<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MAY & SPEH, INC.
(Exact name of registrant as specified in its charter)
--------------------
DELAWARE 36-2992650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1501 OPUS PLACE
DOWNERS GROVE, ILLINOIS 60515
(Address of principal executive offices) (Zip Code)
MAY & SPEH, INC. 1994 EXECUTIVE STOCK OPTION PLAN
MAY & SPEH, INC. 1995 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
--------------------
ROBERT C. EARLY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
MAY & SPEH, INC.
1501 OPUS PLACE
DOWNERS GROVE, ILLINOIS 60515
(Name and address of agent for service)
(630)964-1501
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
ROBERT A. MCWILLIAMS
FREEBORN & PETERS
311 SOUTH WACKER DRIVE, SUITE 3000
CHICAGO, ILLINOIS 60606
(312)360-6000
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value).. 2,726,000 $19.75 $53,838,500 $18,565
====================================================================================================================
</TABLE>
(1) Consists of 1,398,000 shares reserved for issuance under the May & Speh,
Inc. 1994 Executive Stock Option Plan and 1,328,000 shares reserved for
issuance under the May & Speh, Inc. 1995 Key Employee Stock Option Plan.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee and based upon the
average of the high and low prices of the Common Stock as reported by The
Nasdaq Stock Market on October 4, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by May & Speh, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated in and
made a part of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded or replaced by
a statement or information contained in any subsequently filed document
incorporated herein by reference:
(a) The Company's Prospectus dated March 26, 1996 filed with the
Commission pursuant to Rule 424(b) and included in the Company's
Registration Statement on Form S-1 (File No. 33-98302), as amended (the
"Form S-1").
(b) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Form S-1.
(c) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(d) The Company's Current Report on Form 8-K dated July 18, 1996, as
amended.
(e) All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated herein by reference and shall be a
part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Freeborn & Peters has acted as counsel for the Company in connection
with this Registration Statement and has rendered its opinion in connection
therewith. Attorneys employed by this law firm beneficially own approximately
130,000 shares of Common Stock and options to acquire an additional 21,600
shares of Common Stock. Peter I. Mason, a director of the Company, is a partner
of Freeborn & Peters.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Registrant's Certificate of Incorporation ("Article
Nine") is consistent with Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which generally permits a company to include a provision
limiting the personal liability of a director in the company's certificate of
incorporation. With limitations, Article Nine eliminates the personal liability
of the Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director. However, Article Nine does
not eliminate director liability (i) for breaches of the duty of loyalty to the
Registrant and its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
transactions from which a director derives improper personal benefit and (iv)
under Section 174 of the DGCL ("Section 174"). Section 174 makes directors
personally liable for unlawful dividends and stock repurchases or redemptions
and expressly sets forth a negligence standard with respect to such liability.
Article Nine provides further that a director shall not be personally liable to
the Registrant or its stockholders to such further extent as permitted by any
law subsequently enacted, including any subsequent amendment to the DGCL. While
Article Nine protects the directors from awards for monetary damages for
breaches of their duty of care, it does not eliminate their duty of care.
With certain limitations, Article Eight of the Registrant's By-Laws
("Article Eight") provides for indemnification of any of the Registrant's past,
present and future officers and directors against liabilities and reasonable
expenses incurred in any criminal or civil action by reason of such person's
being or having been an officer or director of the Registrant or of any other
corporation which such person serves as such at the request of the Registrant.
Indemnification under Article Eight is limited to officers and directors who
have acted in good faith and in a manner they reasonably believed to be in the
best interests of the Registrant. Any questions regarding whether the officer
or director has met the required standards of conduct are to be answered by (i)
a majority of disinterested directors, (ii) a written opinion of a reputable
disinterested legal counsel selected by the Board or (iii) the stockholders.
Indemnification rights under Article Eight are non-exclusive. In the event of
an officer's or director's death, such person's indemnification rights shall
extend to his or her heirs and legal representatives. Rights under Article
Eight are separable, and if any part of that section is determined to be invalid
for any reason, all other parts remain in effect.
Under Section 145 of the DGCL, directors and officers, as well as other
employees and individuals, may be indemnified against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the
corporation--a "derivative action") if they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such an action, and the DGCL
requires court approval before there
II-2
<PAGE>
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. Article Ten of the Registrant's Certificate of
Incorporation ("Article Ten") provides that the Registrant shall indemnify its
directors and officers (and, in the discretion of the Board, employees of the
Registrant or persons serving at the request of the Registrant in any other
capacity for or on behalf of the Registrant) to the full extent permitted by law
against any liability or expense actually and reasonably incurred. Article Ten
provides further that the Registrant shall advance expenses incurred by an
officer or director in defending a civil or criminal action, suit or proceeding
upon receipt of an undertaking by or on behalf of such officer or director to
repay such amount if it shall ultimately be determined that such officer or
director is not entitled to be indemnified.
With the approval of the Registrant's stockholders, the Registrant has
entered into Directorship Agreements with its directors. These Directorship
Agreements provide that the directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines, amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as
directors of the Registrant or of any subsidiary of the Registrant or of any
other company or enterprise in which they are serving at the request of the
Registrant. No indemnity will be provided to any director under these
agreements on account of liability for any breach of the director's duty of
loyalty to the Registrant, such subsidiaries, stockholders or enterprises, any
act or omission not in good faith or which involved intentional misconduct or a
knowing violation of laws, or any transaction from which the director derived an
improper personal benefit. In addition, no indemnification will be provided for
which payment is made to or on behalf of the director under any insurance
policy, except with respect to any excess amount to which the director is
entitled under the Directorship Agreement beyond the amount of payment under
such insurance policy, if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable statute
or public policy, or in connection with any proceeding initiated by the
director, or any proceeding by the director against the Registrant or its
directors, officers, employees or other persons entitled to be indemnified by
the Registrant, unless (i) the Registrant is expressly required by law to make
the indemnification, (ii) the proceeding was authorized by the Board of
Directors of the Registrant or (iii) the director initiated the proceeding
pursuant to the Directorship Agreement and the director is successful in whole
or in part in the proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Form S-1)
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Form S-1)
II-3
<PAGE>
4.3 Specimen Certificate for Common Stock (incorporated by reference to
Exhibit 4.1 to the Form S-1)
4.4 May & Speh, Inc. 1994 Executive Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Form S-1)
4.5 Form of Stock Option Agreement under the May & Speh, Inc. 1994
Executive Stock Option Plan (incorporated by reference to Exhibit 10.2
to the Form S-1)
4.6 May & Speh, Inc. 1995 Key Employee Stock Option Plan, as amended
4.7 Form of Stock Option Agreement under the May & Speh, Inc. 1995 Key
Employee Stock Option Plan
5 Opinion of Freeborn & Peters
23.1 Consent of Freeborn & Peters (contained in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (contained on signature page)
ITEM 9. UNDERTAKINGS
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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate
II-4
<PAGE>
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 the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (1)(i) and (1)(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 the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act
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 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 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 and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
The Registrant. 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 Downers Grove, State of Illinois, on this 7th
day of October, 1996.
May & Speh, Inc.
By: /s/ Lawrence J. Speh
-------------------------------------
Lawrence J. Speh
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Robert C. Early and Willard E. Engel, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his 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, 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, as fully to all intents
and purposes as he 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 below on October 7, 1996.
SIGNATURE TITLE
--------- -----
/s/ Albert J. Speh, Jr. Chairman of the Board of Directors
- -----------------------------------
Albert J. Speh, Jr.
/s/ Lawrence J. Speh President, Chief Executive Officer
- ----------------------------------- and Director (principal executive
Lawrence J. Speh officer)
II-6
<PAGE>
/s/ Robert C. Early Executive Vice President, Chief
- --------------------------------- Financial Officer, Treasurer and
Robert C. Early Director (principal financial officer)
/s/ Willard E. Engel, Jr. Vice President and Chief Accounting
- ---------------------------------- Officer (principal accounting officer)
Willard E. Engel, Jr
/s/ Peter I. Mason Director
- ----------------------------------
Peter I. Mason
/s/ Deborah A. Bricker Director
- ----------------------------------
Deborah A. Bricker
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ ------- ------------
<C> <S> <C>
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Form S-1)
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2
to the Form S-1)
4.3 Specimen Certificate for Common Stock (incorporated by reference
to Exhibit 4.1 to the Form S-1)
4.4 May & Speh, Inc. 1994 Executive Stock Option Plan (incorporated
by reference to Exhibit 10.1 to the Form S-1)
4.5 Form of Stock Option Agreement under the May & Speh, Inc. 1994
Executive Stock Option Plan (incorporated by reference to Exhibit
10.2 to the Form S-1)
4.6 May & Speh, Inc. 1995 Key Employee Stock Option Plan, as amended
4.7 Form of Stock Option Agreement under the May & Speh, Inc. 1995
Key Employee Stock Option Plan
5 Opinion of Freeborn & Peters
23.1 Consent of Freeborn & Peters (contained in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (contained on signature page)
</TABLE>
<PAGE>
EXHIBIT 4.6
1995 KEY EMPLOYEE
STOCK OPTION PLAN OF
MAY & SPEH, INC.
(As amended and restated August 8, 1996)
1. Introduction and Purpose. The purpose of this Stock Option Plan (the
"Plan") is to advance the interests of May & Speh, Inc. (the "Corporation") by
encouraging and enabling the acquisition of a larger personal proprietary
interest in the Corporation by Eligible Employees upon whose judgment and keen
interest the Corporation and its Subsidiaries are largely dependent for the
successful conduct of their service and operations. It is anticipated that the
acquisition of such proprietary interest in the Corporation will stimulate the
efforts of such Eligible Employees, on behalf of the Corporation and its
Subsidiaries, and strengthen their desire to remain with the Corporation and its
Subsidiaries. It is also expected that the opportunity to acquire such a
proprietary interest will enable the Corporation and its Subsidiaries to attract
desirable personnel.
2. Definitions. When used in this Plan, unless the context otherwise
requires:
a. "Board of Directors" or "Board" shall mean the Board of Directors
of May & Speh, Inc. as constituted at any time.
b. "Change in Control" shall mean the date on which any person or
entity, or persons or entities acting in concert, shall acquire the
beneficial ownership, as defined by the Board of Directors in its sole
discretion, of fifty-one percent (51%) or more of the Corporation's Shares
then outstanding within a period of six (6) months.
c. "Committee" shall mean the committee described in Section 3
hereof appointed by the Board to administer this Plan.
d. "Common Stock" means the common stock of the Corporation, par
value of $.01 per share, including both treasury shares and authorized but
unissued shares, or any security of the Corporation issued in substitution,
exchange or in lieu thereof.
c. "Corporation" shall mean May & Speh, Inc.
d. "Eligible Employees" shall have the meaning assigned in Section 4
of this Plan.
e. "Fair Market Value" on a specified date shall mean (i) the
average of the bid and asked closing prices at which one Share is traded on
the over-the-counter market, as reported on the National Association of
Securities Dealers Automated Quotation System, but if no Shares were traded
on such date, then on the last previous date on which
<PAGE>
a Share was so traded, or (ii) if (i) above is not applicable, the closing
price for a Share on the stock exchange, if any, on which Shares are
primarily traded, but if no Shares were traded on such date, then on the
last previous date on which a Share was so traded, or (iii) if none of the
above is applicable, the value of a Share as established by the Committee
for such date using any reasonable method of valuation.
h. "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended, or any successor thereto.
i. "Issue Date" shall mean the date designated by the Committee for
measuring the vesting of an Eligible Employee's Options under Section 5
hereof. Unless otherwise designated by the Committee, the Issue Date of an
Option shall be the date that the Option is awarded to the Eligible
Employee by the Committee.
j. "Options" shall mean the stock options issued pursuant to this
Plan.
k. "Plan" shall mean the 1995 Key Employee Stock Option Plan of May
& Speh, Inc., as amended from time to time.
l. "Plan Year" means the calendar year.
m. "Securities Exchange Act of 1934" shall mean the Securities
Exchange Act of 1934, as amended from time to time, or any successor
thereto.
n. "Share" shall mean a share of Common Stock of the Corporation.
o. "Subsidiary" shall mean any "subsidiary corporation," as such
term is defined in Section 424(f) of the Internal Revenue Code.
p. "Voting Power" means the voting power of all securities of the
Corporation then outstanding, generally entitled to vote for the election
of directors of the Corporation.
3. Administration of the Plan.
a. The Committee shall be appointed by the Board of Directors and
shall consist of either the entire Board or a committee designated by the
Board for purposes of administering the Plan. The Committee shall award
Options under the Plan and shall have the authority to administer the Plan
as provided herein and, in exercising this authority, shall establish such
rules and procedures as are necessary or advisable to administer the Plan.
2
<PAGE>
b. Each member of the Committee shall hold office until the next
regular annual meeting of the Board of Directors following his or her
designation and until his or her successor is designated as a member of the
Committee. Any vacancy in the Committee may be filled by a resolution
adopted by a majority of the Board of Directors. Any member of the
Committee may be removed at any time, with or without cause, by resolution
adopted by a majority of the Board of Directors. A member of the Committee
may resign from the Committee at any time by giving written notice to the
President, Secretary or Assistant Secretary of the Corporation in person or
by certified or registered mail, return receipt requested, sent to 1501
Opus Place, Downers Grove, Illinois 60515, and, unless otherwise specified
therein, such resignation shall take effect upon receipt of such written
notice. The acceptance of such resignation by the President, Secretary or
Assistant Secretary of the Corporation shall not be necessary for such
resignation to be made effective.
4. Participants. Except as hereinafter provided, the class of
individuals who are potential recipients of Options to be granted under this
Plan ("Eligible Employees") consists of those individuals who, in the sole
discretion of the Committee, are the key employees of the Corporation or any of
its Subsidiaries who (i) contribute materially to the success of the Corporation
or its Subsidiaries and (ii) are not subject to the reporting requirements of
Section 16 of the Securities Exchange Act of 1934 and the rules promulgated
thereunder on the date that the Option is awarded under this Plan, provided,
however, that Options may be granted to an independent contractor who, at the
time of such grant, is not an employee of the Corporation or its Subsidiary
(such persons are included in the definition of "Eligible Employees"). The
Eligible Employees to whom Options are granted under this Plan and the number of
Shares subject to each such Option shall be determined by the Committee in its
sole discretion, in accordance with the terms and conditions of this Plan.
5. Grant and Vesting of Options. The Committee may, but shall not be
required to, grant in accordance with this Plan, Options to purchase an
aggregate of up to 2,000,000 Shares of Common Stock, which may be either
treasury shares or authorized but unissued Shares.
a. Options awarded pursuant to this Plan shall vest and become
exercisable in equal annual installments over a five-year period commencing
one year after the Issue Date of such Option; provided, however, that the
Committee may in its discretion specify a shorter or longer vesting period
in any particular case.
b. Options granted under this Plan may be either non-qualified stock
options or incentive stock options, within the meaning of Section 422 of
the Internal Revenue Code. An Option granted under this Plan shall be
deemed to be a non-qualified stock option unless the Committee, in its sole
discretion, designates otherwise. Options which are designated not to be
incentive stock options shall not be treated as such for purposes of this
Plan and the Internal Revenue Code.
3
<PAGE>
c. Nothing contained herein shall be construed to prohibit the grant
of Options at different times to the same Eligible Employee, provided,
however, that in no event shall an Eligible Employee be granted an Option
to purchase more than 500,000 Shares in any fiscal year of the Corporation.
d. The terms of any Option granted to an Eligible Employee shall,
subject to the terms and provisions of this Plan, be conclusively
determined by the Committee, in its sole discretion. The terms and
provisions of the Option shall be set forth in writing in a certificate or
agreement (the "Option Certificate") signed by the Option holder and on
behalf of the Corporation by the President, any Vice President or the
Treasurer of the Corporation. The Option Certificate shall state whether or
not the Option is an incentive stock option or a non-qualified stock
option. At the time an Option is granted, the Committee may, in its sole
discretion, establish one or more conditions to the exercise of such
Option, provided that if such Option is designated as an incentive stock
option, then such condition or conditions shall not be inconsistent with
Section 422 of the Internal Revenue Code.
6. Price. The exercise price per Share of the Shares to be purchased
pursuant to any Option shall be fixed by the Committee at the time an Option is
granted and may be equal to or greater than (but not less than) the Fair Market
Value of the Common Stock on the date such Option is granted; provided, however,
if the Option is an incentive stock option, in no event shall the price be less
than one hundred ten percent (110%) of the Fair Market Value of a Share if the
employee is a greater than ten percent (10%) shareholder within the meaning of
Section 422(b)(6) of the Internal Revenue Code.
7. Duration of Options. The duration of any Option granted under this
Plan shall be for a period fixed by the Committee, in its sole discretion, but
not more than ten (10) years from the date upon which the Option is granted
(five (5) years if the option is an incentive stock option and the employee is a
greater than ten percent (10%) shareholder within the meaning of Section
422(b)(6) of the Internal Revenue Code).
8. Limitations Regarding Ten Percent Stockholders. No Option which is
intended to qualify as an incentive stock option may be granted under this Plan
to any Eligible Employee who, at the time the Option is granted, owns, or is
considered to own, within the meaning of Section 422 of the Internal Revenue
Code, Shares possessing more than ten percent (10%) of the total combined voting
power or value of all classes of stock of the Corporation or its Subsidiaries,
unless (i) the exercise price under such Option is at least one hundred ten
percent (110%) of the Fair Market Value of a Share on the date such Option is
granted and (ii) the duration of such Option is no more than five (5) years.
9. Option Holder Not a Stockholder. An Option holder shall not be deemed
to be the holder of, or to have any of the rights of a stockholder with respect
to, any Shares subject to such Option, unless and until (i) the Option shall
have been exercised pursuant to the terms thereof, (ii)
4
<PAGE>
the Corporation shall have issued and delivered Shares to the Option holder, and
(iii) said holder's name shall have been entered as a stockholder of record on
the books of the Corporation. Thereupon, said holder shall have full voting,
dividend and other ownership rights with respect to such Shares.
10. Non-Transferability of Options. Options and all rights thereunder
shall be non-transferable and non-assignable by the holder thereof, except to
the extent that the representative of the estate or the heirs of a deceased
Option holder may be permitted to exercise such Options and rights thereunder
and, during the holder's lifetime, shall be exercisable only by the holder or
his or her legal representative.
11. Exercise of Options.
a. Except as otherwise provided herein, an Option, after the grant
and vesting thereof in accordance with Section 5 of this Plan, shall be
exercisable by the holder of such Option at such rate and times as may be
fixed by the Committee at the time the Option is granted; provided,
however, no Option may be exercised in part or in full, prior to the
approval of the Plan by a majority vote of the shareholders of the
Corporation, as provided in Section 20 herein.
b. Notwithstanding any other provision of this Plan, any Option
granted under the Plan which is an incentive stock option shall not be
exercisable to the extent that the Fair Market Value of the Shares
(determined as of the date of grant), with respect to which such Option
(and any other incentive stock option granted to the holder under this Plan
or any other stock option plan maintained by the Corporation or any
Subsidiary) first becomes exercisable in any calendar year, exceeds
$100,000.
c. All or any part of any remaining unexercised Options granted to
any Eligible Employee may be exercised in full, after approval of the Plan
by the stockholders of the Corporation as provided in Section 20 herein,
whether or not then vested and exercisable, upon a Change in Control or
upon the occurrence of such special circumstance or event which, in the
sole discretion of the Committee, merits special consideration.
d. An Option shall be exercised by the delivery of a written notice
duly signed by the Option holder (or the representative of the estate or
the heirs of a deceased Option holder), together with the Option
Certificate and either (i) cash, (ii) a certified check payable to the
order of the Corporation, (iii) Shares duly endorsed over to the
Corporation (which Shares shall be valued at their Fair Market Value as of
the date preceding the day of such exercise) or (iv) any combination of
such methods of payment which together amount to the full exercise price of
the Shares purchased pursuant to the exercise of the Option. Such payment
shall be delivered to the Treasurer, Secretary or Assistant Secretary of
the Corporation who has been designated for the purpose of receiving the
same.
5
<PAGE>
e. No Option may be granted or exercised pursuant to the provisions
herein when such Option, or the granting or exercise thereof, may result in
the violation of any law or governmental order or regulation.
f. Within a reasonable time after the exercise of an Option, the
Corporation shall cause to be delivered to the person entitled thereto a
certificate for the Shares purchased pursuant to the exercise of the
Option. If the Option shall have been exercised with respect to less than
all of the Shares subject to the Option, the Corporation shall (i) cause to
be delivered to the person entitled thereto a new Option Certificate in
replacement of the Option Certificate surrendered at the time of the
exercise of the Option, indicating the number of Shares with respect to
which the Option remains available for exercise or (ii) endorse the
original Option Certificate to give effect to the partial exercise thereof.
g. No incentive stock option issued herein shall be exercised by an
Eligible Employee until such employee has been in the employ of the
Corporation for a period of at least three (3) months following the date
such Option is granted.
12. Disposition of Shares. If the Option is an incentive stock option, no
Shares acquired pursuant to the exercise of an Option granted herein may be
sold, exchanged, gifted or otherwise disposed of within two (2) years of the
date such Option was granted or one (1) year of the date such Option was
exercised, whichever is later.
13. Fractional Shares. The Corporation shall not be required to issue
fractional Shares pursuant to this Plan and, accordingly, Eligible Employees may
be required to accumulate vested Options, or portions thereof, until they can
purchase a whole Share or Shares.
14. Exchange of Options for Cash. The Committee may, from time to time, in
its sole discretion, grant cash to an Eligible Employee, upon his or her written
request, in exchange for any Option granted herein which is vested but has not
been exercised by such employee. The amount of cash to be granted shall be
conclusively determined by the Board, in its sole discretion, as equal to the
difference between (i) the Fair Market Value of a Share on the date such written
request is received and (ii) the exercise price of the Option. Such written
request shall be considered received when personally delivered to the Secretary
or Assistant Secretary of the Corporation or upon the receipt of a letter sent
by certified or registered mail, return receipt requested, to 1501 Opus Place,
Downers Grove, Illinois 60515, or three (3) days after such letter is sent,
whichever is earlier. Upon the Committee's grant of cash, as provided herein,
such Option or Options exchanged shall be immediately terminated. This paragraph
14 shall not be interpreted as creating any affirmative obligation on the
Committee, Corporation or its Subsidiary to purchase any such Options of an
Eligible Employee, which decision shall rest in the sole discretion of the
Committee.
6
<PAGE>
15. Termination of Services.
a. All or any part of any Option, to the extent unexercised, shall
terminate immediately if the Option holder ceases to be an employee of the
Corporation or its Subsidiary, or (if applicable) ceases to be an
independent contractor awarded an Option pursuant to Section 4 herein;
except that, unless otherwise provided by the Committee, the Option holder
shall have until the end of the thirtieth (30th) day following the date he
or she ceases to be an employee or independent contractor of the
Corporation or its Subsidiary to exercise any unexercised vested Option
rights that he or she could have exercised immediately prior to such
cessation; provided, however, that such exercise must be accomplished prior
to the expiration of the term of such Option. All unvested Options shall
immediately lapse if the Option holder ceases to be an employee of the
Corporation or any of its Subsidiaries or an independent contractor who is
awarded an Option pursuant to Section 4 herein. Notwithstanding the
foregoing, if an individual ceases to be an employee or independent
contractor of the Corporation or its Subsidiary due to (i) retirement on or
after attaining the age of sixty-five (65) years (or such earlier date as
such person shall be permitted under the Corporation's retirement plan),
(ii) disability (as such term is defined in Section 422(c)(6) of the
Internal Revenue Code, the existence of which shall be conclusively
determined by the Committee in its sole discretion), or (iii) death, then
the Option holder, or the representative of the estate or the heirs of a
deceased Option holder, shall have the privilege of exercising the Options
which are unexercised at the time of such retirement, disability or death;
but only to the extent that such Options, which are then vested, are
exercised (i) within three (3) months of the Option holder's retirement,
(ii) within one (1) year of the Option holder's disability, or (iii) within
one (1) year of the Option holder's death, as the case may be; provided,
however, that such exercise must be accomplished prior to the expiration of
the term of such Option. If an Option holder ceases to be an employee or
independent contractor of the Corporation or its Subsidiary because of the
Option holder's violation of his or her duties to the Corporation and its
Subsidiaries, the existence of such violation to be conclusively determined
by the Committee in its sole discretion, all unexercised Options of such
Option holder shall immediately terminate and such Option holder shall have
no right to exercise any unexercised Option he or she might have exercised
prior to the date he or she ceased to be an employee or independent
contractor of the Corporation or its Subsidiary.
b. Nothing contained herein or in the Option Certificate shall be
construed to confer on any Eligible Employee any right to continue in the
employ of the Corporation or its Subsidiaries or derogate from any right of
the Corporation or its Subsidiaries to request, in its sole discretion, the
retirement, resignation or discharge of such Eligible Employee, at any
time, with or without cause.
7
<PAGE>
16. Adjustment of Shares.
a. If, prior to the complete exercise of any Option, there shall be
declared and paid a stock dividend upon the Common Stock of the Corporation
or if the Common Stock of the Corporation shall be split, converted,
exchanged, reclassified or in any way substituted, the Option, to the
extent that it has not been exercised, shall entitle the holder thereof,
upon the future exercise of the Option, to such number and kind of
securities, cash or other property, subject to the terms of the Option, to
which he or she would have been entitled had he or she actually owned the
Shares subject to the unexercised portion of the Option at the time of the
occurrence of such stock dividend, split, conversion, exchange,
reclassification or substitution; and the aggregate exercise price upon the
future exercise of the Option shall be the same as if the originally
optioned Shares were being purchased thereunder. If, prior to the complete
exercise of any Option, there shall be a spin-off transaction pursuant to
the reorganization of the Corporation, the Option, to the extent that it
has not been exercised, shall be adjusted by adjusting the exercise price
of the Option and adjusting the number of Shares subject thereto, in order
to reflect the decrease, if any, in the fair market value of the Shares
resulting from the spin-off transaction; in any such case, the Option as
adjusted, shall entitle the holder thereof, upon the future exercise of the
Option, to the number of Shares which have a fair market value, immediately
after the occurrence of the spin-off transaction, equal to the fair market
value of the Shares subject to the Option on the day before the occurrence
of such spin-off transaction, and the aggregate exercise price upon the
future exercise of the Option shall be the same as the aggregate exercise
price of the Shares subject to the Option on the day before the occurrence
of such spin-off transaction. Any fractional Shares or other securities
payable upon the exercise of the Option, as a result of such adjustment due
to the occurrence of such stock dividend, stock split, conversion,
exchange, reclassification, substitution or spin-off transaction, shall be
payable in cash based upon the Fair Market Value of such Shares or
securities at the time of such exercise. If any such event should occur,
the number of Shares, with respect to which Options remain to be issued or
with respect to which Options may be reissued, shall be adjusted in a
similar manner.
b. Except as otherwise provided in Section 11.c hereof, upon the
dissolution or liquidation of the Corporation, or upon a reorganization,
merger or consolidation in which the Corporation is not the surviving
corporation or entity, or in which the Corporation becomes a subsidiary of
another corporation, or upon the sale of substantially all of the property
of the Corporation to another corporation, both the Plan and the Options
issued thereunder shall terminate, unless a provision is made in connection
with such transaction for (i) the assumption of Options theretofore granted
or (ii) the substitution for such Option with options of the successor
employer corporation or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and the per share exercise
prices.
8
<PAGE>
17. Issuance of Shares and Compliance with Securities Laws. Before issuing
and delivering any Shares to an Option holder, the Corporation may: (i) require
the holder to give satisfactory assurances that the Shares are being purchased
for investment and not with a view to resale or distribution, and will not be
transferred in violation of applicable federal and state securities laws, rules
and regulations, including but not limited to the Securities and Exchange
Commission Rule 144, (ii) restrict the transferability of such Shares and
require a legend to be endorsed on the certificates representing the Shares, as
appropriate to reflect resale restrictions, if any, imposed by the Committee
pursuant to the Option when granted, or as appropriate to comply with any
applicable state or federal securities laws, rules or regulations, and (iii)
condition the exercise of an Option or the issuance and delivery of Shares upon
the listing, registration or qualification of the Shares covered by such Option
upon a securities exchange or under applicable securities laws.
18. Income Tax Withholding. If the Corporation or its Subsidiary shall be
required to withhold any amounts by reason of federal, state or local tax laws,
rules or regulations, in respect of the issuance of Shares pursuant to the
exercise of an Option, the Corporation or such Subsidiary shall be entitled to
deduct and withhold such amounts from any cash payments to be made to the Option
holder. In any event, the holder shall promptly make available to the
Corporation or such Subsidiary, when requested by the Corporation or such
Subsidiary, sufficient funds to meet the requirements of such withholding, and
the Corporation or such Subsidiary shall be entitled to take and authorize such
steps as it may deem advisable in order to have such funds made available to the
Corporation or such Subsidiary from any funds or property due or to become due
to the holder.
19. Administration and Amendment of the Plan.
a. Except as hereinafter provided, the Board of Directors and the
Committee may, at any time, withdraw or, from time to time, amend the Plan as it
relates to the terms and conditions of any Options not theretofore granted. The
Board of Directors and the Committee, with the consent of each affected Option
holder may, at any time, withdraw or cancel any outstanding Option or, from time
to time, amend the Plan as it relates to the terms and conditions of any
outstanding Option. Notwithstanding the foregoing, any amendment which would
cause any Option that is intended to qualify as an incentive stock option to
fail to qualify must be adopted by the Board of Directors and shall be
contingent upon the approval of the stockholders of the Corporation within one
(l) year of such amendment.
b. Determinations of the Committee as to any question which may
arise with respect to the interpretation of the provisions of the Plan and
Options shall be final. The Committee may authorize and establish such rules,
regulations and revisions thereof, not inconsistent with the provisions of the
Plan, as it may deem advisable to make the Plan and Options effective or provide
for their administration and may take such other action with regard to the Plan
and Options as it shall deem desirable to effectuate their purpose.
9
<PAGE>
20. Effective Date of the Plan.
a. This Plan has been adopted and approved by the Board of
Directors, and shall be effective as of February 1, 1996; provided, that no
options may be granted under the Plan that are designated by the Committee as
incentive stock options pursuant to Section 5 hereof prior to (i) the effective
date of a registration statement on Form S-1 filed with the Securities and
Exchange Commission by the Corporation pursuant to the Securities Act of 1933,
as amended, and (ii) the approval by the affirmative vote of the holders of a
majority of the outstanding Shares of the Corporation's voting stock, either in
person, by proxy or by consent, within 12 months following the adoption of the
Plan by the Board of Directors. In the event that this Plan is not approved by
the stockholders of the Corporation as aforesaid, options designated as
incentive stock options hereunder shall be void and of no force or effect.
b. The Plan shall remain in full force and effect until the close of
business on October 25, 2005, at which time the right to grant Options under the
Plan shall automatically terminate, unless the stockholders of the Corporation
approve an extension or renewal of the Plan for such new or additional term
agreed upon by the stockholders. Any options granted before the termination of
the right to grant options under the Plan shall continue to be governed
thereafter by the terms of the Plan.
21. Severability. If any provision herein shall be held unlawful or
otherwise invalid or unenforceable in whole or in part, such unlawfulness,
invalidity or unenforceability shall not affect any other provision of the Plan
or part thereof, each of which shall remain in full force and effect. If the
making of any payment required under the Plan shall be held unlawful or
otherwise invalid or unenforceable, such unlawfulness, invalidity or
unenforceability shall not prevent any other payment from being made under the
Plan, and if the making of any payment in full, as required under the Plan,
would be unlawful or otherwise invalid or unenforceable, then such unlawfulness,
invalidity or unenforceability shall not prevent such payment from being made in
part, to the extent that it would not be unlawful, invalid, or unenforceable,
and the maximum payment that would not be unlawful, invalid or unenforceable
shall be made under the Plan.
22. Governing Law. The Plan and all determinations made and actions taken
hereunder, to the extent not otherwise governed by the Internal Revenue Code or
laws of the United States of America, shall be governed by the laws of the State
of Illinois and construed accordingly.
10
<PAGE>
EXHIBIT 4.7
FORM OF
MAY & SPEH, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement") made as of this __ day of ______, 19__ by
and between May & Speh, Inc., a Delaware corporation (the "Corporation"), and
__________, an employee of the Corporation (the "Optionee");
W I T N E S S E T H:
WHEREAS, the Corporation has adopted the 1995 Key Employee Stock Option Plan
of May & Speh, Inc. (the "Plan"); and
WHEREAS, a copy of the Plan has been provided to the Optionee and is hereby
incorporated by reference with the same effect as if fully recited herein:
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Corporation hereby grants to the Optionee the
right and option (the "Option") to purchase all or any part of __________ shares
of common stock, par value $.01 per share, of the Corporation on the terms and
conditions set forth in the Plan and herein (such number being subject to
adjustment in accordance with the Plan) (the "Option Shares"). This Option
shall be a nonqualified stock option within the meaning of the Internal Revenue
Code of 1986, as amended, or any successor thereto.
2. Purchase Price. The purchase price of the Option Shares shall be
$_____ per share.
3. Term of Option. The term of the Option (the "Option Term") shall be
for a period of 10 years from the date hereof (the "Issue Date"), subject to
earlier termination as provided in the Plan. In no event shall the Option be
exercised after the Option Term.
4. Exercise of Option.
(a) Within the foregoing limitations provided herein and in the Plan,
the Options shall vest and become exercisable in five equal annual installments
commencing one year from the Issue Date. The Optionee shall exercise his right
to purchase shares under the Option by delivering written notice to the
Corporation in accordance with Section 5 hereof, together with a copy of this
Agreement and payment for such shares in accordance with Section 11 of the Plan.
(b) Notwithstanding Section 4(a) provided herein, if the Compensation
Committee (the "Committee") of the Board of Directors of the Corporation
determines that, on the date thereof, the Optionee is not performing
satisfactorily his duties as an employee of the Corporation, it reserves the
right, in its sole discretion, to (i) prescribe longer time periods and
additional requirements with respect to the exercise of an Option and (ii)
terminate in whole or in part such portion of any Option as has not yet become
exercisable at the time of such termination.
(c) If at any time the Committee shall determine, in its sole
discretion, that (i) the listing, registration, or qualification of the Option
Shares upon any securities exchange or under any state or federal law, (ii) the
consent or approval of any governmental regulatory body, or (iii) obtaining an
investment intent representation or other undertaking from the Optionee is
necessary or desirable as a condition of, or in connection with, the exercise of
an Option hereunder, such
<PAGE>
Option may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent, approval, representation or undertaking
shall have been effected or obtained free of any conditions not acceptable by
the Committee.
5. Method of Exercising Option.
(a) Subject to the terms and conditions of this Agreement and the
Plan, the Option must be exercised by delivering notice to the Corporation,
which must be in writing and personally delivered or sent by registered or
certified mail, return receipt requested, to the Secretary of the Corporation at
1501 Opus Place, Downers Grove, Illinois 60515. The notice shall be deemed to
be made when the Corporation or its successor in interest receives the letter or
within three days after it is sent by certified or registered mail, return
receipt requested, whichever is earlier.
(b) Such notice shall state the election to exercise the Option, the
number of shares in respect of which it is being exercised, and the name or
names of the person or persons in whose name or names the stock certificates are
to be issued. The notice shall be signed by the person or persons exercising
the Option and shall include such person or persons' address for receipt of a
certificate or certificates representing such shares. The notice shall be
accompanied by a photocopy of this Agreement and payment of the full purchase
price of such shares.
(c) In the event the Option shall be exercised by any person or
persons other than the Optionee, such notice shall be accompanied by appropriate
proof, as determined by the Committee in its sole discretion, of the right of
such person or persons to exercise the Option.
(d) All shares that shall be purchased upon the exercise of the
Option, as provided herein, shall be fully paid and nonassessable.
6. General. At all times during the Option Term, the Corporation shall
reserve and keep available such number of shares of common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all original
issue and transfer taxes with respect to the issue and transfer of shares
pursuant hereto and all other fees and expenses necessarily incurred by the
Corporation in connection therewith, and will, from time to time, use its best
efforts to comply with all state and federal laws and regulations which, in the
opinion of legal counsel for the Corporation, shall be applicable thereto.
7. Interpretation of Agreement and Plan.
(a) All determinations and interpretations made by the Committee with
regard to any questions arising hereunder or under the Plan shall be binding and
conclusive on the Optionee and his or her successors, legal representatives and
beneficiaries.
(b) The Option granted herein is subject to:
(i) All the terms and conditions of the Plan, as amended, now or
hereafter in effect; and
(ii) All the terms and conditions of this Agreement, now in
effect or hereafter amended at the sole discretion of the
Committee, which
<PAGE>
conform with the terms and conditions of the Plan, as
amended from time to time.
(c) The Optionee acknowledges receipt of a copy of the Plan,
represents and warrants that he has read the Plan and agrees that the Option
shall be subject to all of the terms and conditions of this Agreement and the
Plan, as amended from time to time, now or hereafter in effect.
8. Binding on Successors and Assigns: Nontransferability. This Agreement
shall bind and inure to the benefit of the successors and assigns of the
Corporation. Except to the extent permitted under the Plan, as amended from time
to time, the rights of the Optionee under this Agreement shall not be
transferable and all options granted hereunder may be exercised during the
lifetime of the Optionee only by him.
9. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and both of which constitute one and the same
document.
10. Assignment. This Agreement shall not be assignable by the Optionee or the
Optionee's executors, administrators, successors and heirs.
11. Section Headings. The Section headings of this Agreement are inserted for
convenience of reference only and shall not be deemed to be a part thereof or
used in the construction or interpretation thereof.
12. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without violating the remainder of this
Agreement.
13. Governing Law. The validity, meaning and effect of this Agreement shall
be determined in accordance with the laws of the State of Illinois.
14. Final Agreement. This Agreement constitutes the final agreement of the
parties concerning the matters referred to herein and supersedes all prior
agreements and understandings.
IN WITNESS WHEREOF, the Corporation and the Optionee have executed this
Agreement as of the day and year first above written.
ATTEST: MAY & SPEH, INC.
By: By:
------------------------------ ------------------------------
Title: Title:
--------------------------- ---------------------------
Optionee:
-------------------------------------
[NAME]
<PAGE>
EXHIBIT 5
October 8, 1996
May & Speh, Inc.
1501 Opus Place
Downers Grove, Illinois 60515
Gentlemen:
We have acted as counsel to May & Speh, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the Registration
Statement on Form S-8 (the "Registration Statement"), pertaining to the
registration by the Company of 2,726,000 shares of its Common Stock, par value
$0.01 per share, pursuant to the Company's 1994 Executive Stock Option Plan and
1995 Key Employee Stock Option Plan (collectively, the "Plans"). Terms not
otherwise defined herein shall have the same meaning ascribed to them in the
Registration Statement.
In that connection, we have examined the originals, or copies certified or
otherwise authenticated to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including the Company's Certificate of Incorporation and Bylaws in
effect on the date hereof and the resolutions of the Board of Directors of the
Company relating to the proposed offering of Common Stock pursuant to the
Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered.
Based on the foregoing, we are of the opinion that the shares of Common Stock
under the Plans, the issuance of which is being registered by the Company, if
and when sold and delivered as described in the Registration Statement and in
accordance with the Plans, will have been duly authorized and validly issued,
and will constitute fully paid and nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the United States of America and the internal corporate law of
the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
FREEBORN & PETERS
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our annual report dated November 3, 1995, which appears
on page F-2 of the May & Speh, Inc. Prospectus dated March 26, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
October 7, 1996
