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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on December&nbsp;5, 2005.
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration No.&nbsp;333 - <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV style="width: 100%;margin-top: 6pt; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>CEC ENTERTAINMENT, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD align="center" valign="top"><B>Kansas</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>48-0905805</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
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</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>4441 West Airport Freeway, Irving, Texas 75062</B><BR>
(Address of principal executive offices and zip code)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CEC ENTERTAINMENT, INC.<BR>
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Richard M. Frank<BR>
Chairman of the Board and Chief Executive Officer</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>4441 West Airport Freeway<BR>
Irving, Texas 75062</B><BR>
(Name and address of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(972)&nbsp;258-8507</B><BR>
(Telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">With a Copy to:</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Ted S. Schweinfurth<BR>
Winstead Sechrest &#038; Minick P.C.<BR>
5400 Renaissance Tower<BR>
1201 Elm Street<BR>
Dallas, Texas 75270</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
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    <TD width="8%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="left" colspan="15" style="border-bottom: 3px solid #000000">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="center">Title of</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Maximum</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Maximum</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Securities</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">To be</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Offering Price</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Aggregate</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Registration</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="center">To be Registered</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Registered<SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Per Share<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Offering Price<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Fee<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD width="1%">&nbsp;</TD>
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                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, $0.10 par value per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">50,000</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$36.41</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$1,820,500</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$194.79</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px solid #000000">&nbsp;</TD>
</TR>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
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<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Shares of common stock of CEC Entertainment, Inc., par value $0.10 per share (the
&#147;<U>Common Stock</U>&#148;), being registered hereby relate to the CEC Entertainment, Inc. Non-Employee
Director Restricted Stock Plan (the &#147;<U>Plan</U>&#148;). Pursuant to Rule&nbsp;416 promulgated under the
Securities Act of 1933, as amended (the &#147;<U>Securities Act</U>&#148;), there are also being registered
such additional shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Plan.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and (h)&nbsp;promulgated under the Securities Act on the basis of the average of the high and low sale
prices of the Common Stock on December&nbsp;1, 2005, as reported on the New York Stock Exchange.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">










<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>RE-OFFER PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CEC ENTERTAINMENT, INC.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>Common Stock, $0.10 par value per share</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to shares of common stock, $0.10 par value per share, of CEC
Entertainment, Inc. which may be offered from time to time by the selling stockholders identified
under the caption &#147;Selling Stockholders&#148; in this prospectus for their own accounts. Each of the
selling stockholders will acquire the shares of common stock covered by this prospectus pursuant to
the CEC Entertainment, Inc. Non-Employee Director Restricted Stock Plan (as amended, the
&#147;<U>Plan</U>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus has been prepared for the purpose of registering the shares of common stock
under the Securities Act of 1933 (the &#147;<U>Securities Act</U>&#148;) to allow for future sale by the
selling stockholders, on a continuous or delayed basis, to the public without restriction. Each
selling stockholder and any participating broker or dealer may be deemed to be an &#147;underwriter&#148;
within the meaning of the Securities Act, in which event any profit on the sale of shares by the
selling stockholder and any commissions or discounts received by those brokers or dealers may be
deemed to be underwriting compensation under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the New York Stock Exchange under the symbol &#147;CEC.&#148; On December
1, 2005, the last reported sale price of our common stock was $36.70 per share.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES<BR>
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON<BR>
PAGE 1 OF THIS PROSPECTUS.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>Neither the Securities and Exchange Commission nor any state securities commission has approved or<BR>
disapproved the shares of common stock we are offering, or determined that this prospectus is<BR>
truthful or complete. Any representation to the contrary is a criminal offense.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">The date of this prospectus is December&nbsp;5, 2005.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
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<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>TABLE OF CONTENTS</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101"><B>CEC ENTERTAINMENT, INC.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>1</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102"><B>RISK FACTORS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>3</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103"><B>FORWARD-LOOKING STATEMENTS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104"><B>USE OF PROCEEDS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105"><B>SELLING STOCKHOLDERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106"><B>PLAN OF DISTRIBUTION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107"><B>LEGAL MATTERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>7</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108"><B>EXPERTS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>7</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109"><B>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>8</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110"><B>WHERE YOU CAN FIND MORE INFORMATION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>8</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111"><B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>9</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>EXHIBIT A: CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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<P align="center" style="font-size: 10pt">i

</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CEC ENTERTAINMENT, INC.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CEC Entertainment, Inc. was incorporated in the State of Kansas in 1980 and is engaged in the
family restaurant/entertainment center business. As of October&nbsp;2, 2005, we operated 462 Chuck E.
Cheese&#146;s &#174; restaurants, and our franchisees operated 45 restaurants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chuck E. Cheese&#146;s restaurants offer a variety of pizza, a salad bar, sandwiches, appetizers
and desserts and feature musical and comic entertainment by robotic and animated characters,
family-oriented games, rides and arcade-style activities. The restaurants are intended to appeal
to families with children between the ages of 2 and 12.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has initiated several strategies to increase revenues and earnings over the
long-term that require capital expenditures. These strategies include: (a)&nbsp;new restaurant
development and acquisitions of existing restaurants from franchisees, (b)&nbsp;a game enhancement
initiative that includes new games and a game rotation plan, (c)&nbsp;major remodels, and (d)&nbsp;expansions
of the square footage of existing restaurants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2005, the Company plans to add 27 to 30 restaurants, which includes opening new restaurants
and acquiring existing restaurants from franchisees. The Company currently anticipates its cost of
opening such new restaurants will vary depending upon many factors including the size of the
restaurants and whether the Company acquires land or the restaurant is an in-line or freestanding
building. The average capital cost of all new restaurants expected to open in 2005 is approximately
$1.8&nbsp;million per restaurant. At the beginning of 2005, the Company identified potential development
opportunities for approximately 250 restaurants including those restaurants expected to open in
2005. The Company currently expects to open approximately 90 to100 restaurants from 2006 through
2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The game enhancement initiative began in 2003 and has an average capital cost of approximately
$50,000 to $60,000 per restaurant. The primary components of this plan are to provide new and
transferred games and rides and, in certain stores, enhancements to the Toddler Zone<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>.
The major remodel initiative includes expansion of the space allocated to the game room, an
increase in the number of games and in some cases may include a new exterior and interior identity.
A new exterior identity includes a revised Chuck E. Cheese&#146;s logo and signage, updating the
exterior design of the buildings and, in some restaurants, colorful new awnings. The interior
component includes painting, updating decor, a new menu board and enhanced lighting. The Company
intends to complete approximately 60 to 70 major remodels in 2005 with an average capital cost of
approximately $300,000 per restaurant. Approximately three quarters of the major remodels will also
include the new exterior and interior identity depending on the age and condition of the building
exterior, signage and awnings. In addition, the Company intends on expanding the square footage in
approximately five to seven restaurants during 2005. Expanding the square footage of existing
restaurants can range in cost from $200,000 to $900,000 per restaurant, but generally have an
average capital cost of approximately $500,000.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company expects the aggregate capital costs in 2005 of completing the game enhancement
initiative, major remodels, expanding the square footage of existing restaurants and
</DIV>

<P align="center" style="font-size: 10pt">P-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the exterior and interior remodels to total approximately $28&nbsp;million and impact approximately
140 restaurants.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the nine months of 2005, the Company opened 12 new restaurants, acquired one restaurant
from a franchisee, completed 50 game rotation upgrades, 37 major remodels and expanded the square
footage of three restaurants. The Company currently estimates that capital expenditures in 2005
will be $95 to $100&nbsp;million, including the $28&nbsp;million the Company is expecting to invest to
remodel existing stores. The Company plans to finance its capital expenditures through cash flow
from operations and, if necessary, borrowings under the Company&#146;s line of credit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal offices are located at 4441 West Airport Freeway, Irving, Texas 75062 and our
telephone number is (972)&nbsp;258-8507.
</DIV>

<P align="center" style="font-size: 10pt">P-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>You should carefully consider the risks described below before making an investment decision.
We believe these are the material risks currently facing our business. Our business, financial
condition or results of operations could be materially adversely affected by these risks. The
trading price of our common stock could decline due to any of these risks, and you may lose all or
part of your investment. You should also refer to the other information included or incorporated
by reference in this prospectus, including our financial statements and related notes.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may not be able to implement successfully our growth strategies.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our continued growth depends, to a significant degree, on our ability to implement
successfully our growth strategies. Among such strategies, we plan to continue to open new stores
in selected markets. The opening and success of new Chuck E. Cheese&#146;s restaurant/entertainment
centers will depend on various factors, including the availability of suitable sites, the
negotiation of acceptable lease terms for such locations, the ability to meet construction
schedules, the ability to manage such expansion and hire and train personnel, as well as general
economic and business conditions. Our ability to open successfully new stores will also depend
upon the availability of sufficient funds for such purpose, including funds from operations, our
existing credit facility, future debt financings, future equity offerings or a combination thereof.
There can be no assurance that we will be successful in opening and operating the number of
anticipated new stores on a timely or profitable basis. Our growth is also dependent on
management&#146;s ability to evolve continually and update our concept to anticipate and respond to
changing customer needs and competitive conditions. There can be no assurance that management will
be able to anticipate successfully changes in competitive conditions or customer needs or that the
market will accept our concepts.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>The success of the restaurant/entertainment industry is dependent upon many factors, over which we
have little or no control.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The restaurant/entertainment industry is affected by national, regional and local economic
conditions, demographic trends and consumer tastes. The performance of individual restaurants may
be affected by factors such as traffic patterns and the type, number and location of competing
restaurants. Dependence on frequent deliveries of fresh food products also subjects food service
businesses to the risk that shortages or interruptions in supply caused by adverse weather or other
conditions could adversely affect the availability, quality and cost of ingredients. In addition,
factors such as inflation, increased food, labor and employee benefit costs and the availability of
experienced management and hourly employees may also adversely affect the restaurant industry in
general and our restaurant/entertainment centers in particular. The entertainment industry is
affected by many factors, including changes in customer preferences and increases in the type and
number of entertainment offerings. Operating costs may also be affected by further increases in
the minimum hourly wage, unemployment tax rates, sales taxes and similar matters over which we have
no control.
</DIV>

<P align="center" style="font-size: 10pt">P-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may not be able to compete successfully with our competitors in the restaurant and entertainment
center industries.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our combined restaurant/entertainment center concept puts us in a niche which
combines elements of both the restaurant and entertainment industries. As a result, we, to some
degree, compete with entities in both industries. Although other restaurant chains presently
utilize the concept of combined family restaurant/entertainment operations, we believe these
competitors operate primarily on a local or regional, market-by-market basis. Within the
traditional restaurant sector, we compete with other casual restaurants on a nationwide basis. In
addition to such national restaurant chains and regional and local restaurant/family entertainment
competitors, we compete with other concepts that target the same consumer, including &#147;fun centers.&#148;
These fun centers have experienced rapid expansion which has affected our historical performance.
Our high operating leverage may make us particularly susceptible to competition. Such competitive
market conditions, including the emergence of significant new competition, could adversely affect
our ability to successfully increase our results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our business depends on a limited number of key personnel, and the loss of any of these could
materially and adversely affect our business.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The success of our business will continue to be highly dependent upon Richard M. Frank, our
Chairman of the Board and Chief Executive Officer, Michael H. Magusiak, our President, and other
members of our senior management. Although we have entered into employment agreements with each of
Mr.&nbsp;Frank and Mr.&nbsp;Magusiak, the loss of the services of either of such individuals could have a
material adverse effect upon our business and development. Our success will also depend upon our
ability to retain and attract additional skilled management personnel to our senior management team
and at our operational level. There can be no assurances that we will be able to retain the
services of Messrs.&nbsp;Frank or Magusiak, senior members of our management team or the required
operational support at the store level in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our success depends upon the success of our franchise operations.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success is also dependent, to some degree, upon our franchise operations and the manner in
which our franchisees operate and develop their restaurant/entertainment centers to promote and
develop our concept and our reputation for quality and value. Currently, 10% of our
restaurant/entertainment centers are owned and operated by our franchisees. Although we have
established criteria to evaluate prospective franchisees, there can be no assurance that current or
prospective franchisees will have the business abilities or access to financial resources necessary
to successfully develop or operate restaurant/entertainment centers in their franchise areas in a
manner consistent with our concepts and standards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may be subject to adverse effects from potential negative publicity.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our target market of 2 to 12&nbsp;year old children and families with small children is potentially
highly sensitive to adverse publicity. There can be no assurance that we will not experience
negative publicity regarding one or more of our restaurant/entertainment centers. The occurrence
of negative publicity regarding one or more of our locations could materially and adversely affect
our image with our customers and our results of operations.
</DIV>

<P align="center" style="font-size: 10pt">P-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our results of operations greatly fluctuate between quarters.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have experienced, and in the future could experience, quarterly variations in revenues as a
result of a variety of factors, many of which are outside our control, including the timing and
number of new store openings, the timing of capital investments in existing stores, unfavorable
weather conditions and natural disasters. We typically experience lower net sales in the second
and fourth quarters than in the first and third quarters. If revenues are below expectations in
any given quarter, our operating results would likely be materially adversely affected for that
quarter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We and our franchisees are subject to government regulation and failure to, or the inability to,
comply with these regulations may adversely affect our business.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We and our franchisees are subject to various federal, state and local laws and regulations
affecting operations, including those relating to the use of video and arcade games and rides, the
preparation and sale of food, and those relating to building and zoning requirements. We and our
franchisees are also subject to laws governing our relationship with employees, including minimum
wage requirements, overtime, working and safety conditions and citizenship requirements. In
addition, we are subject to regulation by the Federal Trade Commission and must comply with certain
state laws which govern the offer, sale and termination of franchises and the refusal to renew
franchises. Difficulties or failures in obtaining required licenses or other regulatory approvals
could delay or prevent the opening of a new restaurant/entertainment center, and the suspension of,
or inability to renew, a license or permit could interrupt operations at an existing restaurant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our stock price is volatile.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The price of our common stock has been volatile and can be expected to be significantly
affected by factors such as:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>quarterly variations in our results of operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>quarterly variations in our competitors&#146; results of operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in earnings estimates or buy/sell recommendations by financial analysts;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the stock price performance of comparable companies; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>general market conditions or market conditions specific to particular industries.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">P-5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus contains forward-looking statements that are based on current expectations,
estimates and projections about the industry in which we operate, management&#146;s beliefs and
assumptions made by management. Forward-looking statements generally can be identified by the use
of forward-looking terminology such as &#147;may,&#148; &#147;will,&#148; &#147;expect,&#148; &#147;intend,&#148; &#147;estimate,&#148; &#147;anticipate&#148;
or &#147;believe.&#148; We believe that the expectations reflected in such forward-looking statements are
accurate. However, we cannot assure you that these expectations will occur. Our actual future
performance could differ materially from these statements. Factors that could cause or contribute
to these differences include, but are not limited to,
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>uncertainties regarding the ability to open new stores;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to acquire additional locations for stores on favorable terms;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to enhance the performance of these acquired stores;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the results of our litigation;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>interest rates; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the other risks detailed from time to time in our Securities and Exchange
Commission (the &#147;<U>Commission</U>&#148;) reports.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional factors that could cause our actual results to differ materially from our
expectations are discussed under the section entitled &#147;Risk Factors&#148; and elsewhere in this
prospectus. You should not unduly rely on these forward-looking statements, which speak only as of
the date of this prospectus. Except as required by law, we are not obligated to publicly release
any revisions to these forward-looking statements to reflect events or circumstances occurring
after the date of this prospectus or to reflect the occurrence of unanticipated events.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of shares of common stock by the selling
stockholders.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of our common stock to which this prospectus relates are being registered for
re-offers and resales by certain of our non-employee directors who will acquire shares of common
stock pursuant to the Plan. As the names of such persons and the number of shares of common stock
to be re-offered and resold become known, we will supplement this prospectus with such information.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each selling stockholder may sell his or her shares of common stock covered by this prospectus
for value from time to time in one or more transactions on the New York Stock Exchange, in
negotiated transactions or in a combination of such methods of sale, at market
</DIV>

<P align="center" style="font-size: 10pt">P-6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">prices prevailing at the time of sale, at prices related to such prevailing market prices or
at prices otherwise negotiated. The selling stockholders may effect such transactions by selling
the shares of common stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the shares of common stock for whom such broker-dealers may
act as agent (which compensation may be less than or in excess of customary commissions).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each selling stockholder and any broker-dealer that participates in the distribution of the
shares of common stock may be deemed to be an &#147;underwriter&#148; within the meaning of Section&nbsp;2(11) of
the Securities Act, and any commissions received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions under the Securities Act.
All selling and other expenses incurred by the selling stockholders will be borne by the selling
stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the shares of common stock sold hereunder, the selling stockholders, may, at
any time, sell any shares of common stock owned by them in compliance with all of the requirements
of Rule&nbsp;144 of the Securities Act, regardless of whether such shares are covered by this
prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that the selling stockholders will sell all or any portion of the shares
of common stock offered hereby or that the selling stockholders will transfer, devise or gift these
shares by other means.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will pay all expenses in connection with this offering and will not receive any proceeds
from sales of any shares of common stock by the selling stockholders.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of common stock offered hereby will be passed upon for us by
Winstead Sechrest &#038; Minick P.C.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of CEC Entertainment, Inc. and our subsidiaries as of
January&nbsp;2, 2005 and December&nbsp;28, 2003 and the related consolidated statements of earnings and
comprehensive income, stockholders&#146; equity and cash flow for each of the three years in the period
ended January&nbsp;2, 2005 are incorporated by reference in this prospectus from our Form 10-K filed
March&nbsp;18, 2005, and management&#146;s report on the effectiveness of internal control over financial
reporting dated March&nbsp;18, 2005 (which report expresses an adverse opinion on the effectiveness of
the Company&#146;s internal control over financial reporting because of a material weakness) appearing
in the Annual Report on Form 10-K of CEC Entertainment, Inc. for the year ended January&nbsp;2, 2005.
These financial statements have been audited by Deloitte &#038; Touche LLP, an independent registered
public accounting firm, as stated in their report, which is incorporated by reference herein, and
have been so incorporated in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
</DIV>

<P align="center" style="font-size: 10pt">P-7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide without charge, upon written or oral request, a copy of any or all of the
documents which are incorporated by reference into this prospectus. You should contact us at CEC
Entertainment, Inc., Attention: Legal Department, 4441 West Airport Freeway, Irving, Texas 75062,
telephone number (972)&nbsp;258-8507 should you desire any of these documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents, which we previously filed with the Commission pursuant to Sections&nbsp;13
or 15 of the Securities Exchange Act of 1934 (the &#147;<U>Exchange Act</U>&#148;), are incorporated by
reference into this prospectus:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K (File No.&nbsp;001-13687) for the year ended January
2, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the portions of our proxy statement (File No.&nbsp;001-13687) for our 2005 annual
meeting of stockholders that have been incorporated by reference into our Annual Report
on Form 10-K;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Quarterly Report on Form 10-Q (File No.&nbsp;001-13687), for the quarter ended
October&nbsp;2, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Reports on Form 8-K (File No.&nbsp;001-13687) filed on February&nbsp;2, March
2, March&nbsp;9, April&nbsp;1, April&nbsp;20, July&nbsp;26, September&nbsp;13 and October&nbsp;25, 2005 (but
specifically excluding those portions merely furnished to the Commission under Item&nbsp;12
thereof); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of our Common Stock contained in our registration statement on
Form 8-A (File No.&nbsp;001-13687) filed with the Commission pursuant to Section&nbsp;12 of the
Securities Exchange Act of 1934 (the &#147;<U>Exchange Act</U>&#148;), including any amendments
or reports filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Finally, we incorporate by reference in this prospectus all documents that we may file under
Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before
the filing of a post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Those documents are a part of this
prospectus from the date of filing. Any statement incorporated by reference in this prospectus
shall be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes that statement. Any statement that is
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file annual, quarterly and current reports, proxy statements and other information with the
Commission. You may read and copy any reports, proxy statements and other information we file at
the Commission&#146;s public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please
call 1-800-SEC-0330 for further information on the operation and location of the public reference
room. Our filings are also available to the public at the web
</DIV>

<P align="center" style="font-size: 10pt">P-8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">site maintained by the Commission at http://www.sec.gov and at our web site at
http://www.chuckecheese.com.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed a registration statement on Form S-8 with the Commission to register the
issuance of the common stock we are offering under the Plan. This prospectus is part of that
registration statement. As allowed by the Commission&#146;s rules, this prospectus does not contain all
of the information you can find in the registration statement or the exhibits to the registration
statement.
</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Kansas General Corporation Code (the &#147;</B><U><B>KGCC</B></U><B>&#148;)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(a) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts (including attorneys&#146; fees) paid in
settlement actually and reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
<I>nolo contendere </I>or its equivalent, shall not, of itself, create a presumption that he or she did
not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(b) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys&#146; fees)
actually and reasonably incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
</DIV>

<P align="center" style="font-size: 10pt">P-9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(c) of the KGCC provides that to the extent a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of Section&nbsp;17-6305, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses (including
attorneys&#146; fees) actually and reasonably incurred by him or her in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(d) of the KGCC provides that any indemnification under subsections (a)&nbsp;and (b)
of Section&nbsp;17-6305 (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he or she has met the applicable standard of
conduct set forth in subsections (a)&nbsp;and (b)&nbsp;of Section&nbsp;17-6305. Such determination shall be made,
with respect to a person who is a director or officer at the time of such determination: (1)&nbsp;by a
majority vote of the directors who were not parties to such action, suit or proceeding, even though
less than a quorum; (2)&nbsp;by a committee of such directors designated by majority vote of such
directors, even though less than a quorum; (3)&nbsp;if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion; or (4)&nbsp;by the stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(e) of the KGCC provides that expenses, including attorneys&#146; fees, incurred by
an officer or director in defending a civil criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in Section&nbsp;17-6305. Such expenses, including
attorneys&#146; fees, incurred by former directors and officers or incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Articles of Incorporation</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation (the &#147;<U>Articles</U>&#148;) provide that our directors shall not be
personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a
director, provided that the Articles do not eliminate liability (i)&nbsp;for any breach of the
director&#146;s duty of loyalty to us or our stockholders, (ii)&nbsp;for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)&nbsp;in respect of certain
unlawful dividend payments or stock purchases or redemptions, pursuant to Section&nbsp;17-6424 of the
KGCC, or (iv)&nbsp;for any transaction from which the director derived an improper personal benefit.
Further, our Articles provide that we may agree to the terms and conditions upon which any
director, officer, employee or agent accepts his or her office or position and in our Bylaws, by
contract or in any other manner may agree to indemnify and protect any director, officer, employee
or agent of the corporation, or any other person who serves at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to
the extent permitted by the laws of the State of Kansas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Bylaws</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Bylaws provide that each person who is or was a director or officer of the corporation or
is or was serving at our request as a director, officer, employee or agent of another
</DIV>

<P align="center" style="font-size: 10pt">P-10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">entity (including the heirs, executors, administrators or estate of such person) shall be
indemnified by us as of right to the full extent permitted or authorized by the laws of the State
of Kansas, as now in effect and as hereafter amended (but, in the case of any such amendment, only
to the extent that such amendment permits us to provide broader indemnification rights than
permitted prior thereto) against any liability, judgment, fine, amount paid in settlement, cost and
expense (including attorneys&#146; fees) asserted or threatened against and incurred by such person in
his or her capacity as or arising out of his or her status as a director or officer of the
corporation or, if serving at our request, as a director, officer, employee or agent of another
entity. The indemnification provisions of our Bylaws are not exclusive of any other rights to
which those indemnified may be entitled under any other provision of our Bylaws or under any
agreement, vote of stockholders or disinterested directors or otherwise, and shall not limit in any
way any right which we may have to make different or further indemnification with respect to the
same or different persons or classes of persons. Our Bylaws further provide that we will advance
to any person entitled to indemnification thereunder such expenses and costs as such person may
incur in connection with any matter, event, claim or cause of action for which indemnification is,
or may be, available hereunder provided that such person agrees to return to us any such funds so
advanced in the event that such person is not entitled to such indemnification.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, our Bylaws provide that no person will be liable to us for any loss, damage,
liability or expense suffered by him or her on account of any action taken or omitted to be taken
by him or her as a director or officer of the corporation or of any other entity which he or she
serves as a director, officer, employee or agent at our request, if such person (i)&nbsp;exercised the
same degree of care and skill as a prudent person would have exercised under the circumstances in
the conduct of his or her own affairs, or (ii)&nbsp;took or omitted to take such action in reliance upon
advice of our counsel, or for such other entity, or upon statements made or information furnished
by directors, officers, employees or agents of the corporation or for such other entity which he or
she had no reasonable grounds to disbelieve.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Indemnification Agreements and Insurance</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have limited indemnification agreements with certain officers that are included in such
officers&#146; employment agreements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also maintain a directors&#146; and officers&#146; liability insurance policy insuring our directors
and officers against certain losses resulting from certain acts committed by them in their
capacities as directors and officers of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Commission Position on Indemnification</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our
directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
</DIV>


<P align="center" style="font-size: 10pt">P-11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>CEC ENTERTAINMENT, INC.<BR>
NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The CEC Entertainment, Inc. Non-Employee Directors Restricted Stock Plan (hereinafter called
the &#147;Plan&#148; as amended, from time to time) was adopted by the board of directors of CEC
Entertainment, Inc., a Kansas corporation (hereinafter called the &#147;Company&#148;), on March&nbsp;28, 2005 and
will be effective upon its approval by the stockholders of the Company (the &#147;Effective Date&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;1
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">PURPOSE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of the Plan is to attract, retain and award the services of the non-employee
directors of the Company and to provide such persons with a proprietary interest in the Company
through the granting of restricted stock that will further align their interests with the interests
of the Company&#146;s other stockholders. Upon the approval of the Plan by the stockholders of the
Company, the Company intends to use the Plan as the primary means through which the Company issues
equity to its non-employee directors for their service to the Company as directors and to
discontinue issuing stock options to such directors pursuant to the Company&#146;s Non-Employee
Directors Stock Option Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;2
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">DEFINITIONS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purpose of the Plan, unless the context requires otherwise, the following terms shall
have the meanings indicated:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1 &#147;Board&#148; means the board of directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2 &#147;Change of Control&#148; means any of the following: (i)&nbsp;any consolidation, merger or share
exchange of the Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company&#146;s Common Stock would be converted into cash, securities or
other property, other than a consolidation, merger or share exchange of the Company in which the
holders of the Company&#146;s Common Stock immediately prior to such transaction have the same
proportionate ownership of Common Stock of the surviving corporation immediately after such
transaction; (ii)&nbsp;any sale, lease, exchange or other transfer (excluding transfer by way of pledge
or hypothecation) in one transaction or a series of related transactions, of all or substantially
all of the assets of the Company; (iii)&nbsp;the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; (iv)&nbsp;the cessation of control (by
virtue of their not constituting a majority of directors) of the Board by the individuals (the
&#147;Continuing Directors&#148;) who were members of the Board for the immediately preceding two (2)&nbsp;years
(unless the election, or the nomination for election by the Company&#146;s stockholders, of each new
director was approved by a vote of at least two-thirds (2/3)
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the directors then still in office who were directors at the beginning of such a period);
(v)&nbsp;the acquisition of beneficial ownership (within the meaning of Rule&nbsp;13d-3 under the 1934 Act)
of an aggregate of 30% of the voting power of the Company&#146;s outstanding voting securities by any
person or group (as such term is used in Rule&nbsp;13d-5 under the 1934 Act) who beneficially owned less
than 15% of the voting power of the Company&#146;s outstanding voting securities on the date of this
Plan, or the acquisition of beneficial ownership of an additional 15% of the voting power of the
Company&#146;s outstanding voting securities by any person or group who beneficially owned at least 15%
of the voting power of the Company&#146;s outstanding voting securities on the date of this Plan;
<U>provided</U>, <U>however</U>, that notwithstanding the foregoing, an acquisition shall not
constitute a Change of Control hereunder if the acquiror is (A)&nbsp;a trustee or other fiduciary
holding securities under an employee benefit plan of the Company and acting in such capacity, (B)&nbsp;a
Subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of voting securities of the
Company or (C)&nbsp;any other person whose acquisition of shares of voting securities is approved in
advance by a majority of the Continuing Directors; or (vi)&nbsp;in a Title 11 bankruptcy proceeding, the
appointment of a trustee or the conversion of a case involving the Company to a case under Chapter
7.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3 &#147;Code&#148; means the Internal Revenue Code of 1986, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4 &#147;Committee&#148; means the committee designated to administer the Plan in accordance with
Article&nbsp;3 of this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5 &#147;Common Stock&#148; means the common stock of the Company, par value $ 0.10 per share, which
the Company is currently authorized to issue or may in the future be authorized to issue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6 &#147;Date of Grant&#148; means the effective date on which a Restricted Stock Award is made to an
Eligible Director as set forth in the applicable Restricted Stock Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7 &#147;Director&#148; means a member of the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8 &#147;Eligible Director&#148; means a Non-employee Director who was previously appointed or elected
to the Board and who continues to serve in such capacity at the time for granting Restricted Stock
Awards pursuant to Section&nbsp;6.1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9 &#147;Employee&#148; means a common law employee, including an employee who is also an Officer or
Director, (as defined in accordance with the Regulations and Revenue Rulings then applicable under
Section 3401(c) of the Code) of the Company or any Subsidiary. &#147;Employee&#148; does not include
Non-employee Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10 &#147;Exchange Act&#148; means the Securities Exchange Act of 1934, as amended, and any successor
statute. Reference in the Plan to any section of the Exchange Act shall be deemed to include any
amendments or successor provisions to such section and rules and regulations relating to such
section.
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11 &#147;Fair Market Value&#148; of a share of Common Stock means the average of the closing prices of
the Common Stock as reported by the New York Stock Exchange for the five trading day period ending
on and including the date of a Restricted Stock Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12 &#147;Officer&#148; means a person who is an &#147;officer&#148; of the Company or a Subsidiary within the
meaning of Section&nbsp;16 of the Exchange Act (whether or not the Company is subject to the
requirements of the Exchange Act).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13 &#147;Non-employee Director&#148; means a member of the Board who is not an Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14 &#147;Removal&#148; means removal of a Non-employee Director from the Board, with or without cause,
in accordance with the Company&#146;s Certificate of Incorporation, Bylaws or Kansas General Corporation
Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.15 &#147;Restriction Period&#148; means the period during which the Common Stock under a Restricted
Stock Award is nontransferable and subject to &#147;Forfeiture Restrictions&#148; as defined in Section&nbsp;6.2
of the Plan and set forth in any related Restricted Stock Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.16 &#147;Restricted Stock&#148; means shares of Common Stock issued to an Eligible Director pursuant
to Section&nbsp;6.1 of this Plan which are subject to restrictions or limitations set forth in this Plan
and in any related Restricted Stock Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.17 &#147;Restricted Stock Agreement&#148; means the written agreement evidencing the grant of a
Restricted Stock Award executed by the Company and the Eligible Director, including any amendments
thereto. Each Restricted Stock Agreement shall be subject to the terms and conditions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.18 &#147;Restricted Stock Award&#148; means an award granted under Section&nbsp;6.1 of this Plan of shares
of Common Stock issued to an Eligible Director.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.19 &#147;Securities Act&#148; means the Securities Act of 1933, as amended, and any successor statute.
Reference in the Plan to any section of the Securities Act shall be deemed to include any
amendments or successor provisions to such section and any rules and regulations relating to such
section.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.20 &#147;Subsidiary&#148; means (i)&nbsp;any corporation in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the unbroken chain
owns stock possessing a majority of the total combined voting power of all classes of stock in one
of the other corporations in the chain, (ii)&nbsp;any limited partnership, if the Company or any
corporation described in item (i)&nbsp;above owns a majority of the general partnership interest and a
majority of the limited partnership interests entitled to vote on the removal and replacement of
the general partner, and (iii)&nbsp;any partnership or limited liability company, if the partners or
members thereof are composed only of the Company, any corporation listed in item (i)&nbsp;above or any
limited partnership listed in item (ii)&nbsp;above. &#147;Subsidiaries&#148; means more than one of any such
corporations, limited partnerships, partnerships or limited liability companies.
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.21 &#147;Termination of Service&#148; occurs when an Eligible Director shall cease to serve as a
Non-employee Director for any reason.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;3
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">ADMINISTRATION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Compensation Committee of the Board unless and until
such time as the Board appoints other members of the Board to serve as the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the express provisions of the Plan, the Committee shall have power and authorities
which are exclusively ministerial in nature, including the authority to construe and interpret the
Plan, to define the terms used in the Plan, to prescribe, amend, and rescind rules and regulations
relating to the administration of the Plan and to make all other determinations necessary or
advisable for the administration of the Plan. The determination of the Committee on all such
matters referred to in the Plan shall be conclusive. No member of the Committee shall be liable
for any action, failure to act, determination or interpretation made in good faith with respect to
the Plan or any transaction under the Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;4
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">ELIGIBILITY
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-employee Directors, including Non-employee Directors who are members of the Committee,
shall be eligible to participate in the Plan. Each Eligible Director shall, if required by the
Company, enter into an agreement with the Company in such form as the Committee shall determine
consistent with the provisions of the Plan for purposes of implementing the Plan or effecting its
purposes. In the event of any inconsistency between the provisions of the Plan and any such
agreement, the provisions of the Plan shall govern.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;5
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SHARES SUBJECT TO THE PLAN
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to adjustment as provided herein, the maximum number of shares of Common Stock that
may be issued pursuant to Restricted Stock Awards granted under the Plan is 50,000 shares. Shares
of Common Stock previously subject to Restricted Stock Awards hereunder which are forfeited or
cancelled may be reissued pursuant to Restricted Stock Awards.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;6
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">GRANT OF RESTRICTED STOCK AWARD
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 <U>Awards</U>. Following the Effective Date, on every fifth Business Day in January each
Eligible Director shall be granted a Restricted Stock Award for the number of shares of Common
Stock having a Fair Market Value as of the Date of Grant equal to $75,000.00 (the &#147;Annual Grant&#148;).
If a person first becomes an Eligible Director between the date of Annual Grants, such Eligible
Director shall be granted a Restricted Stock Award for the number of
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">shares of Common Stock having the Fair Market Value as of the date he or she becomes an
Eligible Director equal to $75,000.00 multiplied by a fraction the numerator of which is the number
of days from the date such person becomes an Eligible Director until the date of the next Annual
Grant and the denominator of which is 365. For the purposes of the Plan, the term &#147;Business Day&#148;
shall mean a day on which the New York Stock Exchange is open for business and is conducting normal
trading activity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2 <U>Forfeiture Restrictions</U>. Shares of Common Stock that are the subject of a
Restricted Stock Award shall be subject to restrictions on disposition by the Eligible Director and
to an obligation of the Eligible Director to forfeit and surrender the shares to the Company under
certain circumstances (the &#147;Forfeiture Restrictions&#148;). The Forfeiture Restrictions shall be
determined by the Committee, in its sole discretion, and the Committee may provide that the
Forfeiture Restrictions shall lapse on the passage of time or the occurrence of such other event or
events determined to be appropriate by the Committee. The Forfeiture Restrictions applicable to a
particular Restricted Stock Award (which may differ from any other such Restricted Stock Award)
shall be stated in the Restricted Stock Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 <U>Vesting</U>. The Forfeiture Restrictions referred to in Section&nbsp;6.2 above for any
particular Restricted Stock Award shall include the following vesting schedule:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="83%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Portion of Shares That</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Are Vested On or After</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center">Anniversary of</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Such Anniversary and</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date of Grant</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Before Next Anniversary</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD align="center">First</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">25%</TD>
</TR>
<TR valign="bottom">
    <TD align="center">Second</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">50%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center"><DIV style="margin-left:15px; text-indent:-15px">Third</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">75%</TD>
</TR>
<TR valign="bottom">
    <TD align="center">Fourth</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">100%&nbsp;&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If an Eligible Director&#146;s membership on the Board is terminated pursuant to his or her
(i)&nbsp;Removal, (ii)&nbsp;not being re-nominated for Board membership for the next succeeding period, (iii)
being nominated for Board membership for the next succeeding period but not being reelected for
Board membership for such period by the Company&#146;s stockholders, or (iv)&nbsp;resignation from the Board,
in any such case, prior to the actual vesting or lapse of any other Forfeiture Restrictions, if
any, applicable to such Restricted Stock Award, then such unvested Restricted Stock shall
immediately be cancelled and the Eligible Director (and such Eligible Directors estate or legal
representative) shall forfeit any rights or interests in and with respect to any such unvested
Restricted Stock. If an Eligible Director ceases to be a Director due to death, then all of such
Eligible Directors Restricted Stock shall immediately vest in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, if an Eligible Director ceases to be a Director because of voluntary retirement
after a lengthy period of service on the Board or because of health reasons, the Eligible Directors
may, in their sole discretion, take action, which action would exclude the participation of the
affected Eligible Director, to vest in full the affected Eligible Director&#146;s Restricted Stock that
was awarded at least one year prior to the affected Eligible Director&#146;s cessation of Board service.
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4 <U>Restricted Stock Awards</U>. Shares of Common Stock awarded pursuant to a Restricted
Stock Award shall be represented by a stock certificate registered in the name of the Eligible
Director of such Restricted Stock Award or by a book entry account with the Company&#146;s transfer
agent. The Eligible Director shall have the right to receive dividends with respect to the shares
of Common Stock subject to a Restricted Stock Award, to vote the shares of Common Stock subject
thereto and to enjoy all other stockholder rights with respect to the shares of Common Stock
subject thereto, except that, unless provided otherwise in the Restricted Stock Agreement, (i)&nbsp;the
Eligible Director shall not be entitled to delivery of the certificate evidencing the shares of
Common Stock covered by a Restricted Stock Award until the Forfeiture Restrictions have expired,
(ii)&nbsp;the Company or an escrow agent shall retain custody of the certificate evidencing the shares
of Common Stock (or such shares shall be held in a book entry account with the Company&#146;s transfer
agent) until the Forfeiture Restrictions have expired, (iii)&nbsp;the Eligible Director may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the shares of Common Stock until
the Forfeiture Restrictions have expired, and (iv)&nbsp;a breach of the terms and conditions set forth
in the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award. At the
time of such Restricted Stock Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to the Restricted Stock Award, including
rules pertaining to the Eligible Director&#146;s Termination of Service prior to expiration of the
Forfeiture Restrictions. Such additional terms, conditions or restrictions shall also be set forth
in the Restricted Stock Agreement made in connection with the Restricted Stock Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 <U>Rights and Obligations of Eligible Director</U>. One or more stock certificates
representing shares of Common Stock, free of Forfeiture Restrictions, shall be delivered to the
Eligible Director promptly after, and only after, the Forfeiture Restrictions have expired and the
Eligible Director has satisfied all applicable federal, state and local income tax withholding
requirements, if any. Each Restricted Stock Agreement shall require that (i)&nbsp;the Eligible Director,
by his or her acceptance of the Restricted Stock Award, shall irrevocably grant to the Company a
power of attorney to transfer any shares so forfeited to the Company and agrees to execute any
documents requested by the Company in connection with such forfeiture and transfer, and (ii)&nbsp;such
provisions regarding transfers of forfeited shares of Common Stock shall be specifically
performable by the Company in a court of equity or law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6 <U>Restriction Period</U>. The Restriction Period for a Restricted Stock Award shall
commence on the Date of Grant of the Restricted Stock Award and, unless otherwise established by
the Committee and stated in the Restricted Stock Agreement, shall expire upon satisfaction of the
conditions set forth in the Restricted Stock Agreement pursuant to which the Forfeiture
Restrictions will lapse.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7 <U>Securities Restrictions</U>. The Committee may impose other conditions on any shares
of Common Stock subject to a Restricted Stock Award as it may deem advisable, including (i)
restrictions under applicable state or federal securities laws, and (ii)&nbsp;the requirements of any
stock exchange or national market system upon which shares of Common Stock are then listed or
quoted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.8 <U>Payment for Restricted Stock</U>. The Committee shall determine the amount and form
of any payment for shares of Common Stock received pursuant to a Restricted Stock
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Award; provided, that in the absence of such a determination, the Eligible Director shall not
be required to make any payment for shares of Common Stock received pursuant to a Restricted Stock
Award, except to the extent otherwise required by law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.9 <U>Withholding Taxes</U>. The Committee may establish such rules and procedures as it
considers desirable in order to satisfy any obligation of the Company to withhold applicable
federal, state and local income taxes with respect to the lapse of Forfeiture Restrictions
applicable to Restricted Stock Awards. Prior to delivery of shares of Common Stock upon the lapse
of Forfeitures Restrictions applicable to a Restricted Stock Award, the Eligible Director shall pay
or make adequate provision acceptable to the Committee for the satisfaction of all tax withholding
obligations of the Company, if any.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;7
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">AMENDMENT OR DISCONTINUANCE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the limitations set forth in this Article&nbsp;7, the Board may at any time and from
time to time alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided,
however, that any amendment to the Plan must be approved by the stockholders of the Company if the
amendment would (a)&nbsp;materially increase the aggregate number of shares of Common Stock which may be
issued under the Plan, (b)&nbsp;materially modify the requirements as to eligibility for participation
in the Plan, or (c)&nbsp;materially increase the benefits accruing to Eligible Directors under the Plan.
Any such amendment shall, to the extent deemed necessary by the Committee, be applicable to any
outstanding Restricted Stock Awards theretofore granted under the Plan, notwithstanding any
contrary provisions contained in any Restricted Stock Agreement. In the event of any such
amendment to the Plan, the holder of any Restricted Stock Awards outstanding under the Plan shall,
upon request of the Committee and as a condition to the applicable lapse of Forfeiture Restrictions
thereon, execute a conforming amendment in the form prescribed by the Committee to any Restricted
Stock Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary,
unless required by law, no action contemplated or permitted by this Article&nbsp;7 shall adversely
affect any rights of Eligible Directors or obligations of the Company to Eligible Directors with
respect to any Restricted Stock Awards theretofore granted under the Plan without the consent of
the affected Eligible Director.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;8
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">TERM
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be effective as of the date that the Plan is approved by the stockholders of
the Company. Unless sooner terminated by action of the Board, the Plan will terminate on May&nbsp;1,
2020, but Restricted Stock Awards granted before that date will continue to be effective in
accordance with the terms and conditions of the respective Restricted Stock Agreement.
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;9
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CAPITAL ADJUSTMENTS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If at any time while the Plan is in effect, or Restricted Stock Awards are outstanding, there
shall be any increase or decrease in the number of issued and outstanding shares of Common Stock
resulting from (1)&nbsp;the declaration or payment of a stock dividend, (2)&nbsp;any recapitalization
resulting in a stock split-up, combination, or exchange of shares of Common Stock, or (3)&nbsp;other
increase or decrease in such shares of Common Stock effected without receipt of consideration by
the Company, then and in such event:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) An appropriate adjustment shall be made in the maximum number of shares of Common
Stock then subject to being awarded under the Plan and in the maximum number of shares of
Common Stock that may be awarded to an Eligible Director to the end that the same proportion
of the Company&#146;s issued and outstanding shares of Common Stock shall continue to be subject
to being so awarded.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Appropriate adjustments shall be made in the number of outstanding shares of
Restricted Stock with respect to which Forfeiture Restrictions have not yet lapsed prior to
any such change.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise expressly provided herein, the issuance by the Company of shares of its
capital stock of any class, or securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall be made with
respect to the number of outstanding shares of Restricted Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the occurrence of each event requiring an adjustment with respect to any Restricted Stock
Award, the Company shall communicate by reasonable means intended to reach each affected Eligible
Director its computation of such adjustment which shall be conclusive and shall be binding upon
each such Eligible Director.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;10
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">RECAPITALIZATION, MERGER AND<BR>
CONSOLIDATION; CHANGE IN CONTROL
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1 The existence of this Plan and Restricted Stock Awards granted hereunder shall not affect
in any way the right or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in the Company&#146;s capital
structure and its business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock
or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2 Subject to any required action by the stockholders, if the Company shall be the surviving
or resulting corporation in any merger, consolidation or share exchange, any Restricted Stock
Awards granted hereunder shall pertain to and apply to the securities or rights (including cash,
property, or assets) to which a holder of the number of shares of Common Stock subject to the
Restricted Stock Awards would have been entitled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3 In the event of any merger, consolidation or share exchange pursuant to which the Company
is not the surviving or resulting corporation, there shall be substituted for each share of Common
Stock subject to the outstanding Restricted Stock Awards, that number of shares of each class of
stock or other securities or that amount of cash, property, or assets of the surviving, resulting
or consolidated company which were distributed or distributable to the stockholders of the Company
in respect to each share of Common Stock held by them, such outstanding Restricted Stock Awards to
be thereafter applicable to such stock, securities, cash, or property in accordance with their
terms. Notwithstanding the foregoing, however, all such Restricted Stock Awards may be canceled by
the Company as of the effective date of any such reorganization, merger, consolidation, or share
exchange by giving notice to each holder thereof or his personal representative of its intention to
do so and by permitting the purchase by the Company during the thirty (30)&nbsp;day period next
preceding such effective date of all of the shares of Common Stock subject to such outstanding
Restricted Stock Awards at a price equal to the Fair Market Value of such shares on the date of
purchase.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4 In the event of a Change of Control, then, notwithstanding any other provision in this
Plan to the contrary, all Restricted Stock Awards outstanding shall thereupon automatically be
vested. The determination of the Committee that any of the foregoing conditions has been met shall
be binding and conclusive on all parties.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;11
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">LIQUIDATION OR DISSOLUTION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In case the Company shall, at any time while any Restricted Stock Award under this Plan shall
be in force and remain unexpired, (i)&nbsp;sell all or substantially all of its property, or (ii)
dissolve, liquidate, or wind up its affairs, then each Eligible Director shall be thereafter
entitled to receive, in lieu of each share of Common Stock of the Company in which the Eligible
Director is vested, pursuant to the terms of the Eligible Director&#146;s Restricted Stock Agreement, as
of the date the Company sells all or substantially all of its property, or dissolves, liquidates or
winds up its affairs, the same kind and amount of any securities or assets as may be issuable,
distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect
to each share of Common Stock of the Company. Notwithstanding the foregoing, the Committee may, in
its sole and absolute discretion accelerate the vesting of any Eligible Director&#146;s Restricted Stock
Award in connection with any sale, dissolution, liquidation, or winding up contemplated in this
Article&nbsp;11.
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Article&nbsp;12
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">MISCELLANEOUS PROVISIONS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.1 <U>Investment Intent</U>. The Company may require that there be presented to and filed
with it by any Eligible Director under the Plan, such evidence as it may deem necessary to
establish that the shares of Common Stock to be received from a Restricted Stock Award are being
acquired for investment and not with a view to their distribution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.2 <U>No Right to Continued Board Membership</U>. The grant of Restricted Stock shall not
be construed as giving an Eligible Director the right to be retained as a Director of the Company.
The Board may at any time fail or refuse to nominate an Eligible Director for reelection to the
Board, the stockholders of the Company may at any election fail or refuse to reelect any Eligible
Director to the Board or an Eligible Director may be subject to Removal, in each case, free from
any liability or claim under the Plan or any Restricted Stock Award except as expressly set forth
herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.3 <U>Indemnification of Board and Committee</U>. No member of the Board or the Committee,
nor any Officer or Employee acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good faith with respect to
the Plan, and all members of the Board or the Committee and each and any Officer or Employee acting
on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination, or interpretation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.4 <U>Effect of the Plan</U>. Neither the adoption of this Plan nor any action of the
Board or the Committee shall be deemed to give any person any right to be granted a Restricted
Stock Award or any other rights except as may be evidenced by a Restricted Stock Agreement, or any
amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then
only to the extent and upon the terms and conditions expressly set forth therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.5 <U>Severability And Reformation</U>. The Company intends all provisions of the Plan to
be enforced to the fullest extent permitted by law. Accordingly, should a court of competent
jurisdiction determine that the scope of any provision of the Plan is too broad to be enforced as
written, the court should reform the provision to such narrower scope as it determines to be
enforceable. If, however, any provision of the Plan is held to be wholly illegal, invalid, or
unenforceable under present or future law, such provision shall be fully severable and severed, and
the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision
were never a part hereof, and the remaining provisions of the Plan shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its
severance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.6 <U>Governing Law</U>. The Plan shall be construed and interpreted in accordance with
the laws of the State of Kansas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.7 <U>Compliance With Other Laws and Regulations</U>. Notwithstanding anything contained
herein to the contrary, the Company shall not be required to sell or issue shares of
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Common Stock under any Restricted Stock Award if the issuance thereof would constitute a
violation by the Eligible Director or the Company of any provisions of any law or regulation of any
governmental authority or any national securities exchange or inter-dealer quotation system or
other forum in which shares of Common Stock are quoted or traded (including without limitation
Section&nbsp;16 of the Exchange Act); and, as a condition of any sale or issuance of shares of Common
Stock under a Restricted Stock Award, the Committee may require such agreements or undertakings, if
any, as the Committee may deem necessary or advisable to assure compliance with any such law or
regulation. The Plan, the grant and exercise of Restricted Stock Awards hereunder, and the
obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.8 <U>Legend</U>. Each certificate representing shares of Restricted Stock issued to a
Eligible Director shall bear the following legend, or a similar legend deemed by the Company to
constitute an appropriate notice of the provisions hereof (any such certificate not having such
legend shall be surrendered upon demand by the Company and so endorsed):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On the face of the certificate:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&#147;Transfer of this stock is restricted in accordance with
conditions printed on the reverse of this certificate.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On the reverse:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&#147;The shares of stock evidenced by this certificate are
subject to and transferable only in accordance with that
certain CEC Entertainment, Inc. Non-Employee Directors
Restricted Stock Plan, a copy of which is on file at the
principal office of the Company in Irving, Texas. No
transfer or pledge of the shares evidenced hereby may be
made except in accordance with and subject to the provisions
of said Plan. By acceptance of this certificate, any
holder, transferee or pledgee hereof agrees to be bound by
all of the provisions of said Plan.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following legend shall be inserted on a certificate evidencing Common Stock issued under
the Plan if the shares were not issued in a transaction registered under the applicable federal and
state securities laws:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&#147;Shares of stock represented by this certificate have been
acquired by the holder for investment and not for resale,
transfer or distribution, have been issued pursuant to
exemptions from the registration requirements of applicable
state and federal securities laws, and may not be offered
for sale, sold or transferred other than pursuant to
effective registration under such laws, or in transactions
otherwise in compliance with such laws, and upon evidence
satisfactory
</DIV>

<P align="center" style="font-size: 10pt">Exhibit A-11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">to the Company of compliance with such laws, as to which the
Company may rely upon an opinion of counsel satisfactory to
the Company.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A copy of this Plan shall be kept on file in the principal office of the Company in Irving,
Texas.
</DIV>


<P align="center" style="font-size: 10pt">Exhibit A-12
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information.*</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.*</B>
</DIV>
<DIV style="margin-top: 6pt; font-size: 3pt; border-bottom: 1px solid #000000; width: 18%">&nbsp;</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">* Information required by Part&nbsp;I of Form S-8 to be contained in a prospectus meeting the
requirements of Section 10(a) of the Securities Act of 1933 (the &#147;<U>Securities Act</U>&#148;) is
omitted from this registration statement on Form S-8 (this &#147;<U>Registration Statement</U>&#148;) in
accordance with Rule&nbsp;428 under the Securities Act and the Note to Part&nbsp;I of Form S-8.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate by reference into this Registration Statement the following documents filed
with the Securities and Exchange Commission (the &#147;<U>Commission</U>&#148;) as of their respective
filing dates:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K (File No.&nbsp;001-13687) for the year ended January
2, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the portions of our proxy statement (File No.&nbsp;001-13687) for our 2005 annual
meeting of stockholders that have been incorporated by reference into our Annual Report
on Form 10-K;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Quarterly Report on Form 10-Q (File No.&nbsp;001-13687), for the quarter ended
October&nbsp;2, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Reports on Form 8-K (File No.&nbsp;001-13687) filed on February&nbsp;2, March
2, March&nbsp;9, April&nbsp;1, April&nbsp;20, July&nbsp;26, September&nbsp;13 and October&nbsp;25, 2005 (but
specifically excluding those portions merely furnished to the Commission under Item&nbsp;12
thereof); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of our Common Stock contained in our registration statement on
Form 8-A (File No.&nbsp;001-13687) filed with the Commission pursuant to Section&nbsp;12 of the
Securities Exchange Act of 1934 (the &#147;<U>Exchange Act</U>&#148;), including any amendments
or reports filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">-1-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. Our Common Stock has been registered under Section&nbsp;12 of the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">KANSAS GENERAL CORPORATION CODE (the &#147;<U>KGCC</U>&#148;)
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(a) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts (including attorneys&#146; fees) paid in
settlement actually and reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
<I>nolo contendere </I>or its equivalent, shall not, of itself, create a presumption that he or she did
not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(b) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys&#146; fees)
actually and reasonably incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that
</DIV>

<P align="center" style="font-size: 10pt">-2-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(c) of the KGCC provides that to the extent a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of Section&nbsp;17-6305, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses (including
attorneys&#146; fees) actually and reasonably incurred by him or her in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(d) of the KGCC provides that any indemnification under subsections (a)&nbsp;and (b)
of Section&nbsp;17-6305 (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he or she has met the applicable standard of
conduct set forth in subsections (a)&nbsp;and (b)&nbsp;of Section&nbsp;17-6305. Such determination shall be made,
with respect to a person who is a director or officer at the time of such determination: (1)&nbsp;by a
majority vote of the directors who were not parties to such action, suit or proceeding, even though
less than a quorum; (2)&nbsp;by a committee of such directors designated by majority vote of such
directors, even though less than a quorum; (3)&nbsp;if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion; or (4)&nbsp;by the stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17-6305(e) of the KGCC provides that expenses, including attorneys&#146; fees, incurred by
an officer or director in defending a civil criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in Section&nbsp;17-6305. Such expenses, including
attorneys&#146; fees, incurred by former directors and officers or incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">ARTICLES OF INCORPORATION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation (the &#147;<U>Articles</U>&#148;) provide that our directors shall not be
personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a
director, provided that the Articles do not eliminate liability (i)&nbsp;for any breach of the
director&#146;s duty of loyalty to us or our stockholders, (ii)&nbsp;for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)&nbsp;in respect of certain
unlawful dividend payments or stock purchases or redemptions, pursuant to Section&nbsp;17-6424 of the
KGCC, or (iv)&nbsp;for any transaction from which the director derived an improper personal benefit.
Further, our Articles provide that we may agree to the terms and conditions upon which any
director, officer, employee or agent accepts his or her office or position and in our Bylaws, by
contract or in any other manner may agree to indemnify and protect any director, officer, employee
or agent of the corporation, or any other person who serves at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to
the extent permitted by the laws of the State of Kansas.
</DIV>

<P align="center" style="font-size: 10pt">-3-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">BYLAWS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Bylaws provide that each person who is or was a director or officer of the corporation or
is or was serving at our request as a director, officer, employee or agent of another entity
(including the heirs, executors, administrators or estate of such person) shall be indemnified by
us as of right to the full extent permitted or authorized by the laws of the State of Kansas, as
now in effect and as hereafter amended (but, in the case of any such amendment, only to the extent
that such amendment permits us to provide broader indemnification rights than permitted prior
thereto) against any liability, judgment, fine, amount paid in settlement, cost and expense
(including attorneys&#146; fees) asserted or threatened against and incurred by such person in his or
her capacity as or arising out of his or her status as a director or officer of the corporation or,
if serving at our request, as a director, officer, employee or agent of another entity. The
indemnification provisions of our Bylaws are not exclusive of any other rights to which those
indemnified may be entitled under any other provision of our Bylaws or under any agreement, vote of
stockholders or disinterested directors or otherwise, and shall not limit in any way any right
which we may have to make different or further indemnification with respect to the same or
different persons or classes of persons. Our Bylaws further provide that we will advance to any
person entitled to indemnification thereunder such expenses and costs as such person may incur in
connection with any matter, event, claim or cause of action for which indemnification is, or may
be, available hereunder provided that such person agrees to return to us any such funds so advanced
in the event that such person is not entitled to such indemnification.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, our Bylaws provide that no person will be liable to us for any loss, damage,
liability or expense suffered by him or her on account of any action taken or omitted to be taken
by him or her as a director or officer of the corporation or of any other entity which he or she
serves as a director, officer, employee or agent at our request, if such person (i)&nbsp;exercised the
same degree of care and skill as a prudent person would have exercised under the circumstances in
the conduct of his or her own affairs, or (ii)&nbsp;took or omitted to take such action in reliance upon
advice of our counsel, or for such other entity, or upon statements made or information furnished
by directors, officers, employees or agents of the corporation or for such other entity which he or
she had no reasonable grounds to disbelieve.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">INDEMNIFICATION AGREEMENTS AND INSURANCE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have limited indemnification agreements with certain officers that are included in such
officers&#146; employment agreements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also maintain a directors&#146; and officers&#146; liability insurance policy insuring our directors
and officers against certain losses resulting from certain acts committed by them in their
capacities as directors and officers of the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CEC Entertainment, Inc. Non-Employee Director Restricted Stock Plan.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Articles of Incorporation of CEC Entertainment, Inc.
(incorporated herein by reference to Exhibit&nbsp;3(a) to the Company&#146;s Quarterly
Report on Form&nbsp;10-Q for the quarter ended July&nbsp;4, 1999).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended on April&nbsp;17, 2001 (incorporated herein by
reference to Exhibit&nbsp;4.3 to the Company&#146;s Form&nbsp;S-8 filed on September&nbsp;23, 2004
(file no. 333-119218)).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen form of certificate representing $0.10 par value Common Stock
(incorporated herein by reference to Exhibit&nbsp;4(a) to the Company&#146;s Annual Report
on Form&nbsp;10-K for the year ended December&nbsp;28, 1990).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Winstead Sechrest &#038; Minick P.C.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Winstead Sechrest &#038; Minick P.C. (included in Exhibit&nbsp;5.1).*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page of this Registration Statement).*</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left">
<DIV style="margin-top: 6pt; font-size: 3pt; border-bottom: 1px solid #000000; width: 18%">&nbsp;</DIV>
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom" style="font-size: 3pt">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;We hereby undertake:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any prospectus required by Section
10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">-5-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to Section&nbsp;13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;We hereby undertake that, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the 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 us of
expenses incurred or paid by any of our directors, officers or controlling persons 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, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
</DIV>

<P align="center" style="font-size: 10pt">-6-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, CEC Entertainment, Inc. 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,
hereunto duly authorized, in the City of Irving, State of Texas, as of December&nbsp;5, 2005.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>CEC ENTERTAINMENT, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Richard M. Frank
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Richard M. Frank, Chairman of the Board and&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby constitutes and appoints Richard M. Frank and
Michael H. Magusiak, and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated as of December&nbsp;5, 2005.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard M. Frank
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Cynthia I. Pharr Lee</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard M. Frank, Chairman of the Board,
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Cynthia I. Pharr Lee, Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Chief Executive Officer, and Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(Principal Executive Officer)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael H. Magusiak
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Walter Tyree</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Michael H. Magusiak, President and Director
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Walter Tyree, Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard T. Huston
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Raymond E. Wooldridge</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard T. Huston, Director
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Raymond E. Wooldridge, Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Tim T. Morris
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Christopher D. Morris</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Tim T. Morris, Director
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Christopher D. Morris, Chief
Financial Officer (Principal
Financial Officer)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Louis P. Neeb
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Larry T. McDowell</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Louis P. Neeb, Director
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Larry T. McDowell, Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">-7-
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEX TO EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CEC Entertainment, Inc. Non-Employee Director Restricted Stock Plan.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Articles of Incorporation of CEC Entertainment, Inc.
(incorporated herein by reference to Exhibit&nbsp;3(a) to the Company&#146;s Quarterly
Report on Form&nbsp;10-Q for the quarter ended July&nbsp;4, 1999).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended on April&nbsp;17, 2001 (incorporated herein by
reference to Exhibit&nbsp;4.3 to the Company&#146;s Form&nbsp;S-8 filed on September&nbsp;23, 2004
(file no. 333-119218)).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen form of certificate representing $0.10 par value Common Stock
(incorporated herein by reference to Exhibit&nbsp;4(a) to the Company&#146;s Annual Report
on Form&nbsp;10-K for the year ended December&nbsp;28, 1990).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Winstead Sechrest &#038; Minick P.C.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Winstead Sechrest &#038; Minick P.C. (included in Exhibit&nbsp;5.1).*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page of this Registration Statement).*</TD>
</TR>
</TABLE></DIV>

<DIV align="left">
<DIV style="margin-top: 6pt; font-size: 3pt; border-bottom: 1px solid #000000; width: 18%">&nbsp;</DIV>
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom" style="font-size: 3pt">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">-8-
</DIV>

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sv8
Table of Contents
As filed with the Securities and Exchange Commission on December 5, 2005.
Registration No. 333 -
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Kansas
48-0905805
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4441 West Airport Freeway, Irving, Texas 75062
(Address of principal executive offices and zip code)
CEC ENTERTAINMENT, INC.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
(Full title of the plan)
Richard M. Frank
Chairman of the Board and Chief Executive Officer
4441 West Airport Freeway
Irving, Texas 75062
(Name and address of agent for service)
(972) 258-8507
(Telephone number, including area code, of agent for service)
With a Copy to:
Ted S. Schweinfurth
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Title of
Amount
Maximum
Maximum
Amount of
Securities
To be
Offering Price
Aggregate
Registration
To be Registered
Registered
(1)
Per Share
(2)
Offering Price
(2)
Fee
(2)
Common Stock, $0.10 par value per share
50,000
$36.41
$1,820,500
$194.79
(1)
Shares of common stock of CEC Entertainment, Inc., par value $0.10 per share (the
"
Common Stock
"), being registered hereby relate to the CEC Entertainment, Inc. Non-Employee
Director Restricted Stock Plan (the "
Plan
"). Pursuant to Rule 416 promulgated under the
Securities Act of 1933, as amended (the "
Securities Act
"), there are also being registered
such additional shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Plan.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and (h) promulgated under the Securities Act on the basis of the average of the high and low sale
prices of the Common Stock on December 1, 2005, as reported on the New York Stock Exchange.
Table of Contents
RE-OFFER PROSPECTUS
CEC ENTERTAINMENT, INC.
Common Stock, $0.10 par value per share
This prospectus relates to shares of common stock, $0.10 par value per share, of CEC
Entertainment, Inc. which may be offered from time to time by the selling stockholders identified
under the caption "Selling Stockholders" in this prospectus for their own accounts. Each of the
selling stockholders will acquire the shares of common stock covered by this prospectus pursuant to
the CEC Entertainment, Inc. Non-Employee Director Restricted Stock Plan (as amended, the
"
Plan
").
This prospectus has been prepared for the purpose of registering the shares of common stock
under the Securities Act of 1933 (the "
Securities Act
") to allow for future sale by the
selling stockholders, on a continuous or delayed basis, to the public without restriction. Each
selling stockholder and any participating broker or dealer may be deemed to be an "underwriter"
within the meaning of the Securities Act, in which event any profit on the sale of shares by the
selling stockholder and any commissions or discounts received by those brokers or dealers may be
deemed to be underwriting compensation under the Securities Act.
Our common stock is traded on the New York Stock Exchange under the symbol "CEC." On December
1, 2005, the last reported sale price of our common stock was $36.70 per share.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON
PAGE 1 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved the shares of common stock we are offering, or determined that this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 5, 2005.
TABLE OF CONTENTS
Page
CEC ENTERTAINMENT, INC.
1
RISK FACTORS
3
FORWARD-LOOKING STATEMENTS
6
USE OF PROCEEDS
6
SELLING STOCKHOLDERS
6
PLAN OF DISTRIBUTION
6
LEGAL MATTERS
7
EXPERTS
7
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
8
WHERE YOU CAN FIND MORE INFORMATION
8
INDEMNIFICATION OF DIRECTORS AND OFFICERS
9
EXHIBIT A: CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
i
Table of Contents
CEC ENTERTAINMENT, INC.
CEC Entertainment, Inc. was incorporated in the State of Kansas in 1980 and is engaged in the
family restaurant/entertainment center business. As of October 2, 2005, we operated 462 Chuck E.
Cheese's ® restaurants, and our franchisees operated 45 restaurants.
Chuck E. Cheese's restaurants offer a variety of pizza, a salad bar, sandwiches, appetizers
and desserts and feature musical and comic entertainment by robotic and animated characters,
family-oriented games, rides and arcade-style activities. The restaurants are intended to appeal
to families with children between the ages of 2 and 12.
The Company has initiated several strategies to increase revenues and earnings over the
long-term that require capital expenditures. These strategies include: (a) new restaurant
development and acquisitions of existing restaurants from franchisees, (b) a game enhancement
initiative that includes new games and a game rotation plan, (c) major remodels, and (d) expansions
of the square footage of existing restaurants.
In 2005, the Company plans to add 27 to 30 restaurants, which includes opening new restaurants
and acquiring existing restaurants from franchisees. The Company currently anticipates its cost of
opening such new restaurants will vary depending upon many factors including the size of the
restaurants and whether the Company acquires land or the restaurant is an in-line or freestanding
building. The average capital cost of all new restaurants expected to open in 2005 is approximately
$1.8 million per restaurant. At the beginning of 2005, the Company identified potential development
opportunities for approximately 250 restaurants including those restaurants expected to open in
2005. The Company currently expects to open approximately 90 to100 restaurants from 2006 through
2008.
The game enhancement initiative began in 2003 and has an average capital cost of approximately
$50,000 to $60,000 per restaurant. The primary components of this plan are to provide new and
transferred games and rides and, in certain stores, enhancements to the Toddler Zone
®
.
The major remodel initiative includes expansion of the space allocated to the game room, an
increase in the number of games and in some cases may include a new exterior and interior identity.
A new exterior identity includes a revised Chuck E. Cheese's logo and signage, updating the
exterior design of the buildings and, in some restaurants, colorful new awnings. The interior
component includes painting, updating decor, a new menu board and enhanced lighting. The Company
intends to complete approximately 60 to 70 major remodels in 2005 with an average capital cost of
approximately $300,000 per restaurant. Approximately three quarters of the major remodels will also
include the new exterior and interior identity depending on the age and condition of the building
exterior, signage and awnings. In addition, the Company intends on expanding the square footage in
approximately five to seven restaurants during 2005. Expanding the square footage of existing
restaurants can range in cost from $200,000 to $900,000 per restaurant, but generally have an
average capital cost of approximately $500,000.
The Company expects the aggregate capital costs in 2005 of completing the game enhancement
initiative, major remodels, expanding the square footage of existing restaurants and
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the exterior and interior remodels to total approximately $28 million and impact approximately
140 restaurants.
During the nine months of 2005, the Company opened 12 new restaurants, acquired one restaurant
from a franchisee, completed 50 game rotation upgrades, 37 major remodels and expanded the square
footage of three restaurants. The Company currently estimates that capital expenditures in 2005
will be $95 to $100 million, including the $28 million the Company is expecting to invest to
remodel existing stores. The Company plans to finance its capital expenditures through cash flow
from operations and, if necessary, borrowings under the Company's line of credit.
Our principal offices are located at 4441 West Airport Freeway, Irving, Texas 75062 and our
telephone number is (972) 258-8507.
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RISK FACTORS
You should carefully consider the risks described below before making an investment decision.
We believe these are the material risks currently facing our business. Our business, financial
condition or results of operations could be materially adversely affected by these risks. The
trading price of our common stock could decline due to any of these risks, and you may lose all or
part of your investment. You should also refer to the other information included or incorporated
by reference in this prospectus, including our financial statements and related notes.
We may not be able to implement successfully our growth strategies.
Our continued growth depends, to a significant degree, on our ability to implement
successfully our growth strategies. Among such strategies, we plan to continue to open new stores
in selected markets. The opening and success of new Chuck E. Cheese's restaurant/entertainment
centers will depend on various factors, including the availability of suitable sites, the
negotiation of acceptable lease terms for such locations, the ability to meet construction
schedules, the ability to manage such expansion and hire and train personnel, as well as general
economic and business conditions. Our ability to open successfully new stores will also depend
upon the availability of sufficient funds for such purpose, including funds from operations, our
existing credit facility, future debt financings, future equity offerings or a combination thereof.
There can be no assurance that we will be successful in opening and operating the number of
anticipated new stores on a timely or profitable basis. Our growth is also dependent on
management's ability to evolve continually and update our concept to anticipate and respond to
changing customer needs and competitive conditions. There can be no assurance that management will
be able to anticipate successfully changes in competitive conditions or customer needs or that the
market will accept our concepts.
The success of the restaurant/entertainment industry is dependent upon many factors, over which we
have little or no control.
The restaurant/entertainment industry is affected by national, regional and local economic
conditions, demographic trends and consumer tastes. The performance of individual restaurants may
be affected by factors such as traffic patterns and the type, number and location of competing
restaurants. Dependence on frequent deliveries of fresh food products also subjects food service
businesses to the risk that shortages or interruptions in supply caused by adverse weather or other
conditions could adversely affect the availability, quality and cost of ingredients. In addition,
factors such as inflation, increased food, labor and employee benefit costs and the availability of
experienced management and hourly employees may also adversely affect the restaurant industry in
general and our restaurant/entertainment centers in particular. The entertainment industry is
affected by many factors, including changes in customer preferences and increases in the type and
number of entertainment offerings. Operating costs may also be affected by further increases in
the minimum hourly wage, unemployment tax rates, sales taxes and similar matters over which we have
no control.
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We may not be able to compete successfully with our competitors in the restaurant and entertainment
center industries.
We believe that our combined restaurant/entertainment center concept puts us in a niche which
combines elements of both the restaurant and entertainment industries. As a result, we, to some
degree, compete with entities in both industries. Although other restaurant chains presently
utilize the concept of combined family restaurant/entertainment operations, we believe these
competitors operate primarily on a local or regional, market-by-market basis. Within the
traditional restaurant sector, we compete with other casual restaurants on a nationwide basis. In
addition to such national restaurant chains and regional and local restaurant/family entertainment
competitors, we compete with other concepts that target the same consumer, including "fun centers."
These fun centers have experienced rapid expansion which has affected our historical performance.
Our high operating leverage may make us particularly susceptible to competition. Such competitive
market conditions, including the emergence of significant new competition, could adversely affect
our ability to successfully increase our results of operations.
Our business depends on a limited number of key personnel, and the loss of any of these could
materially and adversely affect our business.
The success of our business will continue to be highly dependent upon Richard M. Frank, our
Chairman of the Board and Chief Executive Officer, Michael H. Magusiak, our President, and other
members of our senior management. Although we have entered into employment agreements with each of
Mr. Frank and Mr. Magusiak, the loss of the services of either of such individuals could have a
material adverse effect upon our business and development. Our success will also depend upon our
ability to retain and attract additional skilled management personnel to our senior management team
and at our operational level. There can be no assurances that we will be able to retain the
services of Messrs. Frank or Magusiak, senior members of our management team or the required
operational support at the store level in the future.
Our success depends upon the success of our franchise operations.
Our success is also dependent, to some degree, upon our franchise operations and the manner in
which our franchisees operate and develop their restaurant/entertainment centers to promote and
develop our concept and our reputation for quality and value. Currently, 10% of our
restaurant/entertainment centers are owned and operated by our franchisees. Although we have
established criteria to evaluate prospective franchisees, there can be no assurance that current or
prospective franchisees will have the business abilities or access to financial resources necessary
to successfully develop or operate restaurant/entertainment centers in their franchise areas in a
manner consistent with our concepts and standards.
We may be subject to adverse effects from potential negative publicity.
Our target market of 2 to 12 year old children and families with small children is potentially
highly sensitive to adverse publicity. There can be no assurance that we will not experience
negative publicity regarding one or more of our restaurant/entertainment centers. The occurrence
of negative publicity regarding one or more of our locations could materially and adversely affect
our image with our customers and our results of operations.
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Our results of operations greatly fluctuate between quarters.
We have experienced, and in the future could experience, quarterly variations in revenues as a
result of a variety of factors, many of which are outside our control, including the timing and
number of new store openings, the timing of capital investments in existing stores, unfavorable
weather conditions and natural disasters. We typically experience lower net sales in the second
and fourth quarters than in the first and third quarters. If revenues are below expectations in
any given quarter, our operating results would likely be materially adversely affected for that
quarter.
We and our franchisees are subject to government regulation and failure to, or the inability to,
comply with these regulations may adversely affect our business.
We and our franchisees are subject to various federal, state and local laws and regulations
affecting operations, including those relating to the use of video and arcade games and rides, the
preparation and sale of food, and those relating to building and zoning requirements. We and our
franchisees are also subject to laws governing our relationship with employees, including minimum
wage requirements, overtime, working and safety conditions and citizenship requirements. In
addition, we are subject to regulation by the Federal Trade Commission and must comply with certain
state laws which govern the offer, sale and termination of franchises and the refusal to renew
franchises. Difficulties or failures in obtaining required licenses or other regulatory approvals
could delay or prevent the opening of a new restaurant/entertainment center, and the suspension of,
or inability to renew, a license or permit could interrupt operations at an existing restaurant.
Our stock price is volatile.
The price of our common stock has been volatile and can be expected to be significantly
affected by factors such as:
•
quarterly variations in our results of operations;
•
quarterly variations in our competitors' results of operations;
•
changes in earnings estimates or buy/sell recommendations by financial analysts;
•
the stock price performance of comparable companies; and
•
general market conditions or market conditions specific to particular industries.
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FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are based on current expectations,
estimates and projections about the industry in which we operate, management's beliefs and
assumptions made by management. Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate"
or "believe." We believe that the expectations reflected in such forward-looking statements are
accurate. However, we cannot assure you that these expectations will occur. Our actual future
performance could differ materially from these statements. Factors that could cause or contribute
to these differences include, but are not limited to,
•
uncertainties regarding the ability to open new stores;
•
our ability to acquire additional locations for stores on favorable terms;
•
our ability to enhance the performance of these acquired stores;
•
the results of our litigation;
•
interest rates; and
•
the other risks detailed from time to time in our Securities and Exchange
Commission (the "
Commission
") reports.
Additional factors that could cause our actual results to differ materially from our
expectations are discussed under the section entitled "Risk Factors" and elsewhere in this
prospectus. You should not unduly rely on these forward-looking statements, which speak only as of
the date of this prospectus. Except as required by law, we are not obligated to publicly release
any revisions to these forward-looking statements to reflect events or circumstances occurring
after the date of this prospectus or to reflect the occurrence of unanticipated events.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common stock by the selling
stockholders.
SELLING STOCKHOLDERS
The shares of our common stock to which this prospectus relates are being registered for
re-offers and resales by certain of our non-employee directors who will acquire shares of common
stock pursuant to the Plan. As the names of such persons and the number of shares of common stock
to be re-offered and resold become known, we will supplement this prospectus with such information.
PLAN OF DISTRIBUTION
Each selling stockholder may sell his or her shares of common stock covered by this prospectus
for value from time to time in one or more transactions on the New York Stock Exchange, in
negotiated transactions or in a combination of such methods of sale, at market
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prices prevailing at the time of sale, at prices related to such prevailing market prices or
at prices otherwise negotiated. The selling stockholders may effect such transactions by selling
the shares of common stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the shares of common stock for whom such broker-dealers may
act as agent (which compensation may be less than or in excess of customary commissions).
Each selling stockholder and any broker-dealer that participates in the distribution of the
shares of common stock may be deemed to be an "underwriter" within the meaning of Section 2(11) of
the Securities Act, and any commissions received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions under the Securities Act.
All selling and other expenses incurred by the selling stockholders will be borne by the selling
stockholders.
In addition to the shares of common stock sold hereunder, the selling stockholders, may, at
any time, sell any shares of common stock owned by them in compliance with all of the requirements
of Rule 144 of the Securities Act, regardless of whether such shares are covered by this
prospectus.
There is no assurance that the selling stockholders will sell all or any portion of the shares
of common stock offered hereby or that the selling stockholders will transfer, devise or gift these
shares by other means.
We will pay all expenses in connection with this offering and will not receive any proceeds
from sales of any shares of common stock by the selling stockholders.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon for us by
Winstead Sechrest & Minick P.C.
EXPERTS
The consolidated financial statements of CEC Entertainment, Inc. and our subsidiaries as of
January 2, 2005 and December 28, 2003 and the related consolidated statements of earnings and
comprehensive income, stockholders' equity and cash flow for each of the three years in the period
ended January 2, 2005 are incorporated by reference in this prospectus from our Form 10-K filed
March 18, 2005, and management's report on the effectiveness of internal control over financial
reporting dated March 18, 2005 (which report expresses an adverse opinion on the effectiveness of
the Company's internal control over financial reporting because of a material weakness) appearing
in the Annual Report on Form 10-K of CEC Entertainment, Inc. for the year ended January 2, 2005.
These financial statements have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report, which is incorporated by reference herein, and
have been so incorporated in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We will provide without charge, upon written or oral request, a copy of any or all of the
documents which are incorporated by reference into this prospectus. You should contact us at CEC
Entertainment, Inc., Attention: Legal Department, 4441 West Airport Freeway, Irving, Texas 75062,
telephone number (972) 258-8507 should you desire any of these documents.
The following documents, which we previously filed with the Commission pursuant to Sections 13
or 15 of the Securities Exchange Act of 1934 (the "
Exchange Act
"), are incorporated by
reference into this prospectus:
(a)
our Annual Report on Form 10-K (File No. 001-13687) for the year ended January
2, 2005;
(b)
the portions of our proxy statement (File No. 001-13687) for our 2005 annual
meeting of stockholders that have been incorporated by reference into our Annual Report
on Form 10-K;
(c)
our Quarterly Report on Form 10-Q (File No. 001-13687), for the quarter ended
October 2, 2005;
(d)
our Current Reports on Form 8-K (File No. 001-13687) filed on February 2, March
2, March 9, April 1, April 20, July 26, September 13 and October 25, 2005 (but
specifically excluding those portions merely furnished to the Commission under Item 12
thereof); and
(e)
the description of our Common Stock contained in our registration statement on
Form 8-A (File No. 001-13687) filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "
Exchange Act
"), including any amendments
or reports filed for the purpose of updating such description.
Finally, we incorporate by reference in this prospectus all documents that we may file under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before
the filing of a post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Those documents are a part of this
prospectus from the date of filing. Any statement incorporated by reference in this prospectus
shall be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes that statement. Any statement that is
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the
Commission. You may read and copy any reports, proxy statements and other information we file at
the Commission's public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please
call 1-800-SEC-0330 for further information on the operation and location of the public reference
room. Our filings are also available to the public at the web
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site maintained by the Commission at http://www.sec.gov and at our web site at
http://www.chuckecheese.com.
We have filed a registration statement on Form S-8 with the Commission to register the
issuance of the common stock we are offering under the Plan. This prospectus is part of that
registration statement. As allowed by the Commission's rules, this prospectus does not contain all
of the information you can find in the registration statement or the exhibits to the registration
statement.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Kansas General Corporation Code (the "
KGCC
")
Section 17-6305(a) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts (including attorneys' fees) paid in
settlement actually and reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere
or its equivalent, shall not, of itself, create a presumption that he or she did
not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
Section 17-6305(b) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
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Section 17-6305(c) of the KGCC provides that to the extent a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of Section 17-6305, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
Section 17-6305(d) of the KGCC provides that any indemnification under subsections (a) and (b)
of Section 17-6305 (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he or she has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 17-6305. Such determination shall be made,
with respect to a person who is a director or officer at the time of such determination: (1) by a
majority vote of the directors who were not parties to such action, suit or proceeding, even though
less than a quorum; (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum; (3) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion; or (4) by the stockholders.
Section 17-6305(e) of the KGCC provides that expenses, including attorneys' fees, incurred by
an officer or director in defending a civil criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in Section 17-6305. Such expenses, including
attorneys' fees, incurred by former directors and officers or incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
Articles of Incorporation
Our Articles of Incorporation (the "
Articles
") provide that our directors shall not be
personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a
director, provided that the Articles do not eliminate liability (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain
unlawful dividend payments or stock purchases or redemptions, pursuant to Section 17-6424 of the
KGCC, or (iv) for any transaction from which the director derived an improper personal benefit.
Further, our Articles provide that we may agree to the terms and conditions upon which any
director, officer, employee or agent accepts his or her office or position and in our Bylaws, by
contract or in any other manner may agree to indemnify and protect any director, officer, employee
or agent of the corporation, or any other person who serves at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to
the extent permitted by the laws of the State of Kansas.
Bylaws
Our Bylaws provide that each person who is or was a director or officer of the corporation or
is or was serving at our request as a director, officer, employee or agent of another
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entity (including the heirs, executors, administrators or estate of such person) shall be
indemnified by us as of right to the full extent permitted or authorized by the laws of the State
of Kansas, as now in effect and as hereafter amended (but, in the case of any such amendment, only
to the extent that such amendment permits us to provide broader indemnification rights than
permitted prior thereto) against any liability, judgment, fine, amount paid in settlement, cost and
expense (including attorneys' fees) asserted or threatened against and incurred by such person in
his or her capacity as or arising out of his or her status as a director or officer of the
corporation or, if serving at our request, as a director, officer, employee or agent of another
entity. The indemnification provisions of our Bylaws are not exclusive of any other rights to
which those indemnified may be entitled under any other provision of our Bylaws or under any
agreement, vote of stockholders or disinterested directors or otherwise, and shall not limit in any
way any right which we may have to make different or further indemnification with respect to the
same or different persons or classes of persons. Our Bylaws further provide that we will advance
to any person entitled to indemnification thereunder such expenses and costs as such person may
incur in connection with any matter, event, claim or cause of action for which indemnification is,
or may be, available hereunder provided that such person agrees to return to us any such funds so
advanced in the event that such person is not entitled to such indemnification.
In addition, our Bylaws provide that no person will be liable to us for any loss, damage,
liability or expense suffered by him or her on account of any action taken or omitted to be taken
by him or her as a director or officer of the corporation or of any other entity which he or she
serves as a director, officer, employee or agent at our request, if such person (i) exercised the
same degree of care and skill as a prudent person would have exercised under the circumstances in
the conduct of his or her own affairs, or (ii) took or omitted to take such action in reliance upon
advice of our counsel, or for such other entity, or upon statements made or information furnished
by directors, officers, employees or agents of the corporation or for such other entity which he or
she had no reasonable grounds to disbelieve.
Indemnification Agreements and Insurance
We have limited indemnification agreements with certain officers that are included in such
officers' employment agreements.
We also maintain a directors' and officers' liability insurance policy insuring our directors
and officers against certain losses resulting from certain acts committed by them in their
capacities as directors and officers of the corporation.
Commission Position on Indemnification
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our
directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
P-11
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EXHIBIT A
CEC ENTERTAINMENT, INC.
NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
The CEC Entertainment, Inc. Non-Employee Directors Restricted Stock Plan (hereinafter called
the "Plan" as amended, from time to time) was adopted by the board of directors of CEC
Entertainment, Inc., a Kansas corporation (hereinafter called the "Company"), on March 28, 2005 and
will be effective upon its approval by the stockholders of the Company (the "Effective Date").
Article 1
PURPOSE
The purpose of the Plan is to attract, retain and award the services of the non-employee
directors of the Company and to provide such persons with a proprietary interest in the Company
through the granting of restricted stock that will further align their interests with the interests
of the Company's other stockholders. Upon the approval of the Plan by the stockholders of the
Company, the Company intends to use the Plan as the primary means through which the Company issues
equity to its non-employee directors for their service to the Company as directors and to
discontinue issuing stock options to such directors pursuant to the Company's Non-Employee
Directors Stock Option Plan.
Article 2
DEFINITIONS
For the purpose of the Plan, unless the context requires otherwise, the following terms shall
have the meanings indicated:
2.1 "Board" means the board of directors of the Company.
2.2 "Change of Control" means any of the following: (i) any consolidation, merger or share
exchange of the Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock would be converted into cash, securities or
other property, other than a consolidation, merger or share exchange of the Company in which the
holders of the Company's Common Stock immediately prior to such transaction have the same
proportionate ownership of Common Stock of the surviving corporation immediately after such
transaction; (ii) any sale, lease, exchange or other transfer (excluding transfer by way of pledge
or hypothecation) in one transaction or a series of related transactions, of all or substantially
all of the assets of the Company; (iii) the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; (iv) the cessation of control (by
virtue of their not constituting a majority of directors) of the Board by the individuals (the
"Continuing Directors") who were members of the Board for the immediately preceding two (2) years
(unless the election, or the nomination for election by the Company's stockholders, of each new
director was approved by a vote of at least two-thirds (2/3)
Exhibit A-1
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of the directors then still in office who were directors at the beginning of such a period);
(v) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act)
of an aggregate of 30% of the voting power of the Company's outstanding voting securities by any
person or group (as such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned less
than 15% of the voting power of the Company's outstanding voting securities on the date of this
Plan, or the acquisition of beneficial ownership of an additional 15% of the voting power of the
Company's outstanding voting securities by any person or group who beneficially owned at least 15%
of the voting power of the Company's outstanding voting securities on the date of this Plan;
provided
,
however
, that notwithstanding the foregoing, an acquisition shall not
constitute a Change of Control hereunder if the acquiror is (A) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company and acting in such capacity, (B) a
Subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of voting securities of the
Company or (C) any other person whose acquisition of shares of voting securities is approved in
advance by a majority of the Continuing Directors; or (vi) in a Title 11 bankruptcy proceeding, the
appointment of a trustee or the conversion of a case involving the Company to a case under Chapter
7.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Committee" means the committee designated to administer the Plan in accordance with
Article 3 of this Plan.
2.5 "Common Stock" means the common stock of the Company, par value $ 0.10 per share, which
the Company is currently authorized to issue or may in the future be authorized to issue.
2.6 "Date of Grant" means the effective date on which a Restricted Stock Award is made to an
Eligible Director as set forth in the applicable Restricted Stock Agreement.
2.7 "Director" means a member of the Board.
2.8 "Eligible Director" means a Non-employee Director who was previously appointed or elected
to the Board and who continues to serve in such capacity at the time for granting Restricted Stock
Awards pursuant to Section 6.1.
2.9 "Employee" means a common law employee, including an employee who is also an Officer or
Director, (as defined in accordance with the Regulations and Revenue Rulings then applicable under
Section 3401(c) of the Code) of the Company or any Subsidiary. "Employee" does not include
Non-employee Directors.
2.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor
statute. Reference in the Plan to any section of the Exchange Act shall be deemed to include any
amendments or successor provisions to such section and rules and regulations relating to such
section.
Exhibit A-2
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2.11 "Fair Market Value" of a share of Common Stock means the average of the closing prices of
the Common Stock as reported by the New York Stock Exchange for the five trading day period ending
on and including the date of a Restricted Stock Award.
2.12 "Officer" means a person who is an "officer" of the Company or a Subsidiary within the
meaning of Section 16 of the Exchange Act (whether or not the Company is subject to the
requirements of the Exchange Act).
2.13 "Non-employee Director" means a member of the Board who is not an Employee.
2.14 "Removal" means removal of a Non-employee Director from the Board, with or without cause,
in accordance with the Company's Certificate of Incorporation, Bylaws or Kansas General Corporation
Code.
2.15 "Restriction Period" means the period during which the Common Stock under a Restricted
Stock Award is nontransferable and subject to "Forfeiture Restrictions" as defined in Section 6.2
of the Plan and set forth in any related Restricted Stock Agreement.
2.16 "Restricted Stock" means shares of Common Stock issued to an Eligible Director pursuant
to Section 6.1 of this Plan which are subject to restrictions or limitations set forth in this Plan
and in any related Restricted Stock Agreement.
2.17 "Restricted Stock Agreement" means the written agreement evidencing the grant of a
Restricted Stock Award executed by the Company and the Eligible Director, including any amendments
thereto. Each Restricted Stock Agreement shall be subject to the terms and conditions of the Plan.
2.18 "Restricted Stock Award" means an award granted under Section 6.1 of this Plan of shares
of Common Stock issued to an Eligible Director.
2.19 "Securities Act" means the Securities Act of 1933, as amended, and any successor statute.
Reference in the Plan to any section of the Securities Act shall be deemed to include any
amendments or successor provisions to such section and any rules and regulations relating to such
section.
2.20 "Subsidiary" means (i) any corporation in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the unbroken chain
owns stock possessing a majority of the total combined voting power of all classes of stock in one
of the other corporations in the chain, (ii) any limited partnership, if the Company or any
corporation described in item (i) above owns a majority of the general partnership interest and a
majority of the limited partnership interests entitled to vote on the removal and replacement of
the general partner, and (iii) any partnership or limited liability company, if the partners or
members thereof are composed only of the Company, any corporation listed in item (i) above or any
limited partnership listed in item (ii) above. "Subsidiaries" means more than one of any such
corporations, limited partnerships, partnerships or limited liability companies.
Exhibit A-3
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2.21 "Termination of Service" occurs when an Eligible Director shall cease to serve as a
Non-employee Director for any reason.
Article 3
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board unless and until
such time as the Board appoints other members of the Board to serve as the Committee.
Subject to the express provisions of the Plan, the Committee shall have power and authorities
which are exclusively ministerial in nature, including the authority to construe and interpret the
Plan, to define the terms used in the Plan, to prescribe, amend, and rescind rules and regulations
relating to the administration of the Plan and to make all other determinations necessary or
advisable for the administration of the Plan. The determination of the Committee on all such
matters referred to in the Plan shall be conclusive. No member of the Committee shall be liable
for any action, failure to act, determination or interpretation made in good faith with respect to
the Plan or any transaction under the Plan.
Article 4
ELIGIBILITY
Non-employee Directors, including Non-employee Directors who are members of the Committee,
shall be eligible to participate in the Plan. Each Eligible Director shall, if required by the
Company, enter into an agreement with the Company in such form as the Committee shall determine
consistent with the provisions of the Plan for purposes of implementing the Plan or effecting its
purposes. In the event of any inconsistency between the provisions of the Plan and any such
agreement, the provisions of the Plan shall govern.
Article 5
SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided herein, the maximum number of shares of Common Stock that
may be issued pursuant to Restricted Stock Awards granted under the Plan is 50,000 shares. Shares
of Common Stock previously subject to Restricted Stock Awards hereunder which are forfeited or
cancelled may be reissued pursuant to Restricted Stock Awards.
Article 6
GRANT OF RESTRICTED STOCK AWARD
6.1
Awards
. Following the Effective Date, on every fifth Business Day in January each
Eligible Director shall be granted a Restricted Stock Award for the number of shares of Common
Stock having a Fair Market Value as of the Date of Grant equal to $75,000.00 (the "Annual Grant").
If a person first becomes an Eligible Director between the date of Annual Grants, such Eligible
Director shall be granted a Restricted Stock Award for the number of
Exhibit A-4
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shares of Common Stock having the Fair Market Value as of the date he or she becomes an
Eligible Director equal to $75,000.00 multiplied by a fraction the numerator of which is the number
of days from the date such person becomes an Eligible Director until the date of the next Annual
Grant and the denominator of which is 365. For the purposes of the Plan, the term "Business Day"
shall mean a day on which the New York Stock Exchange is open for business and is conducting normal
trading activity.
6.2
Forfeiture Restrictions
. Shares of Common Stock that are the subject of a
Restricted Stock Award shall be subject to restrictions on disposition by the Eligible Director and
to an obligation of the Eligible Director to forfeit and surrender the shares to the Company under
certain circumstances (the "Forfeiture Restrictions"). The Forfeiture Restrictions shall be
determined by the Committee, in its sole discretion, and the Committee may provide that the
Forfeiture Restrictions shall lapse on the passage of time or the occurrence of such other event or
events determined to be appropriate by the Committee. The Forfeiture Restrictions applicable to a
particular Restricted Stock Award (which may differ from any other such Restricted Stock Award)
shall be stated in the Restricted Stock Agreement.
6.3
Vesting
. The Forfeiture Restrictions referred to in Section 6.2 above for any
particular Restricted Stock Award shall include the following vesting schedule:
Portion of Shares That
Are Vested On or After
Anniversary of
Such Anniversary and
Date of Grant
Before Next Anniversary
First
25%
Second
50%
Third
75%
Fourth
100%
If an Eligible Director's membership on the Board is terminated pursuant to his or her
(i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii)
being nominated for Board membership for the next succeeding period but not being reelected for
Board membership for such period by the Company's stockholders, or (iv) resignation from the Board,
in any such case, prior to the actual vesting or lapse of any other Forfeiture Restrictions, if
any, applicable to such Restricted Stock Award, then such unvested Restricted Stock shall
immediately be cancelled and the Eligible Director (and such Eligible Directors estate or legal
representative) shall forfeit any rights or interests in and with respect to any such unvested
Restricted Stock. If an Eligible Director ceases to be a Director due to death, then all of such
Eligible Directors Restricted Stock shall immediately vest in full.
Furthermore, if an Eligible Director ceases to be a Director because of voluntary retirement
after a lengthy period of service on the Board or because of health reasons, the Eligible Directors
may, in their sole discretion, take action, which action would exclude the participation of the
affected Eligible Director, to vest in full the affected Eligible Director's Restricted Stock that
was awarded at least one year prior to the affected Eligible Director's cessation of Board service.
Exhibit A-5
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6.4
Restricted Stock Awards
. Shares of Common Stock awarded pursuant to a Restricted
Stock Award shall be represented by a stock certificate registered in the name of the Eligible
Director of such Restricted Stock Award or by a book entry account with the Company's transfer
agent. The Eligible Director shall have the right to receive dividends with respect to the shares
of Common Stock subject to a Restricted Stock Award, to vote the shares of Common Stock subject
thereto and to enjoy all other stockholder rights with respect to the shares of Common Stock
subject thereto, except that, unless provided otherwise in the Restricted Stock Agreement, (i) the
Eligible Director shall not be entitled to delivery of the certificate evidencing the shares of
Common Stock covered by a Restricted Stock Award until the Forfeiture Restrictions have expired,
(ii) the Company or an escrow agent shall retain custody of the certificate evidencing the shares
of Common Stock (or such shares shall be held in a book entry account with the Company's transfer
agent) until the Forfeiture Restrictions have expired, (iii) the Eligible Director may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the shares of Common Stock until
the Forfeiture Restrictions have expired, and (iv) a breach of the terms and conditions set forth
in the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award. At the
time of such Restricted Stock Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to the Restricted Stock Award, including
rules pertaining to the Eligible Director's Termination of Service prior to expiration of the
Forfeiture Restrictions. Such additional terms, conditions or restrictions shall also be set forth
in the Restricted Stock Agreement made in connection with the Restricted Stock Award.
6.5
Rights and Obligations of Eligible Director
. One or more stock certificates
representing shares of Common Stock, free of Forfeiture Restrictions, shall be delivered to the
Eligible Director promptly after, and only after, the Forfeiture Restrictions have expired and the
Eligible Director has satisfied all applicable federal, state and local income tax withholding
requirements, if any. Each Restricted Stock Agreement shall require that (i) the Eligible Director,
by his or her acceptance of the Restricted Stock Award, shall irrevocably grant to the Company a
power of attorney to transfer any shares so forfeited to the Company and agrees to execute any
documents requested by the Company in connection with such forfeiture and transfer, and (ii) such
provisions regarding transfers of forfeited shares of Common Stock shall be specifically
performable by the Company in a court of equity or law.
6.6
Restriction Period
. The Restriction Period for a Restricted Stock Award shall
commence on the Date of Grant of the Restricted Stock Award and, unless otherwise established by
the Committee and stated in the Restricted Stock Agreement, shall expire upon satisfaction of the
conditions set forth in the Restricted Stock Agreement pursuant to which the Forfeiture
Restrictions will lapse.
6.7
Securities Restrictions
. The Committee may impose other conditions on any shares
of Common Stock subject to a Restricted Stock Award as it may deem advisable, including (i)
restrictions under applicable state or federal securities laws, and (ii) the requirements of any
stock exchange or national market system upon which shares of Common Stock are then listed or
quoted.
6.8
Payment for Restricted Stock
. The Committee shall determine the amount and form
of any payment for shares of Common Stock received pursuant to a Restricted Stock
Exhibit A-6
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Award; provided, that in the absence of such a determination, the Eligible Director shall not
be required to make any payment for shares of Common Stock received pursuant to a Restricted Stock
Award, except to the extent otherwise required by law.
6.9
Withholding Taxes
. The Committee may establish such rules and procedures as it
considers desirable in order to satisfy any obligation of the Company to withhold applicable
federal, state and local income taxes with respect to the lapse of Forfeiture Restrictions
applicable to Restricted Stock Awards. Prior to delivery of shares of Common Stock upon the lapse
of Forfeitures Restrictions applicable to a Restricted Stock Award, the Eligible Director shall pay
or make adequate provision acceptable to the Committee for the satisfaction of all tax withholding
obligations of the Company, if any.
Article 7
AMENDMENT OR DISCONTINUANCE
Subject to the limitations set forth in this Article 7, the Board may at any time and from
time to time alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided,
however, that any amendment to the Plan must be approved by the stockholders of the Company if the
amendment would (a) materially increase the aggregate number of shares of Common Stock which may be
issued under the Plan, (b) materially modify the requirements as to eligibility for participation
in the Plan, or (c) materially increase the benefits accruing to Eligible Directors under the Plan.
Any such amendment shall, to the extent deemed necessary by the Committee, be applicable to any
outstanding Restricted Stock Awards theretofore granted under the Plan, notwithstanding any
contrary provisions contained in any Restricted Stock Agreement. In the event of any such
amendment to the Plan, the holder of any Restricted Stock Awards outstanding under the Plan shall,
upon request of the Committee and as a condition to the applicable lapse of Forfeiture Restrictions
thereon, execute a conforming amendment in the form prescribed by the Committee to any Restricted
Stock Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary,
unless required by law, no action contemplated or permitted by this Article 7 shall adversely
affect any rights of Eligible Directors or obligations of the Company to Eligible Directors with
respect to any Restricted Stock Awards theretofore granted under the Plan without the consent of
the affected Eligible Director.
Article 8
TERM
The Plan shall be effective as of the date that the Plan is approved by the stockholders of
the Company. Unless sooner terminated by action of the Board, the Plan will terminate on May 1,
2020, but Restricted Stock Awards granted before that date will continue to be effective in
accordance with the terms and conditions of the respective Restricted Stock Agreement.
Exhibit A-7
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Article 9
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect, or Restricted Stock Awards are outstanding, there
shall be any increase or decrease in the number of issued and outstanding shares of Common Stock
resulting from (1) the declaration or payment of a stock dividend, (2) any recapitalization
resulting in a stock split-up, combination, or exchange of shares of Common Stock, or (3) other
increase or decrease in such shares of Common Stock effected without receipt of consideration by
the Company, then and in such event:
(a) An appropriate adjustment shall be made in the maximum number of shares of Common
Stock then subject to being awarded under the Plan and in the maximum number of shares of
Common Stock that may be awarded to an Eligible Director to the end that the same proportion
of the Company's issued and outstanding shares of Common Stock shall continue to be subject
to being so awarded.
(b) Appropriate adjustments shall be made in the number of outstanding shares of
Restricted Stock with respect to which Forfeiture Restrictions have not yet lapsed prior to
any such change.
Except as otherwise expressly provided herein, the issuance by the Company of shares of its
capital stock of any class, or securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall be made with
respect to the number of outstanding shares of Restricted Stock.
Upon the occurrence of each event requiring an adjustment with respect to any Restricted Stock
Award, the Company shall communicate by reasonable means intended to reach each affected Eligible
Director its computation of such adjustment which shall be conclusive and shall be binding upon
each such Eligible Director.
Article 10
RECAPITALIZATION, MERGER AND
CONSOLIDATION; CHANGE IN CONTROL
10.1 The existence of this Plan and Restricted Stock Awards granted hereunder shall not affect
in any way the right or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in the Company's capital
structure and its business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock
or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.
Exhibit A-8
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10.2 Subject to any required action by the stockholders, if the Company shall be the surviving
or resulting corporation in any merger, consolidation or share exchange, any Restricted Stock
Awards granted hereunder shall pertain to and apply to the securities or rights (including cash,
property, or assets) to which a holder of the number of shares of Common Stock subject to the
Restricted Stock Awards would have been entitled.
10.3 In the event of any merger, consolidation or share exchange pursuant to which the Company
is not the surviving or resulting corporation, there shall be substituted for each share of Common
Stock subject to the outstanding Restricted Stock Awards, that number of shares of each class of
stock or other securities or that amount of cash, property, or assets of the surviving, resulting
or consolidated company which were distributed or distributable to the stockholders of the Company
in respect to each share of Common Stock held by them, such outstanding Restricted Stock Awards to
be thereafter applicable to such stock, securities, cash, or property in accordance with their
terms. Notwithstanding the foregoing, however, all such Restricted Stock Awards may be canceled by
the Company as of the effective date of any such reorganization, merger, consolidation, or share
exchange by giving notice to each holder thereof or his personal representative of its intention to
do so and by permitting the purchase by the Company during the thirty (30) day period next
preceding such effective date of all of the shares of Common Stock subject to such outstanding
Restricted Stock Awards at a price equal to the Fair Market Value of such shares on the date of
purchase.
10.4 In the event of a Change of Control, then, notwithstanding any other provision in this
Plan to the contrary, all Restricted Stock Awards outstanding shall thereupon automatically be
vested. The determination of the Committee that any of the foregoing conditions has been met shall
be binding and conclusive on all parties.
Article 11
LIQUIDATION OR DISSOLUTION
In case the Company shall, at any time while any Restricted Stock Award under this Plan shall
be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii)
dissolve, liquidate, or wind up its affairs, then each Eligible Director shall be thereafter
entitled to receive, in lieu of each share of Common Stock of the Company in which the Eligible
Director is vested, pursuant to the terms of the Eligible Director's Restricted Stock Agreement, as
of the date the Company sells all or substantially all of its property, or dissolves, liquidates or
winds up its affairs, the same kind and amount of any securities or assets as may be issuable,
distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect
to each share of Common Stock of the Company. Notwithstanding the foregoing, the Committee may, in
its sole and absolute discretion accelerate the vesting of any Eligible Director's Restricted Stock
Award in connection with any sale, dissolution, liquidation, or winding up contemplated in this
Article 11.
Exhibit A-9
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Article 12
MISCELLANEOUS PROVISIONS
12.1
Investment Intent
. The Company may require that there be presented to and filed
with it by any Eligible Director under the Plan, such evidence as it may deem necessary to
establish that the shares of Common Stock to be received from a Restricted Stock Award are being
acquired for investment and not with a view to their distribution.
12.2
No Right to Continued Board Membership
. The grant of Restricted Stock shall not
be construed as giving an Eligible Director the right to be retained as a Director of the Company.
The Board may at any time fail or refuse to nominate an Eligible Director for reelection to the
Board, the stockholders of the Company may at any election fail or refuse to reelect any Eligible
Director to the Board or an Eligible Director may be subject to Removal, in each case, free from
any liability or claim under the Plan or any Restricted Stock Award except as expressly set forth
herein.
12.3
Indemnification of Board and Committee
. No member of the Board or the Committee,
nor any Officer or Employee acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good faith with respect to
the Plan, and all members of the Board or the Committee and each and any Officer or Employee acting
on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination, or interpretation.
12.4
Effect of the Plan
. Neither the adoption of this Plan nor any action of the
Board or the Committee shall be deemed to give any person any right to be granted a Restricted
Stock Award or any other rights except as may be evidenced by a Restricted Stock Agreement, or any
amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then
only to the extent and upon the terms and conditions expressly set forth therein.
12.5
Severability And Reformation
. The Company intends all provisions of the Plan to
be enforced to the fullest extent permitted by law. Accordingly, should a court of competent
jurisdiction determine that the scope of any provision of the Plan is too broad to be enforced as
written, the court should reform the provision to such narrower scope as it determines to be
enforceable. If, however, any provision of the Plan is held to be wholly illegal, invalid, or
unenforceable under present or future law, such provision shall be fully severable and severed, and
the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision
were never a part hereof, and the remaining provisions of the Plan shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its
severance.
12.6
Governing Law
. The Plan shall be construed and interpreted in accordance with
the laws of the State of Kansas.
12.7
Compliance With Other Laws and Regulations
. Notwithstanding anything contained
herein to the contrary, the Company shall not be required to sell or issue shares of
Exhibit A-10
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Common Stock under any Restricted Stock Award if the issuance thereof would constitute a
violation by the Eligible Director or the Company of any provisions of any law or regulation of any
governmental authority or any national securities exchange or inter-dealer quotation system or
other forum in which shares of Common Stock are quoted or traded (including without limitation
Section 16 of the Exchange Act); and, as a condition of any sale or issuance of shares of Common
Stock under a Restricted Stock Award, the Committee may require such agreements or undertakings, if
any, as the Committee may deem necessary or advisable to assure compliance with any such law or
regulation. The Plan, the grant and exercise of Restricted Stock Awards hereunder, and the
obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.
12.8
Legend
. Each certificate representing shares of Restricted Stock issued to a
Eligible Director shall bear the following legend, or a similar legend deemed by the Company to
constitute an appropriate notice of the provisions hereof (any such certificate not having such
legend shall be surrendered upon demand by the Company and so endorsed):
On the face of the certificate:
"Transfer of this stock is restricted in accordance with
conditions printed on the reverse of this certificate."
On the reverse:
"The shares of stock evidenced by this certificate are
subject to and transferable only in accordance with that
certain CEC Entertainment, Inc. Non-Employee Directors
Restricted Stock Plan, a copy of which is on file at the
principal office of the Company in Irving, Texas. No
transfer or pledge of the shares evidenced hereby may be
made except in accordance with and subject to the provisions
of said Plan. By acceptance of this certificate, any
holder, transferee or pledgee hereof agrees to be bound by
all of the provisions of said Plan."
The following legend shall be inserted on a certificate evidencing Common Stock issued under
the Plan if the shares were not issued in a transaction registered under the applicable federal and
state securities laws:
"Shares of stock represented by this certificate have been
acquired by the holder for investment and not for resale,
transfer or distribution, have been issued pursuant to
exemptions from the registration requirements of applicable
state and federal securities laws, and may not be offered
for sale, sold or transferred other than pursuant to
effective registration under such laws, or in transactions
otherwise in compliance with such laws, and upon evidence
satisfactory
Exhibit A-11
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to the Company of compliance with such laws, as to which the
Company may rely upon an opinion of counsel satisfactory to
the Company."
A copy of this Plan shall be kept on file in the principal office of the Company in Irving,
Texas.
Exhibit A-12
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in a prospectus meeting the
requirements of Section 10(a) of the Securities Act of 1933 (the "
Securities Act
") is
omitted from this registration statement on Form S-8 (this "
Registration Statement
") in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference into this Registration Statement the following documents filed
with the Securities and Exchange Commission (the "
Commission
") as of their respective
filing dates:
(a)
our Annual Report on Form 10-K (File No. 001-13687) for the year ended January
2, 2005;
(b)
the portions of our proxy statement (File No. 001-13687) for our 2005 annual
meeting of stockholders that have been incorporated by reference into our Annual Report
on Form 10-K;
(c)
our Quarterly Report on Form 10-Q (File No. 001-13687), for the quarter ended
October 2, 2005;
(d)
our Current Reports on Form 8-K (File No. 001-13687) filed on February 2, March
2, March 9, April 1, April 20, July 26, September 13 and October 25, 2005 (but
specifically excluding those portions merely furnished to the Commission under Item 12
thereof); and
(e)
the description of our Common Stock contained in our registration statement on
Form 8-A (File No. 001-13687) filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "
Exchange Act
"), including any amendments
or reports filed for the purpose of updating such description.
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All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable. Our Common Stock has been registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
KANSAS GENERAL CORPORATION CODE (the "
KGCC
")
Section 17-6305(a) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts (including attorneys' fees) paid in
settlement actually and reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere
or its equivalent, shall not, of itself, create a presumption that he or she did
not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
Section 17-6305(b) of the KGCC empowers a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that
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the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 17-6305(c) of the KGCC provides that to the extent a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of Section 17-6305, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
Section 17-6305(d) of the KGCC provides that any indemnification under subsections (a) and (b)
of Section 17-6305 (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he or she has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 17-6305. Such determination shall be made,
with respect to a person who is a director or officer at the time of such determination: (1) by a
majority vote of the directors who were not parties to such action, suit or proceeding, even though
less than a quorum; (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum; (3) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion; or (4) by the stockholders.
Section 17-6305(e) of the KGCC provides that expenses, including attorneys' fees, incurred by
an officer or director in defending a civil criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in Section 17-6305. Such expenses, including
attorneys' fees, incurred by former directors and officers or incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
ARTICLES OF INCORPORATION
Our Articles of Incorporation (the "
Articles
") provide that our directors shall not be
personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a
director, provided that the Articles do not eliminate liability (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain
unlawful dividend payments or stock purchases or redemptions, pursuant to Section 17-6424 of the
KGCC, or (iv) for any transaction from which the director derived an improper personal benefit.
Further, our Articles provide that we may agree to the terms and conditions upon which any
director, officer, employee or agent accepts his or her office or position and in our Bylaws, by
contract or in any other manner may agree to indemnify and protect any director, officer, employee
or agent of the corporation, or any other person who serves at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to
the extent permitted by the laws of the State of Kansas.
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BYLAWS
Our Bylaws provide that each person who is or was a director or officer of the corporation or
is or was serving at our request as a director, officer, employee or agent of another entity
(including the heirs, executors, administrators or estate of such person) shall be indemnified by
us as of right to the full extent permitted or authorized by the laws of the State of Kansas, as
now in effect and as hereafter amended (but, in the case of any such amendment, only to the extent
that such amendment permits us to provide broader indemnification rights than permitted prior
thereto) against any liability, judgment, fine, amount paid in settlement, cost and expense
(including attorneys' fees) asserted or threatened against and incurred by such person in his or
her capacity as or arising out of his or her status as a director or officer of the corporation or,
if serving at our request, as a director, officer, employee or agent of another entity. The
indemnification provisions of our Bylaws are not exclusive of any other rights to which those
indemnified may be entitled under any other provision of our Bylaws or under any agreement, vote of
stockholders or disinterested directors or otherwise, and shall not limit in any way any right
which we may have to make different or further indemnification with respect to the same or
different persons or classes of persons. Our Bylaws further provide that we will advance to any
person entitled to indemnification thereunder such expenses and costs as such person may incur in
connection with any matter, event, claim or cause of action for which indemnification is, or may
be, available hereunder provided that such person agrees to return to us any such funds so advanced
in the event that such person is not entitled to such indemnification.
In addition, our Bylaws provide that no person will be liable to us for any loss, damage,
liability or expense suffered by him or her on account of any action taken or omitted to be taken
by him or her as a director or officer of the corporation or of any other entity which he or she
serves as a director, officer, employee or agent at our request, if such person (i) exercised the
same degree of care and skill as a prudent person would have exercised under the circumstances in
the conduct of his or her own affairs, or (ii) took or omitted to take such action in reliance upon
advice of our counsel, or for such other entity, or upon statements made or information furnished
by directors, officers, employees or agents of the corporation or for such other entity which he or
she had no reasonable grounds to disbelieve.
INDEMNIFICATION AGREEMENTS AND INSURANCE
We have limited indemnification agreements with certain officers that are included in such
officers' employment agreements.
We also maintain a directors' and officers' liability insurance policy insuring our directors
and officers against certain losses resulting from certain acts committed by them in their
capacities as directors and officers of the corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number
Description
4.1
CEC Entertainment, Inc. Non-Employee Director Restricted Stock Plan.*
4.2
Amended and Restated Articles of Incorporation of CEC Entertainment, Inc.
(incorporated herein by reference to Exhibit 3(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended July 4, 1999).
4.3
Bylaws of the Company, as amended on April 17, 2001 (incorporated herein by
reference to Exhibit 4.3 to the Company's Form S-8 filed on September 23, 2004
(file no. 333-119218)).
4.4
Specimen form of certificate representing $0.10 par value Common Stock
(incorporated herein by reference to Exhibit 4(a) to the Company's Annual Report
on Form 10-K for the year ended December 28, 1990).
5.1
Opinion of Winstead Sechrest & Minick P.C.*
23.1
Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*
23.2
Consent of Deloitte & Touche LLP.*
24.1
Power of Attorney (included in the signature page of this Registration Statement).*
*
Filed herewith.
Item 9. Undertakings.
(1) We hereby undertake:
(a)
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;
(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 this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate
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offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii)
to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(b)
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.
(c)
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.
(2) We hereby undertake that, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the 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 us of
expenses incurred or paid by any of our directors, officers or controlling persons 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, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification 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, CEC Entertainment, Inc. 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,
hereunto duly authorized, in the City of Irving, State of Texas, as of December 5, 2005.
CEC ENTERTAINMENT, INC.
By:
/s/ Richard M. Frank
Richard M. Frank, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Richard M. Frank and
Michael H. Magusiak, and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, 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 indicated as of December 5, 2005.
/s/ Richard M. Frank
/s/ Cynthia I. Pharr Lee
Richard M. Frank, Chairman of the Board,
Cynthia I. Pharr Lee, Director
Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ Michael H. Magusiak
/s/ Walter Tyree
Michael H. Magusiak, President and Director
Walter Tyree, Director
/s/ Richard T. Huston
/s/ Raymond E. Wooldridge
Richard T. Huston, Director
Raymond E. Wooldridge, Director
/s/ Tim T. Morris
/s/ Christopher D. Morris
Tim T. Morris, Director
Christopher D. Morris, Chief
Financial Officer (Principal
Financial Officer)
/s/ Louis P. Neeb
/s/ Larry T. McDowell
Louis P. Neeb, Director
Larry T. McDowell, Director
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INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
CEC Entertainment, Inc. Non-Employee Director Restricted Stock Plan.*
4.2
Amended and Restated Articles of Incorporation of CEC Entertainment, Inc.
(incorporated herein by reference to Exhibit 3(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended July 4, 1999).
4.3
Bylaws of the Company, as amended on April 17, 2001 (incorporated herein by
reference to Exhibit 4.3 to the Company's Form S-8 filed on September 23, 2004
(file no. 333-119218)).
4.4
Specimen form of certificate representing $0.10 par value Common Stock
(incorporated herein by reference to Exhibit 4(a) to the Company's Annual Report
on Form 10-K for the year ended December 28, 1990).
5.1
Opinion of Winstead Sechrest & Minick P.C.*
23.1
Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*
23.2
Consent of Deloitte & Touche LLP.*
24.1
Power of Attorney (included in the signature page of this Registration Statement).*
*
Filed herewith.
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