Initial Public Offering (IPO): Post-Effective Amendment to Add Exhibits
Filing Table of Contents
Document/Exhibit Description Pages Size
1: POS EX @ Entertainment, Inc. Post-Effective Amendment #1 6 34K
2: EX-10.19 Agreement for Digital Transmission 96 227K
3: EX-10.20 Agreement for Digital Transmission 95 225K
4: EX-10.21 Agreement for Digital Transmission 95 229K
POS EX — @ Entertainment, Inc. Post-Effective Amendment #1
Document Table of Contents
REGISTRATION NO. 333 -- 29869
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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@ ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 4841 06--1487156
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
ONE COMMERCIAL PLAZA
HARTFORD, CT 06103-3585
(860) 549-1674
(Address, including Zip Code and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
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ROBERT E. FOWLER, III
@ ENTERTAINMENT, INC.
ONE COMMERCIAL PLAZA
HARTFORD, CT 06103-3585
(860) 549-1674
(Address, including Zip Code and Telephone Number,
including Area Code, of Agent for Service)
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COPIES TO:
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MARC R. PAUL, ESQ. PAMELA M. GIBSON, ESQ.
BAKER & McKENZIE SHEARMAN & STERLING
815 CONNECTICUT AVENUE, N.W. 199 BISHOPSGATE
WASHINGTON, DC 20006 LONDON EC2M 3TY
ENGLAND
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, 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, check the following box and
list the Securities Act registration statement 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 statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-29869
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-29869) of @ Entertainment, Inc. (the "Registration Statement")
is filed pursuant to Rule 462(d) of the Securities Act solely for the purpose of
re-filing Exhibits 10.19, 10.20 and 10.21 to the Registration Statement for
which confidential treatment was previously granted and subsequently has been
extended by the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1* Form of Underwriting Agreement.
2.1* Contribution Agreement among Polish Investment Holdings, LP
("PIHLP"), ECO Holdings III Limited Partnership ("ECO"),
Roger M. Freedman, Steele LLC, the AESOP Fund, LP, the
Cheryl Anne Chase Marital Trust (the "CACMT") and @
Entertainment, Inc. dated at June 22, 1997.
2.2* Purchase Agreement among ECO, @ Entertainment, Inc. and L.
Ciesffia International, Inc. dated at June 22, 1997.
3.1* Amended and Restated Certificate of Incorporation of @
Entertainment, Inc. dated at June 22, 1997.
3.2* Bylaws of @ Entertainment, Inc. as amended through July 14,
1997.
3.3* Shareholders Agreement among ECO, PIHLP, Roger M. Freedman,
Steele LLC, the CACMT, the AESOP Fund, LP and @
Entertainment, Inc. dated at June 22, 1997.
3.4* Termination Agreement among PCI, PIHLP, ECO, Roger M.
Freedman, Steele LLC, the AESOP Fund, LP, and the CACMT
dated at June 22, 1997.
3.5* Registration Rights Agreement among @ Entertainment, PIHLP,
ECO, Roger Freedman, Steele LLC, the AESOP Fund, LP, and the
CACMT dated at June 22, 1997 (the "Registration Rights
Agreement").
3.6* Amendment to Registration Rights Agreement.
4.1* Form of Common Stock Certificate.
5* Opinion of Baker & McKenzie with respect to the legality of
the securities being registered.
8* Opinion of Baker & McKenzie with respect to the certain tax
matters.
9.1* Voting Agreement by and among PIHLP, Roger M. Freedman,
Steele LLC, and the CACMT dated at June 22, 1997.
9.2* Side Letter dated June 22, 1997 regarding the Voting
Agreement.
10.1* Indenture dated at October 31, 1996 between PCI and State
Street Bank and Trust Company relating to PCI's 9 7/8%
Senior Notes due 2003 and its 9 7/8% Series B Senior Notes
due 2003. (Incorporated by reference to Exhibit 4.11 of
PCI's Form S-4 Registration Statement, Registration No.
333-20307).
10.2* Form of Management Agreement among PCI and subsidiaries.
10.3* Form of Service Agreement among PCI and subsidiaries.
10.4* Corporate Overhead Allocation Agreement among PCI and
subsidiaries. (Incorporated by reference to Exhibit 10.4 of
PCI's Form S-4 Registration Statement, Registration No.
333-20307).
10.5* Amendment to Service Agreement. (Incorporated by reference
to Exhibit 10.5 of PCI's Form S-4 Registration Statement,
Registration No. 333-20307).
10.6* Side Letter regarding Service Agreement. (Incorporated by
reference to Exhibit 10.6 of PCI's Form S-4 Registration
Statement, Registration No. 333-20307).
II-1
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.7* Employment Agreement, dated at January 1, 1997, between PCI
and Robert E. Fowler, III, including Stock Option Agreement.
Assigned to @ Entertainment (See Exhibits 10.22 and 10.25).
(Incorporated by reference to Exhibit 10.7 of PCI's Form S-4
Registration Statement, Registration No. 333-20307).
10.8* Deferred Compensation Agreement, dated at January 1, 1991,
between Chase International Corporation (merged into World
Cable Communications, Inc. ("WCCI"), now PCI) and Arnold L.
Chase. Assigned to @ Entertainment (See Exhibits 10.22 and
10.25). (Incorporated by reference to Exhibit 10.8 of PCI's
Form S-4 Registration Statement, Registration No.
333-20307).
10.9* Employment Agreement, dated at January, 1997, between PCI
and George Makowski, including Stock Option Agreement.
Assigned to @ Entertainment (See Exhibits 10.22 and 10.25).
(Incorporated by reference to Exhibit 10.10 of PCI's Form
S-4 Registration Statement, Registration No. 333-20307).
10.10* Employment Agreement, dated at September 1, 1996, between
WCCI, and John Frelas, including Stock Option Agreement.
Assigned to @ Entertainment (See Exhibit 10.22 and 10.25).
(Incorporated by reference to Exhibit 10.11 of PCI's Form
S-4 Registration Statement, Registration No. 333-20307).
10.11* Employment Agreement, dated at February 7, 1997, between PCI
and Przemyslaw A. Szmyt, as amended. Assigned to @
Entertainment (See Exhibit 10.22 and 10.25).
10.12* Stock Option Agreement dated June 23, 1997 between @
Entertainment and Przemyslaw A. Szmyt.
10.13* Employment Agreement, dated at January 1, 1997, between PCI
and Marek Sowa, as amended. Assigned to @ Entertainment (See
Exhibit 10.22).
10.14* Employment Agreement, dated April 7, 1997, between PCI and
David Warner Assigned to @ Entertainment (See Exhibit
10.22).
10.15* Stock Option Agreement dated at June 23, 1997 between @
Entertainment and David Warner.
10.16* Stock Option Plan of @ Entertainment.
10.17* Employment Agreement, dated at January 1, 1996, between
PTK-Warszawa S.A. and Andrzej Muras. (Incorporated by
reference to Exhibit 10.15 of PCI's Form S-4 Registration
Statement, Registration No. 333-20307).
10.18* Form of Agreement for Lease of Cable Conduits with
Telekomunikacja Polska S.A.
10.19+ Agreement for Digital Transmission on the Astra System
between Societe Europeene des Satellites S.A. ("SES") and
PCI Programming, Inc. (Mozaic Entertainment, Inc. (formerly,
PCI Programming, Inc., "Mozaic") (ASTRA 1F Satellite) dated
March 26, 1997.
10.20+ Agreement for Digital Transmission on the Astra System
between SES and Mozaic (ASTRA 1F Satellite) dated March 26,
1997.
10.21+ Agreement for Digital Transmission on the Astra System
between SES and Mozaic (ASTRA 1E Satellite) dated March 27,
1997.
10.22* Form of Assignment and Assumption Agreement related to
employment contracts with certain of the executive officers
of @ Entertainment.
10.23* Shareholders Agreement between Chase International
Corporation, Frank N. Cooper, Rutter-Dunn Communications,
Inc., Poland Cablevision U.S.A., Inc., and Poland
Cablevision B.V. ("PCBV"), dated at March 8, 1990.
II-2
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.24* Form of Assignment and Assumption Agreement related to stock
option agreements with certain of the executives of @
Entertainment.
10.25* Advisory Services Agreement between @ Entertainment and
Handlowy Investments S.ar.l. dated at July 29, 1997.
11.1* Statement Regarding Calculation of Per Share Earnings.
15* Letter from KPMG Peat Marwick LLP regarding unaudited
interim financial information.
21* List of subsidiaries of @ Entertainment.
23.1* Consent of KPMG Peat Marwick LLP with respect to @
Entertainment.
23.2* Consent of KPMG Peat Marwick LLP with respect to Poland
Cablevision (Netherlands) B.V.
23.5* Consent of Baker & McKenzie with respect to the legality of
the securities being registered (contained in Exhibit 5).
23.6* Consent of Baker & McKenzie with respect to the certain tax
matters (contained in Exhibit 8).
25* Power of Attorney (included on the signature page in Part II
of this Registration Statement).
27* Financial Data Schedule.
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* Previously filed.
+ Extended confidential treatment has been granted with respect to portions of
this Exhibit. Such portions have been omitted and filed separately with the
Securities and Exchange Commission.
(b) Financial Statement Schedules
The following are included in Part II of this Registration Statement.
Schedule II -- Valuation and Qualifying Accounts*
-- @ Entertainment, Inc.
-- Poland Cablevision (Netherlands) B.V.
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* Previously filed.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
London, England, on the 11th day of August, 1999.
@ Entertainment, Inc.
By: /s/ ROBERT E. FOWLER, III
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Robert E. Fowler, III
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates stated:
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SIGNATURE TITLE DATE
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* Chairman of the Board of Directors August 11, 1999
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David T. Chase
* Director August 11, 1999
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Arnold L. Chase
* Director August 11, 1999
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Scott A. Lanphere
* Director August 11, 1999
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Jerzy Z. Swirski
Director
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David Chance
Director
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Samuel Chisholm
Director
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Agnieszka Holland
/s/ ROBERT E. FOWLER, III Chief Executive Officer and August 11, 1999
--------------------------------------------- Director
Robert E. Fowler, III (Principal Executive Officer)
/s/ DONALD MILLER-JONES Chief Financial Officer August 11, 1999
--------------------------------------------- (Principal Financial and Principal
Donald Miller-Jones Accounting Officer)
*By: /s/ ROBERT E. FOWLER, III
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Robert E. Fowler, III
Attorney-in-Fact
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘POS EX’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 8/11/99 | | 6 |
| | 7/29/97 | | 5 | | | | | S-1/A |
| | 7/14/97 | | 3 |
| | 6/23/97 | | 4 |
| | 6/22/97 | | 3 |
| | 4/7/97 | | 4 |
| | 3/27/97 | | 4 |
| | 3/26/97 | | 4 |
| | 2/7/97 | | 4 |
| | 1/1/97 | | 4 |
| | 10/31/96 | | 3 |
| | 9/1/96 | | 4 |
| | 1/1/96 | | 4 |
| List all Filings |
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