As filed with the Securities and Exchange Commission on February 7, 1994 Registration No. 33-34104 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLCO PICTURES INC. (Exact name of registrant as specified in its charter) Delaware 95-4046437 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 8800 Sunset Boulevard Los Angeles, California 90069 (Address of principal executive offices) (Zip code) 1989 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN (Full title of the plan) Mario F. Kassar Chairman of the Board and Chief Executive Officer Carolco Pictures Inc., 8800 Sunset Boulevard Los Angeles, California 90069 (Name and address of agent for service) (310) 859-8800 (Telephone number, including area code, of agent for service) With copies to: Robert W. Goldsmith, Esq. Lawrence R. Barnett, Esq. Senior Vice President and Gipson Hoffman & Pancione, P.C. General Counsel 1901 Avenue of the Stars, Carolco Pictures Inc., Suite 1100 8800 Sunset Boulevard Los Angeles, CA 90067 Los Angeles, CA 90069 This Amendment No. 1 to Form S-8 Registration Statement is being filed to deregister 1,722,000 shares of Common Stock, $.01 par value per share, of Carolco Pictures Inc., a Delaware corpora- tion, originally registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on a Registration Statement on Form S-8 (with Form S-3 Prospectus attached), Registration No. 33-34104, filed with the Commission on March 29, 1990, with respect to the Registrant's 1989 Stock Option and Stock Appreciation Rights Plan. 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 Los Angeles, State of California on January 31, 1994. CAROLCO PICTURES INC. By: /s/ Mario F. Kassar Mario F. Kassar Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on the capacities and on the dates indicated: Signature Title Date /s/ Mario F. Kassar Chairman of the January 31, 1994 Mario F. Kassar Board of Directors and Chief Executive Officer (Principal Executive Officer) January 31, 1994 /s/ William Shpall Executive Vice William Shpall President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Lynwood Spinks Executive Vice January 31, 1994 Lynwood Spinks President/President of Production and Director /s/ Guy-Etienne Dufour Director January 31, 1994 Guy-Etienne Dufour /s/ Michael E. Garstin Director January 31, 1994 Michael E. Garstin /s/ Paolo Glisenti Director January 31, 1994 Paolo Glisenti Director January , 1994 Olivier Granier /s/ Michael S. Hope Director January 31, 1994 Michael S. Hope /s/ Kaneo Ito Director January 31, 1994 Kaneo Ito /s/ Rene-Claude Jouannet Director January 31, 1994 Rene-Claude Jouannet /s/ Tetsuro Kudo Director January 31, 1994 Tetsuro Kudo Director January , 1994 Pierre Lescure /s/ Michael Meltzer Director January 31, 1994 Michael Meltzer /s/ Ryuichi Noda Director January 31, 1994 Ryuichi Noda /s/ Adam Singer Director January 31, 1994 Adam Singer /s/ Masaaki Sono Director January 31, 1994 Masaaki Sono