UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2008
REGISTRATION NO. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERPLAY ENTERTAINMENT CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0102707
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
100 N. CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
WARRANTS ISSUED PURSUANT TO WRITTEN COMPENSATION CONTRACTS
(FULL TITLE OF THE PLAN)
HERVE CAEN, CHIEF EXECUTIVE OFFICER
INTERPLAY ENTERTAINMENT CORP.
100 N. CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 432-1955
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
P. RUPERT RUSSELL, ESQ.
SHARTSIS FRIESE LLP
ONE MARITIME PLAZA, 18TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting company |_|
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities To Be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
Common Stock, $0.0001 par 6,370,000 shares (1) $.12 (2) $764,400 (2) $39.30
value, issuable pursuant to
warrants granted by the
registrant to employees.
- -------------------------------------------------------------------------------------------------------
(1) Represents shares that may be issued pursuant to warrants issued to
Herve Caen, Eric Caen and Michel Welter. In addition, pursuant to Rule
416 of the Securities Act of 1933 (the "Securities Act") this
registration statement also covers an indeterminate number of
additional shares which may be issuable pursuant to the provisions of
the warrants relating to adjustments for stock splits, stock dividends
or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the
proposed maximum offering price per share and proposed maximum
aggregate officering price have been determined on the basis of the
average of the high and low price reported on the OTC BB for the Common
Stock on April 25, 2008.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 2007, as amended; and
(b) The description of the registrant's Common Stock that is
contained in the registrant's Registration Statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Bylaws provide that the registrant will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "DGCL"). The registrant believes that indemnification under its Bylaws
covers at least negligence and gross negligence by indemnified parties, and
permits the registrant to advance litigation expenses in the case of stockholder
derivative actions or other actions, against an undertaking by the indemnified
party to repay such advances if it is ultimately determined that the indemnified
party is not entitled to indemnification.
In addition, the registrant's Certificate of Incorporation provides
that, pursuant to the DGCL, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty to the registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under the DGCL. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under the DGCL. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities laws or state or federal environmental laws.
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The registrant has entered into separate indemnification agreements
with its directors and officers. These agreements require the registrant, among
other things, to indemnify them against liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from actions not taken in good faith or in a manner the indemnitee believed to
be opposed to the best interests of the registrant), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers or persons controlling the registrant pursuant to the
foregoing provisions, the registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Number Description
4.1 Form of Warrant Agreement.
5.1 Opinion of Shartsis Friese LLP, Counsel to the registrant.
23.1 Consent of Shartsis Friese LLP (included in the Opinion filed as
Exhibit 5.1).
23.2 Consent of Jeffrey S. Gilbert, CPA.
24.1 Power of Attorney (included on signature page to this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
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.
(c) 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, as amended,
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 Beverly Hills, State of California, on the 2nd
day of May, 2008.
INTERPLAY ENTERTAINMENT CORP.
By: /S/ HERVE CAEN
-----------------------------------
Chief Executive Officer and Interim
Chief Financial Officer
(Principal Executive and Financial
and Accounting Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Interplay Entertainment
Corp., do hereby constitute and appoint Herve Caen our true and lawful
attorney-in-fact and agent with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, or any related registration statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent, 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 attorney-in-fact and agent, or his substitute, 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 date indicated.
Signature Title Date
/s/ Herve Caen Chief Executive Officer and May 2, 2008
- ---------------------- Interim Chief Financial Officer
Herve Caen and Director (Principal Executive
and Financial and Accounting
Officer)
/s/ Eric Caen Director May 2, 2008
- ----------------------
Eric Caen
/s/ Michel Welter Director May 2, 2008
- ----------------------
Michel Welter
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EXHIBIT INDEX
4.1 Form of Warrant Agreement.
5.1 Opinion of Shartsis Friese LLP, Counsel to the registrant.
23.1 Consent of Shartsis Friese LLP (included in the Opinion filed as
Exhibit 5.1).
23.2 Consent of Jeffrey S. Gilbert, CPA.
24.1 Power of Attorney (included on signature page to this Registration
Statement).