As filed with the Securities and Exchange Commission on December 12, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INDIVIDUAL INVESTOR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3487784
State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
1633 BROADWAY, 38TH FLOOR
NEW YORK, NEW YORK 10019
(Address of principal executive offices)
1996 PERFORMANCE EQUITY PLAN,
1996 MANAGEMENT INCENTIVE PLAN
AND
OTHER EMPLOYEE BENEFIT PLANS
(Full title of the Plans)
JONATHAN L. STEINBERG, Chairman
Individual Investor Group, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
(212) 843-2777
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
PETER M. ZIEMBA, ESQ.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
CALCULATION OF REGISTRATION FEE
============================================ ================= ======================== ====================== =====================
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share offering price
============================================ ================= ======================== ====================== =====================
Common Stock issuable upon exercise of 1,000,000(3) $7.50 $7,500,000 $ 2,586.20
options which may be granted under the
1996 Performance Equity Plan(1).........
============================================ ----------------- ------------------------ ---------------------- =====================
Common Stock issuable upon exercise of 240,000(3) $5.75 $2,914,375 $ 1,004.96
options and other stock-based awards 100,000 $5.8125
granted and outstanding under employee 50,000 $4.4375
benefit plans ("Benefit Plans")(2)...... 30,000 $4.375
100,000 $6.00
============================================ ----------------- ------------------------ ---------------------- =====================
Common Stock issuable upon exercise of 500,000(3) $7.50 $3,750,000 $ 1,293.10
options which may be granted under the
1996 Management Incentive Plan(1).......
============================================================================================================== =====================
TOTAL............................................................................................ $4,884.26
============================================================================================================== =====================
(footnotes on next page)
1
(1) Based on the last sale price of the Common Stock as reported by The
Nasdaq Stock Market on December 9, 1996, in accordance with Rules
457(c) and 457(h) promulgated under the Securities Act of 1933, as
amended ("Securities Act").
(2) Represents the exercise prices payable for the 520,000 shares that may
be acquired under outstanding options granted pursuant to the Benefit
Plans in accordance with Rule 457(h) promulgated under the Securities
Act.
(3) The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Company under the 1996
Performance Equity Plan and 1996 Management Incentive Plan and upon
exercise of options under the Benefit Plans. Pursuant to Rule 416,
there are also being registered additional shares of Common Stock as
may become issuable pursuant to the anti-dilution provisions of each of
such plans.
------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, the Registration Statement will become
effective upon filing with the Securities and Exchange Commission.
The Registration Statement, including all exhibits and attachments,
contains 64 pages. The exhibit index may be found on page 9 of the
consecutively numbered pages of the Registration Statement.
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2
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 to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933 and the Note to Part I of Form S-8.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995, filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
periods ended March 31, 1996, June 30, 1996 and September 30,
1996, filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act;
(c) The Registrant's Proxy Statement dated May 8, 1996; and
(d) The description of the Company's common stock, par value $.01
per share (the "Common Stock"), contained in the Registrant's
8-A Registration Statement filed with the Commission pursuant
to Section 12(b) of the Exchange Act, including any subsequent
amendment(s) or report(s) filed for purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment 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 respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
The Common Stock of the Registrant is 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.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware 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 such person 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), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
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 that such person's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person 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 such person's conduct was
unlawful.
In the case of an action by or in the right of the corporation, Section
145 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 in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in and not opposed to the
4
best interests of the corporation, except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought determines upon
application that, despite the adjudicate 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 of Chancery or such other court
deems proper. Section 145 further provides: that a Delaware corporation is
required to indemnify a director, officer, employee, or agent against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with any action, suit, or proceeding or in defense of any claim,
issue, or matter therein as to which such person has been successful on the
merits or otherwise; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of such person's heirs, executors, and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer against any such liability asserted against such person in any such
capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify him against liability under
Section 145. A Delaware corporation may provide indemnification 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
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
Article VIII of the Amended and Restated Certificate of Incorporation
of the Company and Article VIII of the Bylaws of the Company provides for
indemnification of directors and officers of the Company to the fullest extent
permitted by law, as now in effect or later amended. Article VIII of the Bylaws
provides that expenses incurred by an officer of director in defending a civil
or criminal action, suit, or proceeding may be paid by the Company in advance of
final disposition upon receipt of an undertaking by or on behalf of such person
to repay such amount if it ultimately is determined that such person is not
entitled to be indemnified by the Company.
The Company may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Company. The
Company currently maintains such liability insurance.
Article VII of the Company's Amended and Restated Certificate of
Incorporation eliminates the personal liability of the directors of the Company
to the fullest extent permitted by the provisions of Section 102 of the Delaware
General Corporation Law, as the same may be amended and supplemented.
Additionally, the Company has entered into Indemnification Agreements
with certain of its directors and officers whereby the Company has agreed to
indemnify, and advance expenses to, each indemnitee to the fullest extent
permitted by applicable law. The Indemnification Agreements will continue until
and terminate upon the later of (i) ten years after the date that the indemnitee
has ceased to serve as a director or officer of the Company or any entity which
the indemnitee served at the request of the Company, or (ii) the final
termination of all pending proceedings in respect of which the indemnitee is
granted rights of indemnification or advancement of expenses or any proceeding
commenced by the indemnitee.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 1996 Performance Equity Plan
4.2 Stock Option Agreement, dated June 21, 1995, for the
purchase of 30,000 shares between Bruce Sokoloff and the Company
4.3 Stock Option Agreement, dated June 23, 1995, for the
purchase of 80,000 shares between Jonathan L. Steinberg and the
Company
4.4 Stock Option Agreement, dated June 23, 1995, for the
purchase of 80,000 shares between Robert Schmidt and the Company
5
4.5 Stock Option Agreement, dated June 23, 1995, for the
purchase of 50,000 shares between Scot A. Rosenblum and the
Company
4.6 Stock Option Agreement, dated July 27, 1995, for the
purchase of 100,000 shares between Russell A. Anmuth and the
Company
4.7 Stock Option Agreement, dated November 1, 1995, for the purchase
of 50,000 shares between Gordon Anderson and the Company
4.8 Stock Option Agreement, dated December 1, 1995, for the purchase
of 30,000 shares between Sharon Cartotto and the Company
4.9 Stock Option Agreement, dated March 15, 1996, for the purchase
of 100,000 shares between Jay Burzon and the Company
4.10 1996 Management Incentive Plan
5.1 Opinion of Graubard Mollen & Miller
23.1 Consent of Deloitte & Touche LLP, independent auditors for
Registrant
23.2 Consent of Ernst & Young LLP, independent auditors
for WisdomTree Associates, L.P.
23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing procedures, or otherwise,
6
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 11th day of
December, 1996.
INDIVIDUAL INVESTOR GROUP, INC.
By: /s/ Jonathan L. Steinberg
----------------------------------
Jonathan L. Steinberg, Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jonathan L. Steinberg and Scot A.
Rosenblum his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Jonathan L. Steinberg Chief Executive Officer, December 12,1996
- ------------------------ Treasurer and Directtor
Jonathan L. Steinberg (Principal Executive Officer)
/s/ Robert H. Schmidt President and Director December 12, 1996
- -----------------------
Robert H. Schmidt
/s/ Scot A. Rosenblum Chief Financial Officer, December 12, 1996
- ------------------------ Vice President, Secretary
Scot A. Rosenblum and Director (Principal
Financial Office
/s/ Henry G. Clark Controller (Principal December 12, 1996
- ------------------------ Accounting Officer)
Henry G. Clark
/s/ Bruce L. Sokoloff Director December 12, 1996
- ------------------------
Bruce L. Sokoloff
/s/ Peter M. Ziemba Director December 12, 1996
- ------------------------
Peter M. Ziemba
8
EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 1996 Performance Equity Plan 10-19
4.2 Stock Option Agreement, dated June 21, 1995, for the purchase of 20-22
30,000 shares between Bruce Sokoloff and the Company
4.3 Stock Option Agreement, dated June 23, 1995, for the purchase 23-26
of 80,000 shares between Jonathan L. Steinberg and the Company
4.4 Stock Option Agreement, dated June 23, 1995, for the purchase of 27-30
80,000 shares between Robert Schmidt and the Company
4.5 Stock Option Agreement, dated June 23, 1995, for the purchase of 31-34
50,000 shares between Scot Rosenblum and the Company
4.6 Stock Option Agreement, dated July 27, 1995, for the purchase 35-37
of 100,000 shares between Russell A. Anmuth and the Company
4.7 Stock Option Agreement, dated November 1, 1995, for the purchase 38-41
of 50,000 shares between Gordon Anderson and the Company
4.8 Stock Option Agreement, dated December 1, 1995, for the purchase 42-45
of 30,000 shares between Sharon Cartotto and the Company
4.9 Stock Option Agreement, dated March 15, 1996, for the purchase 46-49
of 100,000 shares between Jay Burzon and the Company
4.10 1996 Management Incentive Plan 52-61
5.1 Opinion of Graubard Mollen & Miller 62
23.1 Consent of Deloitte & Touche LLP, independent auditors for 63
Registrant
23.2 Consent of Ernst & Young LLP, independent auditors 64
for WisdomTree Associates, L.P.
23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1) 62
9