<PAGE> 1
As filed with the Securities and Exchange Commission on December 3, 1999.
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUINTEL COMMUNICATIONS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 22-3322277
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(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
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ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10965
(Address of principal executive offices)
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QUINTEL COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
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JEFFREY L. SCHWARTZ
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
QUINTEL COMMUNICATIONS, INC.
ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10965
(914) 620-1212
(Name, address and telephone number,
including area code, of agent for service)
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Copy to:
MURRAY L. SKALA, ESQ.
Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
750 Lexington Avenue
New York, New York 10022
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE
REGISTRATION STATEMENT BECOMES EFFECTIVE.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock 1,600,000(1) $7.125 $11,400,000(2) $3,010
($.001 par shares
value)
</TABLE>
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(1) Represents shares underlying the Company's 1996 Stock Option Plan, as
amended and restated to date (the "Plan"), for which no registration
statement has been filed.
(2) Estimated solely for purposes of calculating the registration fee on
the basis of the product resulting from multiplying 1,600,000 shares
of Common Stock by $7.125, the average of the high and low sales
prices of the shares of Common Stock, as reported on the Nasdaq
National Market on November 29, 1999.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.
333-17585), FILED WITH THE COMMISSION ON DECEMBER 10, 1996, ARE
HEREBY INCORPORATED BY REFERENCE, EXCEPT AS REVISED BELOW.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Quintel Communications, Inc., a Delaware
corporation (referred to herein as either the "Company" or the "Registrant"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the Securities Act of 1933, as amended (the "Securities Act"), are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
November 30, 1998, as amended.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended February 28, May 31, and August 31, 1999, as well as a Current Report on
Form 8-K, filed with the Commission on June 4, 1999.
(c) The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A filed October 23, 1995 and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 shares of Common Stock offered
hereby have been sold or which deregisters all shares 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Murray L. Skala, a director of the Company and a member of the firm
of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, the Company's legal
counsel, has been
<PAGE> 4
granted by the Company options under the Plan to purchase up to 105,000 shares
of the Company's Common Stock at varying exercise prices.
ITEM 9. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
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<S> <C>
4.1 Quintel Communications, Inc. Amended and
Restated 1996 Stock Option Plan (1)
4.2 Quintel Communications, Inc. Second Amended
and Restated Stock Option Plan (2)
5* Opinion of Feder, Kaszovitz,
Isaacson, Weber, Skala & Bass LLP
23.1* Consent of Pricewaterhouse Coopers L.L.P.
23.2* Consent of Feder, Kaszovitz,
Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
</TABLE>
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* Filed herewith.
(1) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed with the Commission on July 21,
1997, and incorporated herein by reference.
(2) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed with the Commission on August
20, 1999, and incorporated herein by reference.
<PAGE> 5
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 Pearl River and State of New York on the 3rd day of
December, 1999.
QUINTEL COMMUNICATIONS, INC.
By: /s/ Jeffrey L. Schwartz
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Jeffrey L. Schwartz
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Jeffrey L. Schwartz Chairman and Chief Executive
- --------------------------------- Officer
Jeffrey L. Schwartz (Principal Executive Officer) December 3, 1999
/s/ Jay Greenwald President, Chief Operating
- --------------------------------- Officer and Director December 3, 1999
Jay Greenwald
/s/ Daniel Harvey Chief Financial Officer
- --------------------------------- (Principal Financial and
Daniel Harvey Accounting Officer) December 3, 1999
/s/ Andrew Stollman Senior Vice President,
- --------------------------------- Secretary and Director December 3, 1999
Andrew Stollman
/s/ Michael G. Miller Director December 3, 1999
- ---------------------------------
Michael G. Miller
/s/ Murray L. Skala Director December 3, 1999
- ---------------------------------
Murray L. Skala
/s/ Edwin A. Levy Director December 3, 1999
- ---------------------------------
Edwin A. Levy
/s/ Lawrence Burstein Director December 3, 1999
- ---------------------------------
Lawrence Burstein
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
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<S> <C>
4.1 Quintel Communications, Inc. Amended and Restated
1996 Stock Option Plan (1)
4.2 Quintel Communications, Inc. Second
Amended and Restated Stock Option
Plan (2)
5* Opinion of Feder, Kaszovitz,
Isaacson, Weber, Skala & Bass LLP
23.1* Consent of Pricewaterhouse Coopers LLP
23.2* Consent of Feder, Kaszovitz,
Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
</TABLE>
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* Filed herewith.
(1) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed with the Commission on July 21,
1997, and incorporated herein by reference.
(2) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed with the Commission on August
20, 1999, and incorporated herein by reference.
<PAGE> 1
December 3, 1999
Quintel Communications, Inc.
One Blue Hill Plaza
Pearl River, New York 10965
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Quintel Communications, Inc. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of 1,600,000 shares of the common
stock of the Company, par value, $.001 per share (the "Shares"), which may be
issued upon the exercise of options granted or to be granted pursuant to the
Quintel Communications, Inc. 1996 Stock Option Plan, as amended and restated to
date (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares upon
the exercise of options granted or to be granted pursuant to the Plan, and that
the Shares being registered pursuant to the Registration Statement, when issued
upon the exercise of options granted or to be granted under the Plan in
accordance with the terms of the options and the Plan, will be duly authorized,
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and all references to this firm in the Registration
Statement.
Very truly yours,
Feder, Kaszovitz, Isaacson,
Weber, Skala & Bass LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Quintel Communications, Inc. and Subsidiaries (the "Company") on Form S-8
(File No. ) of our report dated March 10, 1999, relating to the consolidated
financial statements and financial statement schedule, which appears in the
Company's Annual Report on Form 10-K, as amended, for the year ended November
30, 1998.
Pricewaterhouse Coopers L.L.P.
Melville, New York
December 3, 1999
