As filed with the Securities and Exchange Commission on March 15, 1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 1999
PLAYBOY ENTERPRISES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-6813 36-4249478
-------- ------ ----------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
680 NORTH LAKE SHORE DRIVE, CHICAGO, ILLINOIS 60611
- - --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 751-8000
--------------
NEW PLAYBOY, INC.
-----------------
(Former name or former address, if changed since last report)
================================================================================
ITEM 5. OTHER EVENTS
On March 15, 1999, the Registrant, a holding company formed on April
30, 1998, became the parent holding company of and successor to Playboy
Enterprises, Inc., a Delaware corporation ("Old Playboy"), and Spice
Entertainment Companies, Inc., a Delaware corporation ("Spice"), as a result of
the consummation of the transactions contemplated by the Agreement and Plan of
Merger, dated as of May 29, 1998, as amended (the "Merger Agreement"), by and
among the Registrant, Old Playboy, Spice, Playboy Acquisition Corp., a Delaware
corporation ("Merger Sub P"), and Spice Acquisition Corp., a Delaware
corporation ("Merger Sub S"). A copy of the press release announcing the
consummation of these transactions is attached as Exhibit 99.2.
Under the Merger Agreement, (i) Merger Sub P merged into Old Playboy
with Old Playboy being the surviving corporation (the "Playboy Merger") and (ii)
Merger Sub S merged into Spice with Spice being the surviving corporation (the
"Spice Merger"). The Playboy Merger and the Spice Merger are referred to
collectively as the "Transactions."
Upon the consummation of the Playboy Merger:
(i) Old Playboy became a wholly owned subsidiary of the Registrant;
(ii) the name of Old Playboy was changed from "Playboy Enterprises,
Inc." to "Playboy Enterprises International, Inc.";
(iii) each share of Class A Common Stock, par value $.01 per share, of
Old Playboy ("Old Playboy Class A Common Stock") issued and
outstanding immediately prior to consummation of the Playboy
Merger, was automatically converted into one fully paid and
nonassessable share of the Class A Common Stock, par value $.01
per share, of the Registrant ("New Playboy Class A Common
Stock");
(iv) each share of Class B Common Stock, par value $.01 per share, of
Old Playboy ("Old Playboy Class B Common Stock") issued and
outstanding immediately prior to consummation of the Playboy
Merger, was converted into one fully paid and nonassessable share
of the Class B Common Stock, par value $.01 per share, of the
Registrant ("New Playboy Class B Common Stock"); and
(v) each outstanding option to purchase shares of Old Playboy Class A
Common Stock or Old Playboy Class B Common Stock was assumed by
the Registrant and converted into an option to
2
purchase shares of New Playboy Class A Common Stock or New
Playboy Class B Common Stock, respectively, on substantially the
same terms and conditions as in effect immediately prior to the
consummation of the Transactions.
Immediately following the consummation of the Playboy Merger, the
Registrant filed a certificate of amendment to its certificate of incorporation
effecting a change of its name from "New Playboy, Inc." to "Playboy Enterprises,
Inc."
Upon the consummation of the Spice Merger:
(i) Spice became a wholly owned subsidiary of the Registrant;
(ii) each share of Common Stock, par value $.01 per share, of Spice
("Spice Common Stock") issued and outstanding immediately prior
to consummation of the Spice Merger, was automatically converted
into the right to receive (a) 0.1133 fully paid and nonassessable
shares of New Playboy Class B Common Stock, (b) 0.125 shares of
Common Stock, par value $.01 per share, of Directrix, Inc., a
recently formed Delaware corporation and formerly a wholly owned
subsidiary of Spice, and (c) $3.60 in cash (collectively, the
"Merger Consideration"); and
(iii) each option or warrant to purchase shares of Spice Common Stock
was deemed to have been exercised by its holder and was converted
into the right to receive the Merger Consideration for each of
the shares of Spice Common Stock deemed to have been acquired,
with the exercise price of the option or warrant being offset
first against the cash portion of the Merger Consideration and
then against the New Playboy Class B Common Stock portion of the
Merger Consideration.
The Registrant will issue new stock certificates to stockholders of
record of Spice in connection with the Spice Merger. The Registrant does not,
however, intend to issue new stock certificates to stockholders of record of Old
Playboy in connection with the Playboy Merger; instead, each certificate
representing issued and outstanding shares of Old Playboy Class A Common Stock
or Old Playboy Class B Common Stock immediately prior to the consummation of the
Playboy Merger will continue to evidence ownership of shares of New Playboy
Class A Common Stock or New Playboy Class B Common Stock, respectively, after
the consummation of the Playboy Merger.
Upon consummation of the Transactions, the New Playboy Class A Common
Stock and New Playboy Class B Common Stock will be registered under Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
3
as provided by Rule 12g-3 under the Exchange Act. For purposes of Rule 12g-3,
the Registrant is the successor issuer to each of Old Playboy and Spice.
The New Playboy Class A Common Stock and New Playboy Class B Common
Stock have been substituted for the Old Playboy Class A Common Stock and Old
Playboy Class B Common Stock, respectively, on the New York Stock Exchange and
the Pacific Exchange. The New Playboy Class A Common Stock will continue to be
listed under the Old Playboy Class A Common Stock symbol, "PLA.A," and the New
Playboy Class B Common Stock will continue to be listed under the Old Playboy
Class B Common Stock symbol, "PLA," without interruption. The Spice Common Stock
will no longer be listed on the NASDAQ Small-Cap Market.
The Registrant's capital stock, which is comprised of the New Playboy
Class A Common Stock and the New Playboy Class B Common Stock, is more fully
described in Exhibit 99.1.
4
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger, dated as of May 29, 1998,
by and among Playboy Enterprises, Inc., the Registrant,
Playboy Acquisition Corp., Spice Acquisition Corp. and
Spice Entertainment Companies, Inc. (incorporated by
reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4, Commission File No.
333-68139).
2.2 Amendment, dated as of November 16, 1998, to the
Agreement and Plan of Merger by and among Playboy
Enterprises, Inc., the Registrant, Playboy Acquisition
Corp., Spice Acquisition Corp. and Spice Entertainment
Companies, Inc. (incorporated by reference to Exhibit
2.2 to the Registrant's Registration Statement on Form
S-4, Commission File No. 333-68139).
2.3 Second Amendment, dated as of February 26, 1999, to the
Agreement and Plan of Merger by and among Playboy
Enterprises, Inc., the Registrant, Playboy Acquisition
Corp., Spice Acquisition Corp. and Spice Entertainment
Companies, Inc. (incorporated by reference to Exhibit
2.1 of the Registrant's Current Report on Form 8-K,
dated March 9, 1999).
3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
3.2 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Registrant, dated
March 15, 1999.
3.3 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Registrant, dated
March 15, 1999.
3.4 Amended and Restated Bylaws of the Registrant.
99.1 Description of the Registrant's Capital Stock.
5
Exhibit
Number Description
------ -----------
99.2 Press Release, dated March 15, 1999, of the Registrant
and Spice.
6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PLAYBOY ENTERPRISES, INC.
By: /s/ Howard Shapiro
------------------
Name: Howard Shapiro
Title: Executive Vice President,
Law and Administration,
General Counsel and Secretary
Date: March 15, 1999
7
INDEX TO EXHIBITS
-----------------
Exhibit Page
Number Description Number
- - ------ ----------- ------
2.1 Agreement and Plan of Merger, dated as of May 29, 1998,
by and among Playboy Enterprises, Inc., the Registrant,
Playboy Acquisition Corp., Spice Acquisition Corp. and
Spice Entertainment Companies, Inc. (incorporated by
reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4, Commission File No.
333-68139).
2.2 Amendment, dated as of November 16, 1998, to the
Agreement and Plan of Merger by and among Playboy
Enterprises, Inc., the Registrant, Playboy Acquisition
Corp., Spice Acquisition Corp. and Spice Entertainment
Companies, Inc. (incorporated by reference to Exhibit
2.2 to the Registrant's Registration Statement on Form
S-4, Commission File No. 333-68139).
2.3 Second Amendment, dated as of February 26, 1999, to the
Agreement and Plan of Merger by and among Playboy
Enterprises, Inc., the Registrant, Playboy Acquisition
Corp., Spice Acquisition Corp. and Spice Entertainment
Companies, Inc. (incorporated by reference to Exhibit
2.1 of the Registrant's Current Report on Form 8-K,
dated March 9, 1999).
3.1 Amended and Restated Certificate of Incorporation of the 9
Registrant.
3.2 Certificate of Amendment of the Amended and Restated 17
Certificate of Incorporation of the Registrant, dated
March 15, 1999.
3.3 Certificate of Amendment of the Amended and Restated 18
Certificate of Incorporation of the Registrant, dated
March 15, 1999.
3.4 Amended and Restated Bylaws of the Registrant. 19
99.1 Description of the Registrant's Capital Stock. 32
99.2 Press Release, dated March 15, 1999, of the Registrant 36
and Spice.
8