKET
PALO ALTO, CALIFORNIA, 94301-1825 SAN FRANCISCO, CALIFORNIA 94105
(650) 833-2000 (415) 442-0900

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. [ ]

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 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, check the following box and list the Securities Act
registration 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,
check the following box. [ ]

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------------------------------
Common Stock ($0.001 par value)............... $46,000,000 $12,788
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(o) promulgated under the Securities Act.

(2) A fee of $12,788 was previously paid.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

EXPLANATORY NOTE

The purpose of this Amendment No. 1 is solely to file certain exhibits to
the Registration Statement as set forth below in Item 16(a) of Part II.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. All amounts shown are estimates except for
the registration fee, the NASD filing fee and the Nasdaq National Market fee.

Registration fee............................................ $ 12,788
NASD filing fee............................................. 5,100
Nasdaq National Market fee..................................
Blue sky qualification fees and expenses....................
Printing and engraving expenses............................. 200,000
Legal fees and expenses..................................... 300,000
Accounting fees and expenses................................ 200,000
Transfer agent and registrar fees...........................
Miscellaneous...............................................
----------
Total............................................. $1,000,000
==========

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware Law permits indemnification of officers,
directors and other corporate agents under certain circumstances and subject to
certain limitations. The Registrant's Certificate of Incorporation and By-laws
provide that the Registrant shall indemnify its directors, officers, employees
and agents to the full extent permitted by the Delaware Law, including
circumstances in which indemnification is otherwise discretionary under Delaware
law. In addition, the Registrant has entered into separate indemnification
agreements with its directors and executive officers which require the
Registrant, among other things, to indemnify them against certain liabilities
which may arise by reason of their status or service (other than liabilities
arising from acts or omissions not in good faith or willful misconduct).

These indemnification provisions and the indemnification agreements entered
into between the Registrant and its executive officers and directors may be
sufficiently broad to permit indemnification of the Registrant's executive
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the Underwriters of the Registrant and
its officers and directors for certain liabilities arising under the Securities
Act, or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 1996, we sold and issued the following unregistered
securities:

1. From inception through August 1, 1999, we granted stock options to
purchase an aggregate of 2,588,141 shares of our common stock at an average
weighted exercise price of approximately $1.90 per share to employees,
consultants, directors and other service providers pursuant to our 1996
Stock Option Plan, 1997 Nonstatutory Stock Option Plan, and 1998 Executive
Stock Option Plan.

2. From inception through August 1, 1999, we issued and sold an
aggregate of 1,078,368 shares of our common stock to employees,
consultants, directors and other service providers for aggregate
consideration of approximately $2,050,085 pursuant to exercise of options
granted under our 1996 Stock Option Plan, 1997 Nonstatutory Stock Option
Plan, and 1998 Executive Stock Option Plan. Of the $2,050,085
consideration, $382,000 was received in the form of promissory notes and
$1,558 was received in the form of prior services rendered.

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3. From January 5, 1996 through May 16, 1996, in connection with the
issuance of promissory notes, we issued warrants to certain of our existing
private investors to purchase an aggregate of 106,667 shares of our common
stock at an exercise price of $1.50 per share.

4. On February 7, 1996, we sold 1,633,334 shares of Series A Preferred
Stock for $0.60 per share to a private investor for an aggregate purchase
price of $980,000.10.

5. On October 15, 1996, in connection with an equipment lease line, we
issued a warrant to Phoenix Leasing Incorporated to purchase 26,667 shares
of our Series B Preferred Stock at an exercise price of $1.50 per share.

6. From May 16, 1996 through May 12, 1997, we issued and sold an
aggregate of 2,769,016 shares of Series B Preferred Stock for $1.50 per
share to a group of private investors for an approximate aggregate purchase
price of $4,153,524.

7. From March 27, 1997 through November 19, 1997, we issued warrants
to certain of our existing private investors to purchase an aggregate of
232,584 shares of our Series C Preferred Stock at an exercise price of
$6.00 per share.

8. On August 14, 1997, in connection with a strategic partnership and
license transaction, we issued a warrant to one of our strategic partners
to purchase 50,000 shares of our Series C Preferred Stock at an exercise
price of $6.00 per share.

9. On August 18, 1997, in connection with a strategic partnership and
licensing agreement, we issued an option to one of our strategic partners
to purchase 20,000 shares of our common stock at $0.15 per share.

10. From December 1997 through July 1999, we issued and sold an
aggregate of 3,485,446 shares of Series C Preferred Stock for $6.00 per
share to a group of private investors for an aggregate purchase price of
$20,912,676. SG Cowen Securities Corporation acted as a broker in this
transaction.

11. On April 23, 1998, in connection with a strategic partnership
transaction, we issued a warrant to John Force to purchase 7,500 shares of
our Series C Preferred Stock at an exercise price of $6.00 per share.

12. On May 17, 1998, in connection with a strategic partnership
transaction, we issued a warrant to Simon Investors to purchase 25,000
shares of our Series C Preferred Stock at an exercise price of $6.00 per
share.

13. On July 1, 1998, in connection with a strategic partnership
transaction, we issued a warrant to Action Performance Companies to
purchase 20,000 shares of our Series C Preferred Stock at an exercise price
of $6.00 per share.

14. On July 1, 1998, in connection with an equipment lease line, we
issued a warrant to Phoenix Growth Capital Corporation to purchase 13,334
shares of our Series C Preferred Stock at an exercise price of $6.00 per
share.

15. From February 2, 1999 through June 18, 1999, we granted 2,413
shares of our common stock to our employees pursuant to our 1999 Employee
Stock Bonus Plan. Of these shares, 1,525 shares have been exercised.

16. From January 22, 1999 through July 1, 1999, we issued warrants to
certain of our existing private investors to purchase an aggregate of
131,000 shares of our common stock at an exercise price of $6.00 per share.

17. On June 17, 1999, we issued a warrant to LINC to purchase 3,224
shares of our Series C Preferred Stock in connection with a capital
equipment lease agreement.

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18. On July 1, 1999, we issued a warrant to Pentech Financial
Services, Inc. to purchase 20,000 shares of our Series C Preferred Stock at
$6.00 per share in connection with a capital equipment lease agreement.

19. On June 30, 1999, we issued a secured subordinated convertible
note to each of Galladio Holding B.V., Wagenaarkwartier's-Gravenhage B.V.
and Van der Lee Partnership in the principal amount of $2,260,000,
$2,260,000 and $1,130,000, respectively.

20. On February 2, 1999, we issued an option to purchase 100,000
shares of our common stock at $1.00 per share to one of our strategic
partners in connection with a strategic partnership and license agreement.

21. On April 23, 1998, August 11, 1998 and June 17, 1999, we issued
1,817, 3,421 and 4,420 shares, respectively, of our common stock at $0.50,
$1.00 and $6.00 per share, respectively, to Michael DiLorenzo in connection
with consultant stock purchase agreements.

22. On June 17, 1999, we issued 4,000 and 1,000 shares of our common
stock at $6.00 per share to Nagle & Ferri, L.L.C. and Michael Nichols,
respectively, in connection with a consultant stock purchase agreement.

23. On February 2, 1999 and April 7, 1999, we issued an aggregate of
3,393 shares of our common stock at $1.00 per share to Madeline Canepa in
connection with a consultant common stock purchase agreement.

There were no underwriters employed in connection with any of the
transactions set forth in Item 15.

The issuances described in Items 15.3 through 15.14 and 15.16 through 15.23
were deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act as transactions by an issuer not involving
a public offering. In addition, the issuances described in Item 15.1, 15.2 and
15.15 were deemed exempt from registration under the Securities Act in reliance
on Rule 701 promulgated thereunder as transactions pursuant to compensatory
benefit plans and contracts relating to compensation. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions. All recipients
either received adequate information about the Registrant or had access, through
employment or other relationships, to such information.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

II-3
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

**10.5 Stock Bonus Plan and form of Stock Bonus Agreement
thereunder.
*10.6 1999 Employee Stock Purchase Plan and form of subscription
agreement thereunder.
**10.7+ License Agreement by and between National Association for
Stock Car Auto Racing, Inc. and the Registrant, dated August
18, 1997, as amended.
10.8+ The Registrant and Action Performance Companies, Inc.
Terms -- Strategic Partnership, dated April 20, 1998.
10.9+ Letter Agreement with Simon Investors, LLC, dated May 17,
1998.
10.10+ Industrial Complex Lease (California) between MP Hacienda,
Inc. and the Registrant, dated as of April 30, 1998.
10.11+ Dallas Galleria Lease between Dallas Galleria Limited as
"Landlord" and the Registrant, as "Tenant" d/b/a/ Nascar
Silicon Motor Speedway, dated as of May 22, 1998, as
amended.
10.12+ Lease by and between Mall of America Company, a Minnesota
General Partnership, and the Registrant, dated as of August
12, 1997.
10.13+ Irvine Retail Properties Company Retail Space Lease, dated
as of April 22, 1998.
10.14+ The Palisades Center Shopping Center Lease, dated as of July
27, 1998.
10.15+ Lease, the Registrant, Tenant, "NASCAR Silicon Motor
Speedway," Trade Name, Woodfield Mall, dated as of December
18, 1997.
10.16+ Lease, the Registrant, Tenant, NASCAR Silicon Motor Speedway
and/or Silicon Motor Speedway, Trade Name, Concord Mills,
dated as of June 30, 1999.
10.17+ Lease, the Registrant, Tenant, NASCAR Silicon Motor Speedway
and/or Silicon Motor Speedway, Trade Name, Katy Mills, dated
as of March 17, 1999.
10.18+ Universal Studios CityWalk Hollywood Lease between Universal
Studios CityWalk Hollywood, a division of Universal Studios,
Inc. as Landlord and the Registrant, executed as of July 20,
1999.
10.19+ Standard Shopping Center Lease, dated as of August 12, 1999
(Walden Galleria, Buffalo, New York).
10.20+ Standard Shopping Center Lease, dated as of August 12, 1999
(Crossgates Mall, Albany, New York).
10.21+ Retail Lease Agreement between Peabody Place Centre, L.P., a
Tennessee limited partnership and the Registrant dated as of
May 24, 1999.
10.22+ Standard Shopping Center letter, dated as of August 18, 1999
(Carousel Center, Syracuse, New York).
10.23+ Lease, the Registrant, Tenant, NASCAR Silicon Motor Speedway
and/or Silicon Motor Speedway, Trade Name, Opry Mills, dated
as of August 23, 1999.
**23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
*23.2 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1).
**24.1 Power of Attorney.
*27.1 Financial Data Schedule.

- -------------------------
* To be filed by amendment.

** Previously filed with Registrant's Registration Statement on Form S-1 (File
No. 333-87019) on September 13, 1999.

+ Confidential treatment has been requested for portions of this exhibit.

(b) FINANCIAL STATEMENT SCHEDULES.

No schedules have been filed because the information required to be set
forth therein is not applicable or is shown in the financial statements or notes
thereto.

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ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification by the Registrant 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 14 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, employee or agent of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, employee or agent 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.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Campbell, County of Santa Clara, State of California, on the 23rd day of
September, 1999.

SILICON ENTERTAINMENT, INC.

By: /s/ DAVID S. MORSE
------------------------------------
David S. Morse
Chairman of the Board,
Chief Executive Officer and
President

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ DAVID S. MORSE Chairman of the Board, Chief September 23,
- --------------------------------------------- Executive Officer and President 1999
David S. Morse

/s/ ROSS C. MULHOLLAND* Vice President Finance and Chief September 23,
- --------------------------------------------- Financial Officer 1999
Ross C. Mulholland

/s/ WILLIAM HART* Director September 23,
- --------------------------------------------- 1999
William Hart

/s/ ROBERT H. MANSCHOT* Director September 23,
- --------------------------------------------- 1999
Robert H. Manschot

/s/ CHRISTOPHER S. BESING* Director September 23,
- --------------------------------------------- 1999
Christopher S. Besing

/s/ ROBERT V. CHEADLE* Director September 23,
- --------------------------------------------- 1999
Robert V. Cheadle

* By: /s/ DAVID S. MORSE
- --------------------------------------------
David S. Morse
Attorney-in-Fact

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INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

* 1.1 Form of Underwriting Agreement.
* 3.1 Restated Certificate of Incorporation of the Registrant.
* 3.2 Amended and Restated Bylaws of the Registrant.
** 4.1 Third Amended and Restated Rights Agreement, dated as of
December 31, 1998, as amended to date.
* 4.2 Specimen Common Stock Certificate.
* 5.1 Opinion of Gray Cary Ware & Freidenrich LLP.
*10.1 Form of Indemnification Agreement for directors and
executive officers.
**10.2 1996 Stock Option Plan and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement
thereunder.
**10.3 1997 Nonstatutory Stock Option Plan and form of Nonstatutory
Stock Option Agreement thereunder.
**10.4 1998 Executive Stock Option Plan and forms of Incentive
Stock Option Agreement and Nonstatutory Stock Option
Agreement thereunder.
**10.5 Stock Bonus Plan and form of Stock Bonus Agreement
thereunder.
*10.6 1999 Employee Stock Purchase Plan and form of subscription
agreement thereunder.
**10.7+ License Agreement by and between National Association for
Stock Car Auto Racing, Inc. and the Registrant, dated August
18, 1997, as amended.
10.8+ The Registrant and Action Performance Companies, Inc. Terms
-- Strategic Partnership, dated April 20, 1998.
10.9+ Letter Agreement with Simon Investors, LLC, dated May 17,
1998.
10.10+ Industrial Complex Lease (California) between MP Hacienda,
Inc. and the Registrant, dated as of April 30, 1998.
10.11+ Dallas Galleria Lease between Dallas Galleria Limited as
"Landlord" and the Registrant, as "Tenant" d/b/a/ Nascar
Silicon Motor Speedway, dated as of May 22, 1998, as
amended.
10.12+ Lease by and between Mall of America Company, a Minnesota
General Partnership, and the Registrant, dated as of August
12, 1997.
10.13+ Irvine Retail Properties Company Retail Space Lease, dated
as of April 22, 1998.
10.14+ The Palisades Center Shopping Center Lease, dated as of July
27, 1998.
10.15+ Lease, the Registrant, Tenant, "NASCAR Silicon Motor
Speedway," Trade Name, Woodfield Mall, dated as of December
18, 1997.
10.16+ Lease, the Registrant, Tenant, NASCAR Silicon Motor Speedway
and/or Silicon Motor Speedway, Trade Name, Concord Mills,
dated as of June 30, 1999.
10.17+ Lease, the Registrant, Tenant, NASCAR Silicon Motor Speedway
and/or Silicon Motor Speedway, Trade Name, Katy Mills, dated
as of March 17, 1999.
10.18+ Universal Studios CityWalk Hollywood Lease between Universal
Studios CityWalk Hollywood, a division of Universal Studios,
Inc. as Landlord and the Registrant, executed as of July 20,
1999.
10.19+ Standard Shopping Center Lease, dated as of August 12, 1999
(Walden Galleria, Buffalo, New York).
10.20+ Standard Shopping Center Lease, dated as of August 12, 1999
(Crossgates Mall, Albany, New York).
10.21+ Retail Lease Agreement between Peabody Place Centre, L.P., a
Tennessee limited partnership and the Registrant dated as of
May 24, 1999.
10.22+ Standard Shopping Center letter, dated as of August 18, 1999
(Carousel Center, Syracuse, New York).

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

10.23+ Lease, the Registrant, Tenant, NASCAR Silicon Motor Speedway
and/or Silicon Motor Speedway, Trade Name, Opry Mills, dated
as of August 23, 1999.
**23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
*23.2 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1).
**24.1 Power of Attorney.
*27.1 Financial Data Schedule.

- -------------------------
* To be filed by amendment.

** Previously filed with Registrant's Registration Statement on Form S-1 (File
No. 333-87019) on September 13, 1999.

+ Confidential treatment has been requested for portions of this exhibit.