<PAGE> 1
CONFORMED COPY
As filed with the Securities and Exchange Commission on April 22, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIDIGITAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
13-3866725
(I.R.S. Employer Identification No.)
20 West 20th Street, New York, New York 10111
(Address of Principal Executive Offices) (Zip Code)
1995 Long-Term Stock Investment Plan
May 1996 Options
1997 Equity Incentive Plan
1997 Non-Employee Director Stock Option Plan
(Full Title of the Plan)
William E. Dye
Chairman of the Board, President and Chief Executive Officer
Unidigital Inc.
20 West 20th Street, New York, New York 10011
(Name and Address of Agent for Service)
(212) 337-0330
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David J. Sorin, Esq.
John F. Cinque, Esq.
Buchanan Ingersoll
500 College Road East
Princeton, NJ 08540
(609) 987-6800
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed
Maximum Proposed
Amount Offering Maximum Amount Of
Title Of Securities To Be Price Per Aggregate Registration
To Be Registered Registered(1) Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share
To be issued under the 1995 Long-
Term Stock Investment Plan 8,230 $ 5.25(2) $ 43,208(2) $ 13.09
Issued under the 1995 Long-Term
Stock Investment Plan 291,770 $ 5.63(3) $1,642,665(3) $ 497.73
Issued under the May 1996 Options 50,000 $ 6.00(4) $ 300,000(4) $ 90.91
To be issued under the 1997 Equity Incentive
Plan 240,000 $ 5.25(2) $1,260,000(2) $ 381.78
Issued under the 1997 Equity Incentive
Plan 60,000 $ 5.27(5) $ 316,200(5) $ 95.82
To be issued under the 1997 Non-
Employee Director Stock Option Plan 65,000 $ 5.25(2) $ 341,250(2) $ 103.41
Issued under 1997 Non-Employee
Director Stock Option Plan 10,000 $5.125(6) $ 51,250(6) $ 15.53
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL 725,000 $3,954,573 $1,198.27
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided among
seven subtotals.
(2) Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
for the purpose of calculating the registration fee and are based upon the
average of the high and low price per share of the Registrant's Common Stock as
reported on the Nasdaq National Market on April 16, 1997.
(3) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $5.63 per share covering 291,770 shares subject to
stock options granted under the 1995 Long-Term Stock Investment Plan.
(4) Pursuant to Rule 457(h), these prices are calculated based on an exercise
price of $6.00 per share covering 50,000 shares subject to the May 1996 Options.
(5) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $5.27 per share covering 60,000 shares subject to
stock options granted under the 1997 Equity Incentive Plan.
(6) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $5.125 per share covering 10,000 shares subject to
stock options granted under the 1997 Non-Employee Director Stock Option Plan.
---------------
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement has been filed by Unidigital Inc. (the
"Company") in order to register an aggregate of 725,000 shares of Common Stock,
as follows: (i) 300,000 shares of Common Stock issuable under the 1995 Long-Term
Stock Investment Plan (the "1995 Stock Plan"); (ii) 300,000 shares of Common
Stock issuable under the 1997 Equity Incentive Plan (the "1997 Plan"); (iii)
75,000 shares of Common Stock issuable under the 1997 Non-Employee Director
Stock Option Plan (the "Director Plan" and, collectively with the 1995 Stock
Plan and the 1997 Plan, hereinafter referred to as the "Plans"); and (iv) 50,000
shares of Common Stock issuable under certain options granted outside the
Plans.
i
<PAGE> 4
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this
Form S-8 will be sent or given to participants in the Plans listed on the cover
page of this Registration Statement as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (taken together with the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) (the "Section 10(a) Prospectus") of the Securities Act.
The Company will provide a written statement to each participant of the
Plans advising each such participant of the availability without charge, upon
written or oral request, of the documents referred to under Item 3 --
"Incorporation of Documents by Reference" which have been incorporated in the
Section 10(a) Prospectus by reference, along with any other documents required
to be delivered to employees pursuant to Rule 428(b) promulgated by the
Commission under the Securities Act. Whenever updating information is required,
the Company shall furnish promptly without charge to each Plan participant, upon
written or oral request, a copy of all documents containing the Plan information
required by Part I that then constitute part of the Section 10(a) Prospectus,
although documents previously furnished need not be re-delivered. Requests for
such copies should be directed to the President and Chief Executive Officer,
Unidigital Inc., 20 West 20th Street, New York, New York 10011. Telephone
requests may be directed to (212) 337-0330.
1
<PAGE> 5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been or will be filed with the
Commission are incorporated herein by reference and in the Section 10(a)
Prospectus by reference:
(a) The Company's Annual Report on Form 10-KSB for the year
ended August 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since August 31, 1996.
(c) The description of the Company's Common Stock, $.01 par
value, which is contained in the Company's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the Commission on February 1, 1996, including any subsequent
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and to 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law (the "DGCL"), the
Certificate of Incorporation includes a provision that eliminates personal
liability for its directors for monetary damages for breach of fiduciary duty,
as a director except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL; and (iv) for any transaction from which the
director derived an improper personal benefit.
As permitted by Section 145 of the DGCL, the By-Laws provide that: (i) the
Company is required to indemnify its directors and officers to the fullest
extent permitted by the DGCL; (ii)
II-1
<PAGE> 6
the Company may, in its discretion, indemnify other persons as set forth in the
DGCL; (iii) the Company is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding (subject to certain
exceptions) to the fullest extent permitted by the DGCL; (iv) rights conferred
in the By-Laws are not exclusive; and (v) the Company is authorized to enter
into indemnification agreements with its directors, officers, employees and
agents.
The Company, with approval of its Board of Directors, has obtained
directors and officers liability insurance with a per claim and annual aggregate
coverage limited to $3,000,000.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought nor is the registrant aware of any threatened litigation that may result
in claims for indemnification by any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
Number -----------
------
4.1 1995 Long-Term Stock Investment Plan. (Incorporated by reference
to Exhibit 10.11 to the Company's Registration Statement on Form
SB-2 (File Number 33-99656) which became effective February 1,
1996.)
4.2 1997 Equity Incentive Plan. (Incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended February 28, 1997, Commission File No. 0-27664.)
4.3 1997 Non-Employee Director Stock Option Plan. (Incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-QSB for the quarter ended February 28, 1997, Commission
File No. 0-27664.)
4.4 Stock Option Agreement dated February 1, 1996 evidencing an
option to purchase 50,000 shares of the Company's Common Stock
by Terence G. Warville.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Cornick, Garber & Sandler, LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed as
Exhibit 5).
23.3 Consent of Blick Rothenberg.
23.4 Consent of Ernst & Young LLP.
24 Power of Attorney (see "Power of Attorney" below).
II-2
<PAGE> 7
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 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, 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; and
(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.
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-3
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 22nd day of
April, 1997.
UNIDIGITAL INC.
By: /s/William E. Dye
-----------------------------------------
William E. Dye
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William E. Dye, his true and lawful
attorney-in-fact and agent 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 all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William E. Dye Chairman of the Board, April 22, 1997
- ----------------------- President, Chief Executive
William E. Dye Officer and Director (principal
executive officer and principal
financial and accounting
officer)
/s/Peter Saad Senior Vice President, Chief April 22, 1997
- ----------------------- Operating Officer and Director
Peter Saad
/s/Anthony Manser Vice President and Director April 22, 1997
- -----------------------
Anthony Manser
/s/Harvey Silverman Director April 22, 1997
- -----------------------
Harvey Silverman
/s/David Wachsman Director April 22, 1997
- -----------------------
David Wachsman
II-5
<PAGE> 10
EXHIBIT INDEX
Exhibit Description Page
Number ----------- Number
------ ------
4.1 1995 Long-Term Stock Investment Plan. (Incorporated by
reference to Exhibit 10.11 to the Company's Registration
Statement on Form SB-2 (File Number 33-99656) which
became effective February 1, 1996.)
4.2 1997 Equity Incentive Plan. (Incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-QSB for the quarter ended February 28, 1997,
Commission File No. 0-27664.)
4.3 1997 Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-QSB for the
quarter ended February 28, 1997, Commission File No.
0-27664.)
4.4 Stock Option Agreement dated February 1, 1996 evidencing an
option to purchase 50,000 shares of the Company's Common Stock by
Terence G. Warville.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Cornick, Garber & Sandler, LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion
filed as Exhibit 5).
23.3 Consent of Blick Rothenberg.
23.4 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page).
<PAGE> 1
EXHIBIT 4.4
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
STOCK OPTION AGREEMENT
Unidigital, Inc., a Delaware corporation (the "Company"), hereby grants
to Terence G. Warville (the "Optionee") an Option to purchase a total of 50,000
shares (the "Shares") of Common Stock of the Company, $0.01 par value (the
"Common Stock"), at the exercise price set forth herein.
1. Nature of the Option. This Option is a Nonstatutory Stock
Option and is not intended to qualify for any special tax benefits to the
Optionee.
2. Exercise Price. The exercise price is $6.00 for each share of
Common Stock, which price is not less than the fair market value per share of
Common Stock on the date of grant.
3. Exercise of Option. This Option shall be exercisable during
its term in accordance with the following:
(i) Right to Exercise
(a) Subject to subsections 3(i)(b), (c) and
(d) below, all of the shares subject to this Option shall become exercisable
upon the date hereof.
(b) This Option may not be exercised for a
fraction of a Share.
(c) In the event of Optionee's death, the
exercisability of the option is governed by Section 7 below, subject to the
limitations contained in subsection 3(i)(d) hereof.
(d) In no event may this Option be exercised
after the date of expiration of the term of this Option as set forth in Section
9 below.
(ii) Method of Exercise. This Option shall be exercisable
by written notice in the form attached as Exhibit A, which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the holder's investment intent with respect to such shares of Common Stock as
may be required by the Company. Such written notice shall be signed by Optionee
and shall be delivered in person or by certified mail to the Chief Executive
Officer or Chief Financial Officer of the Company. The written notice shall be
accompanied by payment of the exercise price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice
<PAGE> 2
accompanied by the exercise price. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the shares of stock underlying this Option, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option.
No shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
4. Investment Representations; Restrictions on Transfer.
By receipt of this Option, by its execution and by its
exercise in whole or in part, Optionee represents to the Company the following:
(a) Optionee understands that this Option and
any Shares purchased upon its exercise are securities, the issuance of which
requires compliance with federal and state securities laws.
(b) Optionee is aware of the Company's business
affairs and financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the
securities. Optionee is acquiring these securities for investment for Optionee's
own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
(c) Optionee acknowledges and understands that
the securities constitute "restricted securities" under the Securities Act and
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Optionee
further acknowledges and understands that the Company is under no obligation to
register the securities. Optionee understands that the certificate evidencing
the securities will be imprinted with a legend which prohibits the transfer of
the securities unless they are registered or such registration is not required
in the opinion of counsel satisfactory to the Company and any other legend
required under applicable state securities laws.
(d) Optionee is familiar with the provisions of
Rule 701 and Rule 144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of "restricted securities" acquired,
directly or indirectly, from the issuer thereof, in a non-public offering
subject to the satisfaction of certain conditions. Rule 701 provides that if the
issuer qualifies under Rule 701 at the time of exercise of the Option by the
Optionee, such exercise will be exempt from registration under the Securities
Act. In the event the Company later becomes
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<PAGE> 3
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, ninety (90) days thereafter the securities exempt under
Rule 701 may be resold, subject to the satisfaction of certain of the conditions
specified by Rule 144, including among other things: (1) the sale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, and the amount of securities being
sold during any three-month period not exceeding the limitations specified in
Rule 144(e), if applicable.
In the event that the Company does not qualify under Rule 701
at the time of exercise of the Option, then the securities may be resold in
certain limited circumstances subject to the provisions of Rule 144, which
requires among other things: (1) the availability of certain public information
about the Company; (2) the resale occurring not less than two years after the
party has purchased, and made full payment for, within the meaning of Rule 144,
the securities to be sold; and (3) in the case of an affiliate, or of a
non-affiliate who has held the securities less than three years, the sale being
made through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934) and the amount of securities being sold during
any three month period not exceeding the specified limitations stated therein,
if applicable.
5. Method of Payment. Payment of the purchase price shall be made
by cash or check.
6. Restrictions on Exercise. This Option may not be exercised if
the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations (Regulation G) as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.
7. Death of Optionee. In the event of the death of Optionee this
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the date of expiration of the term of this
Option as set forth in Section 9 below), by Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that would have accrued had Optionee
continued living.
8. Non-Transferability of Option. This Option may not be
transferred in any manner other than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.
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<PAGE> 4
9. Term of Option. Notwithstanding any provision herein to the
contrary, this Option may not be exercised after the close of business (New
York, New York EST) on February 28, 2002 (the "Termination Date"), and may be
exercised from the date hereof until the Termination Date only in accordance
with the terms of this Option.
10. Taxation Upon Exercise of Option. Optionee understands that,
upon exercise of this Option, Optionee will recognize income for tax purposes in
an amount equal to the excess of the then fair market value of the Shares over
the exercise price. Upon a resale of such shares by the Optionee, any difference
between the sale price and the fair market value of the shares on the date of
exercise of the option will be treated as capital gain or loss.
11. Tax Consequences. The Optionee understands that any of the
foregoing references to taxation are based on federal income tax laws and
regulations now in effect. The Optionee has reviewed with the Optionee's own tax
advisors the federal, state, local and foreign tax consequences of the
transactions contemplated by this Agreement. The Optionee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. The Optionee understands that the Optionee (and not the Company)
shall be responsible for the Optionee's own tax liability that may arise as a
result of the transactions contemplated by this Agreement.
**********
-4-
<PAGE> 5
DATE OF GRANT:
February 1, 1996
Unidigital, Inc.
By:
-------------------------------
William E. Dye, President
and Chief Executive Officer
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<PAGE> 6
Optionee has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors of the Company upon any questions
arising under this Option. Optionee further agrees to notify the Company upon
any change in the residence address indicated below.
Dated:
------------------------
---------------------------------------
Name:
Residence Address:
---------------------------------------
---------------------------------------
---------------------------------------
Social Security No.
--------------------
<PAGE> 7
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION
TO:
FROM:
DATE:
RE: Exercise of Stock Option
I hereby exercise my option to purchase __________ shares of Common
Stock at $6.00 per share (total exercise price of $_____), effective today's
date. This notice is given in accordance with the terms of my Stock Option
Agreement dated February 1, 1996. The option price and vested amount is in
accordance with Sections 2 and 3 of the Stock Option Agreement.
Attached is a check payable to Unidigital, Inc. for the total exercise
price of the shares being purchased. The undersigned confirms the
representations made in Section 4 of the Stock Option Agreement.
Please prepare the stock certificate in the following name(s):
-----------------------------
-----------------------------
If the stock is to be registered in a name other than your name, please
so advise the Company. The Stock Option Agreement requires the Company's
approval for registration in a name other than your name and requires certain
agreements from any joint owner.
Sincerely,
--------------------------
(Signature)
--------------------------
(Print or Type Name)
Letter and consideration
received on __________, 19___.
By:
----------------------------
<PAGE> 1
EXHIBIT 5
BUCHANAN INGERSOLL
Attorneys
500 College Road East
Princeton, New Jersey 08540
April 22, 1997
Unidigital Inc.
20 West 20th Street
New York, New York 10011
Gentlemen:
We have acted as counsel to Unidigital Inc., a Delaware corporation (the
"Company"), in connection with the filing by the Company of a registration
statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended, relating to the registration of an aggregate of 725,000
shares (the "Shares") of the Company's common stock, $.01 par value, of which:
(i) 300,000 shares of Common Stock are to be offered by the Company to its
employees, officers and consultants under the 1995 Long-Term Stock Investment
Plan (the "1995 Stock Plan"); (ii) 300,000 shares of Common Stock are to be
offered by the Company to its employees, officers, directors and consultants
under the 1997 Equity Incentive Plan (the "1997 Plan"); (iii) 75,000 shares of
Common Stock are to be offered by the Company to its non-employee directors
under the 1997 Non-Employee Director Stock Option Plan (the "Director Plan"
and, collectively with the 1995 Stock Plan and the 1997 Plan, hereinafter
referred to as the "Option Plans"); and (iv) 50,000 shares of Common Stock
underlie certain options granted outside the Option Plans (the "Compensatory
Contract"). The Option Plans and the Compensatory Contract are together
referred to herein as the "Plans."
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares has been duly and validly authorized;
and
2. The Shares, when issued, delivered and sold in accordance with the
terms of the respective Plans and the stock options, or other
instruments authorized by such Plans, granted or to be granted
thereunder, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/BUCHANAN INGERSOLL
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and related Prospectus of our report dated November 2,
1995 and, with respect to Note M, January 10, 1996, included in the Annual
Report on Form 10-KSB of Unidigital Inc. for the year ended August 31, 1996.
CORNICK GARBER & SANDLER, LLP
New York, New York
April 21, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference on Form S-8 and
related prospectus of our report dated October 31, 1995, included in the Annual
Report on Form 10-KSB of Unidigital Inc. for the year ended August 31, 1996.
BLICK ROTHENBERG
CHARTERED ACCOUNTANTS
REGISTERED AUDITOR
London, England
April 22, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the (i) 1995 Long-Term Stock Investment
Plan; (ii) May 1996 Options; (iii) 1997 Equity Incentive Plan; and (iv) 1997
Non-Employee Director Stock Option Plan of our report dated October 25, 1996
(except Note 4 as to which the date is November 14, 1996) with respect to the
consolidated financial statements of Unidigital Inc. included in its Annual
Report (Form 10-KSB) for the year ended August 31, 1996 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
April 16, 1997
