AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1996.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GRAPHIX ZONE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
33-0697932
(I.R.S. Employer Identification Number)
42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION GRANTED TO FRANK CUTLER
(Full title of the plan)
CHARLES R. CORTRIGHT, JR.,
GRAPHIX ZONE, INC. 42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92606
(Name and address for Agent For Service)
(714) 833-3838
(Telephone Number, Including Area Code, of Agent For Service)
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PAGE 1 OF 10
Graphix Zone, Inc., a Delaware corporation (the "Registrant"), has
previously filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 on July 30, 1996 (the
"Registration Statement"). Pursuant to Rule 456 and Rule 462 of the Rules
and Regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement became effective automatically
upon filing.
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is
being filed by the Registrant solely for the purpose of filing three (3)
exhibits (Exhibit Nos. 23.1, 23.2 and 23.3) which were previously omitted from
the original filing of the Registration Statement with the Commission on July
30, 1996, and in order to reflect the filing of updated financial statements of
the Registrant pursuant to the filing with the Commission on November 1, 1996 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
PAGE 2 OF 10
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 Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on this 31st day of October, 1996.
GRAPHIX ZONE, INC.
By: /S/ CHARLES R. CORTRIGHT, JR.
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Charles R. Cortright, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by
the following persons in the capacities indicated and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ CHARLES R. CORTRIGHT, JR. President (principal executive October 31, 1996
- ----------------------------- officer) and Director
Charles R. Cortright, Jr.
/S/ ANGELA ABER CORTRIGHT Executive Vice President, October 31, 1996
- ----------------------------- Secretary and Director
Angela Aber Cortright
/S/ FRANK E. MURNANE Chief Financial Officer October 31, 1996
- ----------------------------- (principal financial and
Frank E. Murnane accounting officer)
/S/ THOMAS C.K. YUEN Director October 31, 1996
- -----------------------------
Thomas C. K. Yuen
/S/ RONALD S. POSNER Chairman of the Board October 31, 1996
- ----------------------------- and Director
Ronald S. Posner
/S/ C. RICHARD KRAMLICH Director October 31, 1996
- -----------------------------
C. Richard Kramlich
/S/ DOUGLAS GLEN Director October 31, 1996
- -----------------------------
Douglas Glen
PAGE 3 OF 10
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
23.1 Consent of KPMG Peat Marwick LLP. 5
23.2 Consent of Ernst & Young LLP. 7
23.3 Consent of KPMG Peat Marwick LLP. 9
PAGE 4 OF 10