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As filed with the Securities and Exchange Commission on April 7, 1998
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)
-------------------
Eric M. Loughmiller
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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------------------------------
Common Stock ($.01 par value)....... 2,400,000 $14.25 $34,200,000 $10,089(3)
==================================================================================================================
</TABLE>
/(1)/ Consists of 1,400,000 shares reserved for issuance under the May & Speh,
Inc. 1994 Executive Stock Option Plan and 1,000,000 shares reserved for
issuance under the May & Speh, Inc. 1995 Key Employee Stock Option Plan.
In addition to the shares registered hereby, the 1,398,000 shares
(relating to the Executive Stock Option Plan) and 1,328,000 shares
(relating to the Key Employee Stock Option Plan) of Registrant's Common
Stock have been previously registered on S-8 Registration Statement (File
No. 333-13711) which are incorporated by reference herein. Pursuant to
Rule 416 under the Securities Act of 1933, the number of shares of
Registrant's Common Stock registered hereunder will be adjusted in the
event of a stock split, stock dividend, or similar transaction.
/(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 on the
Nasdaq Stock Market on April 2, 1998.
/(3)/ Paid April 6, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
To 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) To the contents of the Company's Registration Statement on Form
S-8 (No. 333-13711) filed for the purpose of registering shares of the
Company's Common Stock reserved for issuance under the 1994 Executive
Option Plan and the 1995 Key Employee Stock Option Plan.
(b) To the description of the Company's common stock, par value $.01
per share (the "Common Stock"), contained in 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").
(c) To the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997.
(d) To the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
(e) To the following portions of the 424(b) prospectuses included in
the Company's Registration Statement on Form S-3 (File No. 333-46547) which
includes a prospectus relating to the offer and sale of convertible
subordinated notes (the "Notes Prospectus") and a prospectus relating to
the offer and sale of shares of Common Stock (the "Common Stock
Prospectus"): (i) the audited financial statements of the Company and the
notes thereto appearing on pages F-1 through F-17 of the Notes Prospectus
and the Common Stock Prospectus; (ii) the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing on
pages 18 through 24 of the Notes Prospectus and pages 16 through 22 of the
Common Stock Prospectus; and (iii) the "Selected Financial, Operating and
Other Data" appearing on page 17 of the Notes Prospectus and page 15 of the
Common Stock Prospectus.
(f) All other documents filed by the Company pursuant to Section
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
II-1
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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 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)
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 (incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996)
4.7 Form of Stock Option Agreement under the May & Speh, Inc. 1995 Key
Employee Stock Option Plan (incorporated by reference to Exhibit 4.7
of the Company's S-8 Registration Statement (File No. 333-13711)).
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)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Downers Grove, State of Illinois, on this 11th day of
March, 1998.
May & Speh, Inc.
By: /s/ Peter I. Mason
-------------------------
Peter I. Mason
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Peter I. Mason and Eric M. Loughmiller, 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 March 11, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Peter I. Mason Chairman, President, Chief Executive Officer
- ---------------------------------- and Director (principal executive officer)
Peter I. Mason
/s/ Eric M. Loughmiller Executive Vice President, Chief Financial
- ---------------------------------- Officer and Secretary (principal financial
Eric M. Loughmiller officer)
</TABLE>
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<TABLE>
<S> <C>
/s/ Willard E. Engel, Jr. Vice President and Chief Accounting Officer
- ---------------------------------- (principal accounting officer)
Willard E. Engel, Jr.
/s/ Robert C. Early Executive Vice President, Corporate
- ---------------------------------- Development and a Director
Robert C. Early
/s/ Albert J. Speh, Jr. Chairman Emeritus
- ----------------------------------
Albert J. Speh, Jr.
/s/ Deborah A. Bricker Director
- ----------------------------------
Deborah A. Bricker
/s/ Casey Cowell Director
- ----------------------------------
Casey Cowell
/s/ Lawrence J. Speh Director
- ----------------------------------
Lawrence J. Speh
/s/ Paul G. Yovovich Director
- ----------------------------------
Paul G. Yovovich
/s/ Jonathan Zakin Director
- ----------------------------------
Jonathan Zakin
</TABLE>
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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
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996) --
4.7 Form of Stock Option Agreement under the May & Speh,
Inc. 1995 Key Employee Stock Option Plan
(incorporated by reference to Exhibit 4.7 of the
Company's S-8 Registration Statement (File No.
333-13711)) --
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 5 FREEBORN & PETERS
311 South Wacker Drive
Suite 3000
Chicago, Illinois 60606
(312) 360-6000
April 7, 1998
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 1,400,000 shares of its Common Stock, par value
$0.01 per share, pursuant to the Company's 1994 Executive Stock Option Plan and
1,000,000 shares of its Common Stock pursuant to the 1995 Key Employee Stock
Option Plan (collectively, the "Plans").
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.
<PAGE>
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
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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 report dated November 10, 1997, except as to the
paragraph of Note 1 entitled "Per share information" and Note 12, which are as
of February 12, 1998, appearing on page F-2 of the Prospectuses which constitute
a part of the May & Speh, Inc. Registration Statement of Form S-3 (Commission
File #333-46547).
PRICE WATERHOUSE LLP
Chicago, Illinois
April 7, 1998
