<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1997
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CKS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0385435
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
10441 BANDLEY DRIVE
CUPERTINO, CALIFORNIA 95014
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SITESPECIFIC, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
MARK D. KVAMME
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CKS GROUP, INC.
10441 BANDLEY DRIVE
CUPERTINO, CALIFORNIA 95014
(408) 365-5100
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
DANIEL R. MITZ, ESQ.
CRAIG D. NORRIS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of the Company to be
issued upon exercise of options granted
under the SiteSpecific, Inc. 1996
Stock Option Plan 18,884 $13.250 250,213 $76
==============================================================================================================
</TABLE>
(2) Estimated pursuant to Rule 457 (c) under the Securities Act of 1933, as
amended (the "Act") based on the average between the high and low price
as reported on the Nasdaq National Market on November 21, 1997.
<PAGE> 2
CKS GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission by CKS Group, Inc. (the "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996. Filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The Registrant's reports on Form 8-K dated as of December 18, 1996
(as amended by Registrant's report on Form 8-K/A filed on January 17, 1997),
January 3, 1997, January 31, 1997 (as amended by Registrant's reports on Form
8-K/A filed on March 6, 1997 and May 28, 1997), February 27, 1997, March 10,
1997, March 24, 1997, June 25, 1997 (as amended by Registrant's report on Form
8-K/A filed on October 24, 1997), July 25, 1997, and November 24, 1997.
3. The Registrant's Quarterly Reports for the periods ended March 2,
1997, June 1, 1997, and August 31, 1997.
4. The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A as filed with the Commission on
November 30, 1995, including any amendment or report filed for purposes of
updating such description.
All documents filed by the Registrant 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 part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware law, the personal liability of directors for monetary
damages for breach of their fiduciary duties as a director. The Company's Bylaws
provide that the Company shall indemnify its officers and directors and may
indemnify its employees and other agents to the fullest extent permitted by
Delaware law. The Company has entered into indemnification agreements with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements require the Company, among other
things, to indemnify such officers and directors against certain liabilities
that may arise by reason of their status or service as directors or officers
(subject to certain exceptions) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses actually and reasonably incurred by him or her in
connection with such action 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, had no reasonable cause
to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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<PAGE> 4
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
4.1 SiteSpecific, Inc. 1996 Stock Option Plan, and form of agreement used
thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the Securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick, LLP Independent Auditors.
23.3 Consent of Robbins, Speilman, Koenigsberg & Parker LLP, Independent
Auditors
23.4 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney
(see page 6).
</TABLE>
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 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.
(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 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 this 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.
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<PAGE> 5
(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 provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, CKS Group, 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,
thereunto duly authorized, in the City of Cupertino, State of California, on the
24th day of November, 1997.
CKS GROUP, INC.
By: /s/ ROBERT T. CLARKSON
------------------------------------------------
Robert T. Clarkson, Executive Vice President
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark D. Kvamme, Carlton H. Baab and
Robert T. Clarkson and each of them, acting individually, as his
attorney-in-fact, with full power of substitution, for him and in any and all
capacities, to sign any and all amendments to this Registration Statement on
this Form S-8 (including post-effective amendments or any abbreviated
registrations statement and any amendments thereto filed pursuant to Rule 462(b)
increasing the number of securities for which registration is sought) and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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 on November 24,
1997 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ MARK D. KVAMME Chief Executive Officer and Chairman of the Board
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Mark D. Kvamme
/s/ CARLTON H. BAAB Executive Vice President and Chief Financial Officer
- ---------------------------------
Carlton H. Baab
/s/ THOMAS K. SUITER Director
- ---------------------------------
Thomas K. Suiter
/s/ ALEXANDRE BALKANSKI Director
- ---------------------------------
Alexandre Balkanski
/s/ PIERRE R. LAMOND Director
- ---------------------------------
Pierre R. Lamond
/s/ BARRY R. LINSKY Director
- ---------------------------------
Barry R. Linsky
/s/ MICHAEL B. SLADE Director
- ---------------------------------
Michael B. Slade
</TABLE>
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<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS
- --------------------------------------------------------------------------------
Registration Statement on Form S-8
CKS GROUP, INC.
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Number Description Page
------ ----------- ----
<S> <C>
4.1 SiteSpecific, Inc. 1996 Stock Option Plan, and form of agreement
used thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the Securities
being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick, LLP Independent Auditors
23.3 Consent of Robbins, Speilman, Koenigsberg & Parker LLP,
Independent Auditors.
23.4 Consent of Ernst & Young LLP, Independent Auditors.
</TABLE>
-8-
<PAGE> 1
EXHIBIT 4.1
SiteSpecific, Inc.
1996 Stock Option Plan
SECTION 1. PURPOSE.
The purposes of the SiteSpecific, Inc. 1996 Stock Option Plan (the
"Plan") are to promote the interests of SiteSpecific, Inc. (together with any
successor thereto, the "Company") by (i) attracting and retaining directors,
officers and employees of the Company and its Subsidiaries, and consultants and
other persons rendering services to or on behalf of the Company and its
Subsidiaries; and (ii) enabling such persons to participate in the long-term
growth and financial success of the Company.
SECTION 2. DEFINITIONS.
As used in the Plan, the following terms shall have the meanings set
forth below:
"BOARD" shall mean the Board of Directors of the Company.
"CODE" shall mean the U.S. Internal Revenue Code of 1986, as amended from time
to time.
"COMMITTEE" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3 or any applicable law, each of whom, to
the extent necessary to comply with Rule 16b-3 only, is a "disinterested person"
within the meaning of Rule 16b-3. The Board need not designate a Committee and,
if the Board shall not designate a Committee, the term "Committee" shall mean
the Board.
"EMPLOYEE" shall mean any employee of the Company or of any Subsidiary, as
determined by the Committee.
"EXCHANGE ACT" shall mean the U.S. Securities Act of 1934, as amended.
"FAIR MARKET VALUE" shall mean, with respect to the Shares, as of any date, (i)
the last reported sales price regular way on any U.S. national exchange or, if
not reported for any U.S. national exchange, on the Composite Tape, or, in case
no such reported sale takes place on such day, the average of the reported
closing bid and asked quotations on any U.S. national exchange; (ii) if the
Shares are not listed on any U.S. national exchange or no such quotations are
available, the closing price of the Shares as reported by the National Market
System, or similar organization, or, if no such quotations are available, the
average of the high bid and low asked quotations in the over-the-counter market
as reported by the National Quotation Bureau Incorporated, or similar
organization; or (iii) in the event that there shall be no public market for the
Shares, the fair market value of the Shares as determined (which determination
shall be conclusive) in good faith by the Committee, based upon the value of the
Company as a going concern, as if such Shares were publicly owned stock, but
without any discount with respect to minority ownership.
"OPTION" shall have the meaning set forth in Section 6 of the Plan.
"OPTION DOCUMENT" shall mean any written instrument or document evidencing any
Option, which may, but need not, be executed or acknowledged by a Participant.
<PAGE> 2
"OTHER PERSON" shall mean any director, consultant or other Person rendering
services to or on behalf of the Company or any Subsidiary, as determined by the
Committee.
"PARTICIPANT" shall mean any Employee or Other Person granted an Option under
the Plan.
"PERSON" shall be interpreted broadly to include any individual, sole
proprietorship, partnership, joint venture, trust, unincorporated organization,
association, corporation, company, institution, entity or party.
"SEC" shall mean the U.S. Securities and Exchange Commission, or any successor
thereto.
"Shares" shall mean the common shares of the Company, par value U.S. $0.001 per
share, and such other securities or property as may become subject to Options
pursuant to an adjustment made under Section 4(b) of the Plan.
"RULE 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.
"SUBSIDIARY" shall mean each Person of which or in the Company or its other
Subsidiaries own directly or indirectly 50 percent or more of (i) the combined
voting power of all classes of stock having general voting power under ordinary
circumstances to elect a majority of the board of directors or equivalent body
of such Person, if it is a corporation or similar person; (ii) the capital
interest or profits interest of such Person, if it is a partnership, joint
venture, or similar entity; or (iii) the beneficial interest of such Person, if
it is a trust, association, or other unincorporated organization.
SECTION 3. ADMINISTRATION.
The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the
number of Shares to be covered by each Option; (iii) determine the exercise
price of each Option; (iv) accelerate the exercise date of any Option; (iv)
interpret and administer the Plan and any instrument or agreement relating to,
or Option granted under, the Plan; (v) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (vi) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Option shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, any Subsidiary, any Participant, any
holder of any Option and any shareholder.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) Shares Available.
Subject to adjustment as provided in Sections 4(b) and 7(c) and (d)
of the Plan:
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<PAGE> 3
(i) Calculation of Number of Shares Available.
The number of Shares with respect to which Options may be granted
under the Plan shall be 75,000. If, after the effective date of the
Plan, any Option is forfeited, or any Option otherwise terminates or
is canceled without the delivery of Shares or of other consideration,
then the Shares covered by such Option shall again be, or shall
become, Shares with respect to which Options may be granted.
(ii) Sources of Shares Deliverable Under Options.
Any Shares delivered pursuant to an Option may consist, in whole
or in part, of authorized and unissued Shares or, to the extent
permissible under applicable law, of Shares acquired by any
Subsidiary or any other Person designated by the Company.
(b) Adjustments.
In the event that the Committee determines that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or property) with respect to which Options may be granted,
(ii) the number and type of Shares (or other securities or property) subject to
outstanding Options, and (iii) the exercise price with respect to any Option or,
if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Option; provided, that the number of Shares subject to any Option
shall always be a whole number.
SECTION 5. ELIGIBILITY.
Any Employee or Other Person who is not a member of the
Committee, including any officer or employee-director of the Company or any
Subsidiary, shall be eligible to be designated a Participant.
SECTION 6. OPTIONS.
Subject to the requirements of applicable law, the Committee is
hereby authorized to grant to eligible Participants an option to purchase
Shares (an "Option") which shall contain the following terms and conditions and
such additional terms and conditions, which are not inconsistent with the
provisions of the Plan, as the Committee shall determine:
(i) Exercise Price.
3
<PAGE> 4
The purchase price per Share purchasable under an Option shall
be such amount, not less than $0.40 per Shares (subject to adjustment
pursuant to Sections 4(b) and 7(c) and (d) of the Plan), as is
determined by the Committee.
(ii) Time and Method if Exercise.
One-third of the Shares covered by each Option shall become
exercisable for the first time on each of the second, third and
fourth anniversaries of the grant of that Option. To the extent that
any Option has become exercisable, it may be exercised in whole or in
part. The exercise price of any Option can be paid only in cash.
(iii) Limits on Transfer of Options.
(A) Each Option shall be exercisable only by the
Participant during the Participant's lifetime, or, if
permissible under applicable law, by the Participant's guardian
or legal representative or by a transferee receiving such Option
pursuant to a qualified domestic relations order (a "QDRO") as
defined in the Code or Title I of the U.S. Employee Retirement
Income Security Act of 1974 ("ERISA"), or the rules thereunder.
(B) No Option may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a
Participant otherwise than pursuant to a QDRO and any such
purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against
the Company or any Subsidiary.
(iv) Expiration of Options.
No Option may be exercised after the eighth anniversary of
the date of its grant.
(v) Rule 16b-3 Six-Month Limitations.
To the extent required in order to comply with Rule 16b-3
only, any equity security offered pursuant to the Plan must be held
for at least six months after the date of grant, and with respect to
any derivative security issued pursuant to the Plan at least six
months must elapse from the date of acquisition of such derivative
security to the date of disposition (other than upon exercise or
conversion) of the derivative security or its underlying equity
security after the grant thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned or attributed to them under Rule 16b-3.
(vi) Share Certificates.
All certificates for Shares delivered under the Plan pursuant to
any Option or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such Shares
are then listed, and any applicable laws, and the Committee may cause
a legend or legends to be put on any such certificates to make
appropriate reference
4
<PAGE> 5
to such restrictions. Notwithstanding the foregoing, no action shall
be taken by the Committee which would, under the laws of the State of
New York, cause a separate class of securities other than Shares to be
created and the Committee shall consult with appropriate legal counsel
in this regard.
(vii) Delivery of Shares and Payment by Participant of Consideration.
No Shares or other securities shall be delivered pursuant to any
Option until payment in full of the exercise price of the Option is
received by the Company.
SECTION 7. AMENDMENT AND TERMINATION.
Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Option Document or in the Plan:
(a) Amendments to the Plan.
The Committee may amend, alter, suspend, discontinue, or
terminate the Plan without the consent of any shareholder, Participant, other
holder of an Option, or other Person; provided that any such amendment,
alteration, suspension, discontinuation, or termination that would impair the
rights of any Participant, or any other holder of any Option theretofore
granted, shall not to that extent be effective without the consent of the
affected Participant or holder; and provided further, that notwithstanding any
other provision of the Plan or any Option Document, without the approval of the
shareholders of the Company no such amendment, alteration, suspension,
discontinuation, or termination shall be made that would:
(i) increase the total number of Shares available for Awards
under the Plan, except as provided in Section 4 of the Plan;
or
(ii) otherwise cause the Plan to cease to comply with any
applicable law or regulatory requirement, including for
these purposes any approval or other requirement which is a
prerequisite for exemptive relief from Section 16(b) of the
Exchange Act.
(b) Amendments to Options.
The Committee may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, any Option
theretofore granted, prospectively or retroactively, without the consent of any
relevant Participant or holder of an Option provided that, subject to the
Committee's right to adjust Awards pursuant to Section 7(c) and (d), any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would impair the rights of any Participant, or any holder of
any Option theretofore granted shall not to that extent be effective without the
consent of the affected Participant or holder.
(c) Adjustments of Options Upon Certain Acquisitions.
In the event the Company or any Subsidiary shall assume
outstanding employee options or the right or obligation to grant future employee
options in connection with the acquisition of another business or another
corporation or business entity, the Committee may make such adjustments, not
inconsistent with the terms of the Plan, in the terms of Options as it shall
5
<PAGE> 6
deem appropriate in order to achieve reasonable comparability or other equitable
relationship between the assumed options and the Options as so adjusted.
(d) Adjustment of Options Upon the Occurrence of Certain Unusual or
Nonrecurring Events.
The Committee is hereby authorized to make adjustments in the terms
and conditions of, and the criteria included in, Options in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4(b) hereof) affecting the Company, any Subsidiary, or the
financial statements of the Company or any Subsidiary, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan.
SECTION 8. GENERAL PROVISIONS.
(a) No Rights to Options.
No Employee or any Other Person shall have any claim to be granted
any Option, and there is no obligation for uniformity of treatment of Employees
or Other Persons or holders of Options. The terms and conditions of Options
need not be the same with respect to each recipient.
(b) Withholding.
The Company or any Subsidiary is hereby authorized to withhold from
any Option, from any payment due or transfer made under any Option or under the
Plan or from any compensation or other amount owing to a Participant the
amount, in cash, of any applicable withholding taxes in respect of an Option,
its exercise, or any payment or transfer under an Option or under the Plan and
to take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes.
(c) No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company or any
Subsidiary from adopting or continuing in effect other compensation arrangements
(subject to shareholder approval if such approval is required), and such
arrangements may be either generally applicable or applicable only in specific
cases.
(d) No Right to Employment.
The grant of an Option shall not be construed as giving a Participant
the right to be retained in the employ or other service of the Company or any
Subsidiary. Further, the Company or a Subsidiary may at any time dismiss a
Participant from employment or other service, free from any liability or any
claim under the Plan, unless otherwise expressly provided in the Plan or in any
Option Document.
(e) Governing Law.
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<PAGE> 7
The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws of the State of New York. In addition, the Committee may amend the terms
of the Plan and any Options or Option Documents in order to comply with the
laws of the State of New York or the laws of any other applicable jurisdiction.
(f) Severability.
If any provision of the Plan or any Option is or becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or Option, or would disqualify the Plan or any Option under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Option, such provision shall be stricken as to such
jurisdiction, Person or Option and the remainder of the Plan and any such
Option shall remain in full force and effect.
(g) Additional Powers.
The Committee may refuse to issue or transfer any Shares or other
consideration under an Option if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant or other holder in connection with the exercise of
such Option shall be promptly refunded to the relevant Participant or holder.
(h) No Trust or Fund Created.
Neither the Plan nor any Option shall create or be construed to
create a trust of separate fund of any kind or a fiduciary relationship between
the Company or any Subsidiary and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the Company or
any Subsidiary pursuant to an Option, such right shall be no greater than the
right of any unsecured general creditor of the Company or any Subsidiary.
(i) No Fractional Shares.
No fractional Shares shall be issued or delivered pursuant to the
Plan or any Option, and the Committee shall determine whether cash, other
securities, or other property shall be paid or transferred in lieu of any
fractional Shares or whether such fractional Shares or any rights thereto shall
be canceled, terminated, or otherwise eliminated.
(j) Headings.
Headings are given to the Sections and subsections of the Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or interpretation of the Plan
or any provision thereof.
SECTION 9. EFFECTIVE DATE OF THE PLAN.
The Plan shall be effective as of the date of its approval by the
shareholders of the Company.
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<PAGE> 8
SECTION 10. TERM OF THE PLAN.
No Option shall be granted under the Plan after the fifth anniversary
of the effective date of the Plan. However, unless otherwise expressly provided
in the Plan or in an applicable Option Document, any Option theretofore granted
may, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Option or to waive any conditions or rights
under any such Option, shall extend beyond such date.
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<PAGE> 9
Subscription Price Per Common Share: Date of Grant:
Earliest Date Exercisable: Number of Common Shares:
SITESPECIFIC, INC.
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT is made on ________________________, 1996 BETWEEN
(1) SiteSpecific, Inc., whose office is at 132 West 21st Street, 12th Floor,
New York, New York 10011 (the "Company"); and
(2) (the "Optionee").
RECITALS
(A) The Company desires, in connection with the employment or other engagement
of the Optionee and in accordance with the SiteSpecific, Inc. 1996 Stock
Option Plan, to provide the Optionee with an opportunity to acquire Common
Shares of the Company on the terms set out in this Agreement and thereby
increase his proprietary interest in the continued progress and success of
the business of the Company.
(B) The Committee agreed to grant to the Optionee an option to purchase Common
Shares with effect after October 1, 1996, on the terms approved by the
Committee.
IT IS AGREED as follows:
1. INTERPRETATION
(1) For purposes of this Agreement, unless otherwise expressly stated, in
addition to terms otherwise defined in this Agreement following terms
shall have the following meanings:
"Change in Control" means (i) any merger, consolidation or share
exchange of the Company with another entity under circumstances such
that, immediately after such transaction, the shareholders of the
Company immediately before the transaction own less than a majority of
the voting power of the surviving or acquiring entity or (ii) any sale
of all or a majority of the value of the property, assets, business,
income or revenue generating capacity, or goodwill of the Company;
"Committee" shall mean a committee of the Board of Directors of the
Company (the "Board") designated by the Board to administer the Plan
and composed of not less than the minimum number of persons from time
to time required by Rule 16b-3 or any applicable law, each of whom, to
the extent necessary to comply with Rule 16b-3 only, is a
"disinterested person" within the meaning of Rule 16b-3. The Board
need not designate a Committee and, if the Board shall not designate a
Committee, the term "Committee" shall mean the Board.
<PAGE> 10
"Date of Termination" means:
(a) in the case of Termination upon Disability, 90 days
after notice of termination is given in accordance with the
definition "Termination Upon Disability";
(b) in the case of Termination for Cause, the date
specified in the notice of termination served on the
Optionee by the Company;
(c) in the case of Termination without Cause, the date
specified in the notice of termination served on the
Optionee by the Company, which date, for purposes of the
Plan, shall not be less than 10 days after the date such
notice of termination is given; and
(d) in the case of Termination upon Resignation, the date
of notification by the Optionee of his intention to resign
or actual resignation;
"Exchange Act" means the Securities Exchange Act of 1934, as
amended;
"Plan" means the , Inc. 1996 Stock Option Plan;
"Shares" means the shares of common stock, par value U.S. $0.001
per share, of the Company;
"Termination for Cause" means a termination of the Optionee's
employment or other engagement by the Company (but without
prejudice to any other rights of the Company) by reason of one
or more of the following:
(a) insobriety or use of drugs interfering with the
performance of the Optionee's duties to the Company;
(b) the Optionee's conviction of a felony or any crime
involving moral turpitude or fraud;
(c) any gross negligence or willful misconduct by an
Optionee resulting in material loss to the Company or
damage to the Company's reputation;
(d) any theft or defalcation by an Optionee from the
Company; or
(e) any willful material breach by an Optionee of the
terms of his employment or other engagement with the
Company;
"Termination upon Disability" means the termination by the
Company of the Optionee's employment or other engagement if he
is unable to fulfill the requirements of his position with the
Company for a period of six consecutive months by reason of a
state of physical and/or mental incapacity and within 90 days
after written notice has been served upon the Optionee notifying
him of his failure to fulfill such requirements as aforesaid, he
shall not have returned to the proper fulfillment of the
requirements of his position with the Company;
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<PAGE> 11
Any question as to the existence of any ill-health, accident or other
disability referred to above upon which the Company and the Optionee
cannot agree shall be determined by a qualified independent physician
selected by the Company and reasonably approved by the Optionee; the
determination of such physician made in writing to the Company and to
the Optionee shall be final and conclusive for all purposes of this
Agreement;
"Termination upon Resignation" means termination by the Optionee of
the Optionee's employment or other engagement;
"Termination without Cause" means any other termination by the Company
of the Optionee's employment or other engagement (including
termination upon sale of business), other than Termination for Cause
and Termination upon Disability;
(2) Any reference in this Agreement to any statute includes any amendment,
modification or re-enactment of such statute from time to time in
force.
2. CONFIRMATION OF GRANT OF OPTION
(1) The Company hereby confirms that the Optionee has been granted,
effective October 1, 1996, subject to the terms of this Agreement and
the Plan, the option (the "Option") to purchase three thousand five
hundred (3,500) Shares of the Company.
(2) The number of Shares subject to the Option may be adjusted as provided
in Section 11.
3. EXERCISE PRICE
Subject to adjustment as provided in Section 11 of this Agreement the
exercise price of the Shares the subject of the Option shall be $1.10.
4. EXERCISABILITY OF OPTION
(1) Subject to the terms and conditions of this Agreement (including,
without limitation, paragraphs (2) through (6) of this Section),
one-third of the Shares covered by each Option shall become
exercisable for the first time on each of the second, third and fourth
anniversaries of the grant of that Option. To the extent that any
Option has become exercisable, it may be exercised in whole or in
part.
(2) If the Optionee ceases to be an employee of or to be otherwise engaged
by the Company in circumstances constituting Termination for Cause any
portion of the Option not yet exercised on the Date of Termination
shall immediately lapse.
(3) If the Optionee ceases to be an employee of or to be otherwise engaged
by the Company in circumstances constituting Termination without Cause
or Termination upon Disability;
(a) any portion of the Option not yet exercisable on the date of
Termination shall not be exercisable unless the Committee, in its sole
discretion, decides to allow exercise during a period to be determined
but which shall end no later than three months after the Date of
Termination, at the end of which period such portion shall immediately
lapse; and
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<PAGE> 12
(b) any portion of the Option which is otherwise exercisable on the
Date of Termination may be exercised at any time within three months
of such date in accordance with this Agreement, at the end of which
period such portion shall immediately lapse.
(4) In the event of Termination upon Resignation, any portion of the
Option not yet exercised on the Date of Termination shall immediately
lapse.
(5) In any event, the Option may not be exercised after the expiration of
the term provided in Section 5.
5. TERM OF OPTION
The term of the Option shall be a period of eight years after October 1,
1996, subject to earlier termination or cancellation as provided in this
Agreement.
6. METHOD OF EXERCISE OF OPTION
(1) Each Option shall be exercisable only during the Optionee's lifetime
(i) by the Optionee, (ii) if permissible under applicable law, by the
Optionee's guardian or legal representative or (iii) by a transferee
receiving such Option pursuant to a qualified domestic relations order
(a "QDRO") as defined in the Code or Title I of the U.S. Employee
Retirement Income Security Act of 1974 ("ERISA"), or the rules
thereunder (but by no other person) as to all or (at the Optionee's
election) part of the Shares as to which the Option is then
exercisable under Section 4 by giving written notice of exercise to
the Company at its registered office, attention: the Secretary, with a
copy to the Chief Financial Officer of the Company, specifying the
number of Shares for which the Option is exercised and accompanied by
payment in the amount required to pay in full the purchase price for
such Shares (as determined pursuant to Section 3) and any applicable
withholding or other taxes pursuant to paragraph (5) of this Section.
(2) The failure to exercise the Option, in whole or in part, as to any
exercisable rights shall not constitute a waiver of such rights.
(3) The purchase price for Shares shall be paid in cash or by certified or
official bank check.
(4) Upon receipt of the purchase price for the Shares to be purchased, and
upon receipt of any applicable withholding or other taxes pursuant to
paragraph (5) of this Section, the Company shall deliver a certificate
for such Shares to the Optionee or to the Optionee's guardian or legal
representative or to a transferee receiving such Option pursuant to a
QDRO, at the Company's principal business office and instruct the
Company's transfer agent to make an appropriate entry on the books of
such transfer agent.
(5) The Optionee acknowledges that the difference between the exercise
price of the Shares purchased under the Option and the fair market
value of the Shares on the date of exercise of the Option may be
deemed to constitute compensation to the Optionee subject to
withholding of tax. If the Company is required to withhold on account
of any present or future tax imposed as a result of such exercise, the
Company shall advise the Optionee of the amount of such withholding
obligation. Prior to issuance of a certificate for the Shares
purchased upon such exercise, the Optionee shall deliver cash
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<PAGE> 13
or a certified or official bank check to the order of the Company in
payment of such withholding obligation.
7. LIMITS ON TRANSFER OF OPTION
No Option may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant otherwise than pursuant to a
QDRO and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Subsidiary.
8. NO RIGHTS PRIOR TO ISSUANCE OF SHARES
Without prejudice to any adjustment made pursuant to Section 11, the holder
of the Option shall not have any rights to dividends nor any other rights
of a shareholder with respect to the Shares covered by the Option until the
Shares have been issued (as evidenced by the appropriate entry on the books
of the transfer agent of the Company and a share certificate in respect of
such Shares) following exercise of the Option prior to its termination.
9. RESTRICTIONS ON EXERCISE AND ON COMMON STOCK
(1) The Shares issued upon exercise of the Option shall be issued only to
Optionee or a person permitted to exercise the Option pursuant to
Section 6.
(2) The Shares covered by the Option are not registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and, if
required upon the request of the Company's legal counsel, the
Optionee will provide a representation as to investment intent with
respect to such Shares prior to issuance hereunder.
(3) Unless the Shares issued upon the exercise of this Option shall be
registered under the Securities Act, the certificate for the Shares
shall bear the following legend if required by the Company's legal
counsel:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES")
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE PUBLICLY OFFERED FOR SALE, SOLD OR
DELIVERED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM
AND THE SECURITIES WILL NOT BE TRANSFERRED UPON THE RECORDS OF
THE COMPANY IN THE ABSENCE OF AN OPINION OF THE COMPANY'S LEGAL
COUNSEL THAT SUCH SALE OR DELIVERY IS PERMITTED UNDER THE ACT AND
SUCH SECURITIES LAWS.
(4) In the event a registration statement covering the sale of Shares of
the Company is filed under the Securities Act, the Company shall have
the right to require the Optionee to delay any exercise of the Option
or any sale of Shares acquired upon exercise of this Option for a
period of up to ninety days after the effective date of such
registration statement if the underwriter of the Company's offering
determines that any such exercise or sale by the Optionee might have
an adverse effect on the marketing of such
5
<PAGE> 14
offering. If the term of this Option would expire during the period in
which the Optionee's rights to exercise the Option are suspended
hereunder, the term of this Option shall be extended by a period equal
to the number of days that the Optionee's exercise rights were
suspended and shall be subject to earlier termination or cancellation
as provided in this Agreement. Nothing herein shall be interpreted to
grant any registration rights to the Optionee.
10. NO RIGHT TO EMPLOYMENT
(1) This Agreement shall not be construed as giving the Optionee the
right to be employed or otherwise retained by the Company.
(2) This Agreement shall not affect the right of the Company to terminate
its relationship with the Optionee at any time. Subject to the rights
and entitlements of the Optionee in respect of the Option provided by
the Plan and this Agreement, such termination shall be free from any
liability or claim in respect of the Option under the Plan or this
Agreement.
(3) The Optionee shall have no rights in any Shares except to the extent
the Option is exercised prior to termination of the Option.
Termination of the Optionee's role as employee or other arrangement
shall not give rise to any claim for damages by the Optionee under
this Agreement, except to the extent that the Company fails to fulfil
the rights and entitlements of the Optionee under the Plan and this
Agreement, and shall be without prejudice to any rights or remedies
the Company may have against the Optionee.
11. ADJUSTMENT
(1) If the Company shall assume outstanding employee awards or the right
or obligation to make future employee awards in connection with the
acquisition of another business or another corporation or business
entity, the Committee may make such adjustments, not inconsistent with
the terms of the Plan, in the terms of the Option as it shall deem
appropriate in order to achieve reasonable comparability or other
equitable relationship between the assumed awards and the Option as so
adjusted.
(2) The Committee may make adjustments in the terms and conditions of, and
the criteria included in, the Option in recognition of unusual or
nonrecurring events affecting the Company, any Subsidiary, or the
financial statements of the Company or any Subsidiary that are not
described in paragraph (3) of this Section, or of changes in
applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Option.
(3) In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock, split, reverse stock,
split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of
the Company, issuance of warrants or other rights to purchase Shares
or other securities of the Company, or other similar corporate
transaction or event affects the
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<PAGE> 15
Shares such that an adjustment is determined by the Committee
necessary in order to prevent dilution or engagement of the benefits
or potential benefits intended to be made available under the Plan,
then the Committee shall in such manner as it deems equitable make
appropriate adjustments in any or all of (i) the number and type of
Shares subject to the Option and (ii) the grant or exercise price
with respect to the Option or, if appropriate, make provision for a
cash payment to the Optionee; provided, that the number of Shares
subject to the Option shall always be a whole number.
12. CHANGE IN CONTROL
In the event of the occurrence of any Change in Control:
(a) one-half of any portion of the Option not yet exercisable shall
immediately become exercisable upon such occurrence and the remaining
one-half of such portion of the Option shall be exercisable in
accordance with this Agreement; and
(b) any portion of the Option which is otherwise exercisable on the date
of such occurrence may continue to be exercisable in accordance with
this Agreement.
13. AMENDMENTS
(1) Except to the extent prohibited by applicable law, the Board of
Directors of the Company may amend, alter, suspend, discontinue, or
terminate the Plan without the consent of any shareholder, the
Optionee, other holder of the Option, or other Person; provided that
any such amendment, alteration, suspension, discontinuation or
termination that would impair the rights of the Optionee, or any
other holder of the Option, shall not to that extent be effective
without the consent of the Optionee, holder and provided further,
that notwithstanding any other provision of the Plan or this
Agreement, without the approval of the shareholders of the Company no
such amendment, alteration, suspension, discontinuation or
termination shall be made that would:
(a) increase the total number of Shares available for Awards (as
defined in the Plan), except as provided in Section 4 of the
Plan; or
(b) otherwise cause the Plan to cease to comply with any applicable
law or regulatory requirement, including for these purposes any
approval or other requirement which is a prerequisite for
exemptive relief from Section 16(b) of the Exchange Act.
(2) Except to the extent prohibited by applicable law, the Committee may
waive any conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate the Option prospectively or
retroactively, without the consent of the Optionee or any other
holder of the Option; provided that, subject to the Committee's
rights of adjustment under Section 11 of this Agreement, any such
waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would impair the rights of the
Optionee, or any other holder of the Option shall not to that extent
be effective without the consent of the Optionee or holder.
(3) The Committee may at any time amend the terms of the Plan, the Option
and/or these conditions in order to prevent such terms from being
illegal under the laws of the State of New York or the laws of any
other applicable jurisdiction; provided that in making such
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<PAGE> 16
amendment, the Company shall endeavor, so far as is reasonably
possible, to make such amendment in a way that avoids the dilution of
the benefits of the Optionee, or otherwise impairs the rights of the
Optionee, under these conditions or the Plan and, if such benefits
will be diluted or such rights impaired, the Company shall, so far as
is reasonably possible, endeavor to provide, in whatever way it
reasonably can, such benefits and/or rights in an alternative,
comparable form that is legal under the laws of the State of New York
and the laws of any other applicable jurisdiction.
14. NOTICES
(1) Each notice relating to this Agreement shall be in writing and
delivered in person or by certified or registered mail to the proper
address.
(2) Each notice to the Company shall be addressed to it at its registered
office, attention: the Secretary, with a copy to the Chief Financial
Officer of the Company. Each notice to the Optionee (or other person
or persons then entitled to exercise the Option) shall be addressed to
Optionee (or such other person or persons) at the Optionee's most
recent address on the books of the Company. Anyone to whom a notice
may be given under these conditions may designate a new address by
notice to that effect.
(3) Each notice shall be deemed to have been given on the day it is
received.
15. BENEFITS OF AGREEMENT
(1) This Agreement shall inure to the benefit of the Optionee and the
Optionee's personal representative or heirs at law in respect of the
Option as granted hereunder.
(2) In the event of any conflict between the provisions of the Plan and
this Agreement, the provisions of the Plan shall prevail.
16. GENERAL
This Agreement may be executed in any number of counterparts, all of which,
taken together, shall constitute one and the same agreement, and any party
may enter into this Agreement by executing a counterpart.
17. INTERPRETATION AND CONSTRUCTION
The good faith interpretation and construction by the Board of Directors or
by the Committee of any provision of these conditions shall be final and
conclusive and binding on the parties hereto.
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<PAGE> 17
18. GOVERNING LAW
These conditions shall be construed in accordance with and governed by the
laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereof.
SITESPECIFIC, INC.
By:
----------------------
Name:
Title:
- ------------------------
Optionee
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EXHIBIT 5.1
November 24, 1997
CKS Group, Inc.
10441 Bandley Drive
Cupertino, California 95014
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to CKS Group, Inc., a Delaware corporation (the
"Company" or "you") and have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission on or about November 25, 1997 in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act") of
18,884 shares of the Company's Common Stock (the "Shares"), reserved for
issuance under the SiteSpecific, Inc. 1996 Stock Option Plan (the "Plan"). As
your local counsel, we have examined the Restated Certificate of Incorporation
and Bylaws of the Company, the Plan and such other documents of the Company as
we have deemed necessary or appropriate for the purposes of the opinion
expressed herein, and are familiar with the proceedings proposed to be taken by
you in connection with the operation and administration of the Plan and the sale
and issuance of the Shares pursuant to the Plan.
In our opinion, the Shares, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
-9-
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT ACCOUNTANTS
The Board of Directors
CKS Group, Inc.:
We consent to the incorporation herein by reference of our report dated
June 17, 1997, relating to the consolidated balance sheets of CKS Group, Inc.
and subsidiaries as of November 30, 1995 and 1996, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended November 30, 1996, which report appears in the
Form 8-K/A of CKS Group, Inc. dated June 25, 1997. We also consent to the
incorporation herein by reference of our report dated June 6, 1996, relating to
the balance sheets of Schell/Mullaney, Inc. as of December 31, 1994 and 1995,
and the related statements of operations and retained earnings, and cash flows
for each of the years in the three-year period ended December 31, 1995 which
report appears in the Form 8-K/A of CKS Group, Inc. dated August 1, 1996.
/s/ KPMG PEAT MARWICK LLP
San Jose, California
November 21, 1997
-11-
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ROBBINS, SPIELMAN, KOENIGSBERG &
PARKER LLP, INDEPENDENT AUDITORS
The Board of Directors of
CKS Group, Inc.:
We consent to the incorporation by reference herein of our report dated
November 4, 1996, except as to Note 9 which is as of December 30, 1996, with
respect to the balance sheets of Donovan & Green, Inc. as of December 31, 1994
and 1995, and the related statements of operations and retained earnings and
cash flows for the years then ended, which report appears in the report on Form
8-K of CKS Group, Inc., dated January 3, 1997.
/s/ ROBBINS SPIELMAN KOENIGSBERG & PARKER, LLP
New York, New York
November 20, 1997
-12-
<PAGE> 1
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors of
CKS Group, Inc.
We consent to the incorporation by reference herein of our report dated
January 31, 1997, with respect to the financial statements of McKinney & Silver
(a Partnership) included in the report on Form 8-K/A of CKS Group, Inc., dated
January 31, 1997, as amended March 5, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Raleigh, North Carolina
November 24, 1997
-13-
