<PAGE>
As filed with the Securities and Exchange Commission
on October 15, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
CARIBINER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 13-3466655
- ------------------------------ -------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
16 West 61st Street, New York, New York 10023-7604
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
CARIBINER INTERNATIONAL, INC.
1996 STOCK OPTION PLAN
-----------------------------
(Full Title of the Plan)
Arthur F. Dignam
Executive Vice President and Chief Financial and
Administrative Officer
CARIBINER INTERNATIONAL, INC.
16 West 61st Street
New York, New York 10023-7604
(212) 541-5300
---------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Burton Lehman, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
================================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
- --------------- ------------ -------------- ----------------- ------------
Common Stock, 728,000(2) $23.389 $17,027,192 $5,160
par value shares
$0.01 per share
================================================================================
- ---------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), based on (i) the average exercise prices ($23.137) at which
all 717,800 options outstanding under the 1996 Stock Option Plan (the "Plan")
may be exercised, plus (ii) the average of the high and the low stock prices of
the Common Stock, as reported on the New York Stock Exchange on October 8, 1997
($41.125), multiplied by the 10,200 shares that remain available for grant under
the Plan. (2) In addition, pursuant to Rule 416 under the Securities Act, this
registration statement also covers an indeterminate number of shares as may be
required to cover possible adjustments under the Plan.
ii
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this
Registration Statement contains a prospectus meeting the requirements of Part I
of Form S-3 relating to reofferings by certain persons of shares of common
stock, par value $0.01 per share (the "Common Stock"), of Caribiner
International, Inc. (the "Company") to be acquired pursuant to the Plan.
iii
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act. Those documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents which have been filed by Caribiner
International, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, as amended by Amendment No. 1 to Form 10-K, filed
on January 28, 1997, and Amendment No. 2 to Form 10-K, filed on February 21,
1997 (collectively, the "Form 10-K").
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, as amended by Amendment No. 1 to Form 10-Q,
filed on October 1, 1997, March 31, 1997, as amended by Amendment No. 1 to
Form 10-Q, filed on October 1, 1997, and June 30, 1997, as amended by
Amendment No. 1 to Form 10-Q, filed on October 1, 1997.
3. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on May 6, 1997.
4. The Company's Current Reports, on Form 8-K dated October
10, 1996, and Form 8-K/A dated November 26, 1996 and Current Reports on Form 8-K
dated January 23, 1997, February 12, 1997 and July 17, 1997, as amended by Form
8-K/A, filed on August 25, 1997.
5. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
February 28, 1996 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All reports and other 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 in and to
be a part of this Registration Statement from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
<PAGE>
Legal Opinion.
The legality of the issuance of the Common Stock being
registered hereby is being passed upon by Schulte Roth & Zabel LLP, 900 Third
Avenue, New York, New York 10022, counsel for the Company.
Experts.
The consolidated financial statements of the Company at
September 30, 1996 and 1995 and for each of the three years in the period ended
September 30, 1996 appearing in the Company's Annual Report (Form 10-K), the
financial statements of D&D Enterprises, Inc. D/B/A Show Solutions at December
31, 1996 and for the year then ended and the consolidated financial statements
of Bauer Audio Visual, Inc. at December 31, 1996 and 1995 and for the two years
then ended appearing in the Company's Current Report on Form 8-K dated July 3,
1997, as amended by Form 8-K/A filed on August 25, 1997 with the Securities and
Exchange Commission, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. The consolidated financial statements of
Blumberg Communications, Inc. and Subsidiary as of May 31, 1996 and 1995 and for
the two years then ended appearing in the Company's Current Report on Form 8-K
dated July 3, 1997, as amended by Form 8-K/A filed on August 25, 1997 with the
Securities and Exchange Commission, have been audited by Ritchie, Luukkonen,
Campbell & Co. LLP (as successor to the Minneapolis office of Charles Bailly &
Company P.L.L.P.), independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. The consolidated
financial statements of WCT Live Communication Limited as of May 31, 1997 and
1996 and for each of the two years then ended appearing in the Company's Current
Report on Form 8-K dated July 3, 1997, as amended by Form 8-K/A filed on August
25, 1997 with the Securities and Exchange Commission, have been audited by
Albert Goodman, Chartered Accountants and Registered Auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
With respect to the unaudited consolidated interim financial
information for the three-month periods ended December 31, 1996 and 1995,
three-month and six-month periods ended March 31, 1997 and 1996, three-month and
nine-month periods ended June 30, 1997 and 1996, incorporated by reference in
this Prospectus, Ernst & Young LLP have reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports, included in each of the Company's
Quarterly Report on Form 10-Q for the quarters ended December 31, 1996, March
31, 1997 and June 30, 1997, and incorporated herein by reference, state that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted considering the limited nature of the review
procedures applied. The independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because that report is not a "report" or
a "part" of the Registration Statement prepared or certified by auditors within
the meaning of Section 7 and 11 of the Securities Act.
Item 6. Indemnification of Directors and Officers.
Limitation of Directors' Liability.
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of the law, (iii) under Section 174 of the DGCL, which
relates to liability for unlawful payments of dividends or unlawful stock
repurchases or redemptions, (iv) for any transaction from which the director
derived an improper personal benefit, or (v) for any act or omission prior to
the adoption of such a provision in the certificate of incorporation. The
Company's Restated Certificate of Incorporation contains a provision eliminating
the personal liability for monetary damages of its directors to the full extent
permitted under the DGCL.
Indemnification and Insurance.
The DGCL contains provisions setting forth conditions under
which a corporation may indemnify its directors and officers. The Company's
Restated Certificate of Incorporation provides that a director or officer who is
a party to any action, suit or proceeding shall be entitled to be indemnified by
the Company to the extent permitted by the DGCL against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred by
such director or officer in connection with such action, suit or proceeding. The
Company has entered into indemnification agreements with each of its directors
and intends to enter into indemnification agreements with each of its future
directors. Pursuant to such indemnification agreements, the Company has agreed
to indemnify its directors against certain liabilities, including any
liabilities arising out of this Registration Statement. The Company maintains a
standard form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Company for certain
liabilities.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part
of this Registration Statement:
Exhibit No. Document
----------- --------
4 Caribiner International, Inc. 1996 Stock Option
Plan
5 Opinion of Schulte Roth & Zabel LLP re legality
of original issuance of shares of Common Stock
being registered
23.1 Consent of Ernst & Young LLP (New York, New York)
23.2 Consent of Ernst & Young LLP (Atlanta, Georgia)
23.3 Consent of Ernst & Young LLP (Dallas, Texas)
23.4 Consent of Ritchie, Luukkonen, Campbell & Co.
LLP (as successor to the Minneapolis office of
Charles Bailly & Company P.L.L.P.)
23.5 Consent of Albert Goodman, Chartered Accountants
and Registered Auditors
23.6 Consent of Schulte Roth & Zabel LLP (included in
Exhibit 5)
24 Powers of Attorney (see page II-1 of this
Registration Statement)
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of 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;
(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 (A)(1)(i) and (A)(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 by the
Registrant
3
<PAGE>
pursuant to Section 13 or 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; 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.
B. 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.
C. 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.
4
<PAGE>
REOFFER
PROSPECTUS
CARIBINER INTERNATIONAL, INC.
16 West 61st Street
New York, New York 10023-7064
Telephone No. (212) 541-5300
-----------------------
Common Stock, par value $0.01 per share
728,000 Shares
----------------------
This Prospectus relates to the subsequent resale or offer for
sale on the New York Stock Exchange, or otherwise, of shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of Caribiner International,
Inc., a Delaware corporation (the "Company"), which may be acquired by certain
persons who may be deemed affiliates of the Company pursuant to the purchase by
them of shares of Common Stock upon the exercise of options granted to them
under the Company's 1996 Stock Option Plan (the "Plan"). In connection with such
resales or offers for sale, such persons and the brokers through whom such
shares may be sold may be deemed to be "underwriters" as that term is defined in
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act").
The Company will not receive any of the proceeds from the sale of the shares
offered hereby. All expenses incurred in connection with the registration under
the Securities Act and the offering of the securities hereby will be borne by
the Company, but all selling and other expenses incurred by an individual
Registered Stockholder (as defined herein) will be borne by such Registered
Stockholder.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------------
No person has been authorized to give any information or to
make any representations, other than as contained herein, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any of the securities offered
hereby in any state to any person to whom it is unlawful to make such offer or
solicitation.
----------------------
The date of this Prospectus is October 15, 1997.
A-1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"), which may be inspected and copied at the
public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the
regional offices of the Commission located at Seven World Trade Center, Suite
1300, New York, New York 10048, and at the Citicorp Center, 500 West Madison
Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common
Stock is listed on the New York Stock Exchange. Reports, proxy statements,
information statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. Also, the Company files such reports, proxy statements and
other information with the Commission pursuant to the Commission's EDGAR system.
The Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission pursuant to the EDGAR system. The address of the
Commission's web site is http://www.sec.gov.
A copy of any document incorporated by reference in the
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates) of
which this Prospectus forms a part but which is not delivered with this
Prospectus will be provided by the Company without charge to any person to whom
this Prospectus has been delivered, upon the oral or written request of such
person. Such requests should be directed to Caribiner International, Inc. 16
West 61st Street, New York, New York 10023-7604, Attention: General Counsel
(telephone number (212) 541-5300).
THE COMPANY
The Company is a leading international producer of meetings,
events and training programs, a provider of audio visual equipment rentals,
sales and installations and related staging services and other related business
communications services that enable businesses to inform, sell to and train
their sales forces, dealers, franchisees, partners, stockholders and employees.
The Company has offices throughout the United States, as well as in England,
Australia, Hong Kong, New Zealand and the United Arab Emirates. The Company's
executive offices are located at 16 West 61st Street, New York, New York
10023-7064, telephone number (212) 541-5300. The Common Stock is listed on the
New York Stock Exchange under the symbol "CWC".
THE OFFERING
This Reoffer Prospectus relates to shares of Common Stock that
may be acquired by certain key employees (the "Registered Stockholders") of the
Company, each of whom may be deemed to be an "affiliate" of the Company,
pursuant to the exercise of options ("Options") granted to such persons under
the Plan. The address of each Registered Stockholder is c/o Caribiner
International, Inc., 16 West 61st Street, New York, New York 10023-7604.
A-2
<PAGE>
The following table sets forth certain information with
respect to the Registered Stockholders:
<TABLE>
<CAPTION>
Number of
Shares
Registered Position with as of Percentage of
Stockholder the Company 9/30/97 (1) Common Stock
----------- ------------- ----------- -------------
<S> <C> <C> <C>
Raymond S. Ingleby Chairman of the Board and Chief 1,427,882 6.1%
Executive Officer
Arthur F. Dignam Executive Vice President and Chief 51,796 *
Financial and Administrative Officer
Richard H. Vent President and Chief Operating Officer 60,000 *
Mark M. Cohen Executive Vice President-Strategic 28,616 *
Development
Brian Shepherd Executive Vice President and President of 45,222 *
Caribiner Communications and International
Operations
Lawrence P. Golen Executive Vice President and President of 56,600 *
Total Audio Visual Services
</TABLE>
- --------------------
* Less than 1%.
(1) Includes all shares beneficially owned by such person and all shares
of Common Stock underlying options granted to each Registered
Stockholder under the Plan, whether or not currently exercisable.
Shares of Common Stock covered by this Reoffer Prospectus may
be offered and sold from time to time by the Registered Stockholders through
brokers on the New York Stock Exchange or otherwise, at the prices prevailing at
the time of such sales. To the Company's knowledge, no specific brokers or
dealers have been designated by the Registered Stockholders nor has any
agreement been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities that may be offered pursuant to
this Reoffer Prospectus. The Registered Stockholders and any broker or other
person through whom sales are made by the Registered Stockholders may be
regarded as "underwriters" within the meaning of the Securities Act, although
the Registered Stockholders disclaim such status, and their compensation may be
regarded as underwriters' compensation.
The Company will not receive any of the proceeds from the
offering hereunder. All expenses incurred in connection with the registration
under the Securities Act and the offering of the securities hereby will be borne
by the Company, but all selling and other expenses incurred by an individual
Registered Stockholder will be borne by such Registered Stockholder.
On October 8, 1997, the closing market price of the Common
Stock, as reported by the New York Stock Exchange, was $41.125.
A-3
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated herein by reference and made a part hereof are:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, as amended by Amendment No. 1 to Form 10-K, filed
on January 28, 1997 and Amendment No. 2 to Form 10-K, filed on February 21,
1997.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, as amended by Amendment No. 1 to Form 10-Q,
filed on October 1, 1997, March 31, 1997, as amended by Amendment No. 1 to
Form 10-Q, filed on October 1, 1997 and June 30, 1997, as amended by Amendment
No. 1 to Form 10-Q filed on October 1, 1997.
3. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on May 6, 1997.
4. The Company's Current Reports on form 8-K dated October 10,
1996, and Form 8-K/A dated November 26, 1996 and Current Reports on Form 8-K
dated January 23, 1997, February 12, 1997 and July 17, 1997, as amended by Form
8-K/A, filed on August 25, 1997.
5. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission on
February 28, 1996 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All of such documents are on file with the Commission. All
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities to be offered pursuant hereto have been sold
or which deregisters all such securities then remaining unsold shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents.
EXPERTS
The consolidated financial statements of the Company at
September 30, 1996 and 1995 and for each of the three years in the period ended
September 30, 1996 appearing in the Company's Annual Report (Form 10-K), the
financial statements of D&D Enterprises, Inc. D/B/A Show Solutions at December
31, 1996 and for the year then ended and the consolidated financial statements
of Bauer Audio Visual, Inc. at December 31, 1996 and 1995 and for the two years
then ended appearing in the Company's Current Report on Form 8-K dated July 3,
1997, as amended by Form 8-K/A filed on August 25, 1997 with the Securities and
Exchange Commission, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. The consolidated financial statements of
Blumberg Communications, Inc. and Subsidiary as of May 31, 1996 and 1995 and for
the two years then ended appearing in the Company's Current Report on Form 8-K
dated July 3, 1997, as amended by Form 8-K/A filed on August 25, 1997 with the
Securities and Exchange Commission, have been audited by Ritchie, Luukkonen,
Campbell & Co. LLP (as successor to the Minneapolis office of Charles Bailly &
Company P.L.L.P.), independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. The consolidated
financial statements of WCT Live Communication Limited as of May 31, 1997 and
1996 and for each of the two years then ended appearing in the Company's Current
Report on Form 8-K dated July 3, 1997, as amended by Form 8-K/A filed on August
25, 1997 with the Securities and Exchange Commission, have been audited by
Albert Goodman, Chartered Accountants and Registered Auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
With respect to the unaudited consolidated interim financial
information for the three-month periods ended December 31, 1996 and 1995,
three-month and six-month periods ended March 31, 1997 and 1996, three-month and
nine-month periods ended June 30, 1997 and 1996, incorporated by reference in
this Prospectus, Ernst & Young LLP have reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports, included in each of the Company's
Quarterly Report on Form 10-Q for the quarters ended December 31, 1996, March
31, 1997 and June 30, 1997, and incorporated herein by reference, state that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted considering the limited nature of the review
procedures applied. The independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because that report is not a "report" or
a "part" of the Registration Statement prepared or certified by auditors within
the meaning of Section 7 and 11 of the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock being offered hereby are
being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New
York 10022, counsel for the Company.
A-4
<PAGE>
INDEMNIFICATION
Limitation of Directors' Liability.
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of the law, (iii) under Section 174 of the DGCL, which
relates to liability for unlawful payments of dividends or unlawful stock
repurchases or redemptions, (iv) for any transaction from which the director
derived an improper personal benefit, or (v) for any act or omission prior to
the adoption of such a provision in the certificate of incorporation. The
Company's Restated Certificate of Incorporation contains a provision eliminating
the personal liability for monetary damages of its directors to the full extent
permitted under the DGCL.
Indemnification and Insurance.
The DGCL contains provisions setting forth conditions under
which a corporation may indemnify its directors and officers. The Company's
Restated Certificate of Incorporation provides that a director or officer who is
a party to any action, suit or proceeding shall be entitled to be indemnified by
the Company to the extent permitted by the DGCL against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred by
such director or officer in connection with such action, suit or proceeding. The
Company has entered into indemnification agreements with each of its directors
and intends to enter into indemnification agreements with each of its future
directors. Pursuant to such indemnification agreements, the Company has agreed
to indemnify its directors against certain liabilities, including any
liabilities arising out of this Registration Statement. The Company maintains a
standard form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Company for certain
liabilities.
A-5
<PAGE>
TABLE OF CONTENTS
Page
Available Information.................... A-2
The Company.............................. A-2
The Offering............................. A-2
Documents Incorporated
by Reference............................. A-4
Experts.................................. A-4
Legal Matters............................ A-4
Indemnification.......................... A-5
---------------
Caribiner International, Inc. has filed with the Securities and Exchange
Commission, Washington, D.C., a Registration Statement under the Securities Act
of 1933 with respect to this Offering. This Prospectus omits certain information
contained in the Registration Statement. The information omitted may be obtained
from the Securities and Exchange Commission upon payment of the regular charge
therefor.
728,000 SHARES
CARIBINER INTERNATIONAL, INC.
-------------------------
COMMON STOCK,
PAR VALUE
$0.01 PER SHARE
---------------
PROSPECTUS
October 15, 1997
A-6
<PAGE>
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 15th day of
October, 1997.
CARIBINER INTERNATIONAL, INC.
By: /s/ Arthur F. Dignam
----------------------------------
Arthur F. Dignam
Executive Vice President and
Chief Financial and Administrative
Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoint Raymond S. Ingleby and Arthur F. Dignam, and each of them, as
their attorneys-in-fact, with full power of substitution, to execute in their
names and on behalf of the Registrant and each such person, individually and in
each capacity stated below, one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact shall from
time to time deem appropriate and to file any such amendment to this
Registration Statement with the Securities and Exchange Commission.
II-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated, on this 15th day of October, 1997.
Name and Signature Title
- ------------------ -----
/s/ Raymond S. Ingleby Chairman of the Board of Directors and
- ------------------------- Chief Executive Officer
Raymond S. Ingleby (Principal Executive Officer)
/s/ Arthur F. Dignam Executive Vice President and Chief
- ------------------------- Financial and Administrative Officer
Arthur F. Dignam (Principal Financial and Accounting Officer)
/s/ Errol M. Cook Director
- -------------------------
Errol M. Cook
/s/ Sidney Lapidus Director
- -------------------------
Sidney Lapidus
/s/ David E. Libowitz Director
- -------------------------
David E. Libowitz
/s/ Bryan D. Langton Director
- -------------------------
Bryan D. Langton
/s/ C. Anthony Wainwright Director
- -------------------------
C. Anthony Wainwright
II-2
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
4 Caribiner International, Inc. 1996 Stock Option Plan
5 Opinion of Schulte Roth & Zabel LLP re legality
of original issuance of shares of Common Stock
being registered
23.1 Consent of Ernst & Young LLP (New York, New York)
23.2 Consent of Ernst & Young LLP (Atlanta, Georgia)
23.3 Consent of Ernst & Young LLP (Dallas, Texas)
23.4 Consent of Ritchie, Luukkonen, Campbell & Co.
LLP (as successor to the Minneapolis office of
Charles Bailly & Company P.L.L.P.)
23.5 Consent of Albert Goodman, Chartered Accountants
and Registered Auditors
23.6 Consent of Schulte Roth & Zabel LLP (included in
Exhibit 5)
24 Powers of Attorney (see page II-1 of this
Registration Statement)
<PAGE>
Exhibit 4
CARIBINER INTERNATIONAL, INC.
1996 STOCK OPTION PLAN
ARTICLE 1
EFFECTIVE DATE AND PURPOSE
1.1 Effective Date. The Plan became effective on January 1,
1996.
1.2 Purpose. The purpose of the Plan is to encourage and
enable employees (subject to such requirements as may be prescribed by the
Committee) of the Corporation and its subsidiaries to acquire a proprietary
interest in the Corporation through the ownership of the Corporation's common
stock, par value $0.01 per share ("Common Stock"). Such ownership will provide
such employees with a more direct stake in the future welfare of the Corporation
and encourage them to remain with the Corporation and its subsidiaries. It is
also expected that the Plan will encourage qualified persons to seek and accept
employment with the Corporation and its subsidiaries.
ARTICLE 2
Awards
2.1 Form of Awards. Awards under the Plan may be granted in
incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or
non-qualified stock options ("Non-qualified Stock Options") (unless otherwise
indicated, references in the Plan to "Options" shall include both Incentive
Stock Options and Non-qualified Stock Options).
2.2 Maximum Shares Available. The maximum aggregate number of
shares of Common Stock available for award under the Plan is 364,000, subject to
adjustment pursuant to Article 8 hereof. Shares of Common Stock issued pursuant
to the Plan may be either authorized but unissued shares or issued shares
reacquired by the Corporation. In the event that prior to the end of the period
during which Options may be granted under the Plan, any Option under the Plan
expires unexercised or is terminated, surrendered or canceled, then such shares
shall be available for subsequent awards under the Plan, upon such terms as the
Committee may determine.
2.3 Return of Prior Awards. As a condition to any subsequent
award, the Committee shall have the right at its discretion, to require
employees to return to the Corporation awards previously granted under the Plan.
Subject to the provisions of the Plan, such new award shall be upon such terms
and conditions as are specified by the Committee at the time the new award is
granted.
<PAGE>
ARTICLE 3
Administration
3.1 Committee. Awards shall be determined, and the Plan shall
be administered, by the Committee as appointed from time to time by the Board,
which Committee shall consist of not less than two (2) members of the Board.
Except as permitted by Rule 16b-3 of the Securities Exchange Age of 1934, as
amended (the "Act"), and by Section 162(m) of the Code (or Regulations
promulgated thereunder), no member of the Board may serve on the Committee if
such member: (i) is or has been granted or awarded stock options, pursuant to
the Plan or any other plan of the Corporation or its affiliates either while
serving on the Committee or during the one year period prior to being appointed
to the Committee; (ii) is an employee or former employee of the Corporation; or
(iii) receives remuneration from the Corporation, either directly or indirectly,
in any capacity other than as a director.
3.2 Powers of Committee. Subject to the express provisions of
the Plan, the Committee shall have the power and authority (i) to grant Options
and to determine the purchase price of the Common Stock covered by each Option,
the term of each Option, the number of shares of Common Stock to be covered by
each Option and any performance objectives or vesting standards applicable to
each Option; (ii) to designate Options as Incentive Stock Options or
Nonqualified Stock Options; and (iii) to determine the employees to whom and the
time or times at which Options shall be granted.
3.3. Delegation. The Committee may delegate to one or more of
its members or to any other person or persons such ministerial duties as it may
deem advisable; provided, however, that the Committee may not delegate any of
its responsibilities hereunder if such delegation would cause the Plan to fail
to comply with the "disinterested administration" rules under Section 16 of the
Act. The Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to rely upon the advice, opinions or
valuations of any such advisors.
3.4 Interpretations. The Committee shall have sole
discretionary authority to interpret the terms of the Plan, to adopt and revise
rules, regulations and policies to administer the Plan and to make any other
factual determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Corporation, all employees who have received awards under the Plan and
all other interested persons.
3.5 Liability; Indemnification. No member of the Committee,
nor any person to whom ministerial duties have been delegated, shall be
personally liable for any action, interpretation or determination made with
respect to the Plan or awards made thereunder, and each member of the Committee
shall be fully indemnified and protected by the Corporation with respect to any
liability he or she may incur with respect to any such action, interpretation or
determination, to the extent permitted by applicable law and to the extent
provided in the Corporation's Certificate of Incorporation and Bylaws, as
amended from time to time, or under any agreement between any such member and
the Corporation.
2
<PAGE>
ARTICLE 4
Eligibility
Awards may be made to employees of the Corporation or any of
its subsidiaries (subject to such requirements as may be prescribed by the
Committee); provided, however, that no employee may receive awards of or
relating to more than 200,000 shares of Common Stock in the aggregate in any
fiscal year of the Corporation. Awards may be made to a director of the
Corporation who is not also a member of the Committee, provided that the
director is also an employee. In determining the employees to whom awards shall
be granted and the number of shares to be covered by each award, the Committee
shall take into account the nature of the services rendered by such employees,
their present and potential contributions to the success of the Corporation and
its subsidiaries and such other factors as the Committee in its sole discretion
shall deem relevant.
As used herein, the term "subsidiary" shall mean any present
or future corporation, partnership or joint venture in which the Corporation
owns, directly or indirectly, 50% or more of the economic interests.
Notwithstanding the foregoing, only employees of the Corporation and any present
or future corporation which is or may be a "subsidiary corporation" of the
Corporation (as such term is defined in Section 424(f) of the Code) shall be
eligible to receive Incentive Stock Options.
ARTICLE 5
Option Terms
5.1 Grant of Options. Options may be granted under the Plan
for the purchase of shares of Common Stock. Options shall be granted in such
form and upon such terms and conditions, including the satisfaction of corporate
or individual performance objectives and other vesting standards, as the
Committee shall from time to time determine.
5.2 Designation as Non-qualified Stock Option or Incentive
Stock Option. In connection with any grant of Options, the Committee shall
designate in the written agreement required pursuant to Article 10 hereof
whether the Options granted shall be Incentive Stock Options or Non-qualified
Stock Options, or in the case both are granted, the number of shares of each.
5.3 Option Price. The purchase price per share under each
Incentive Stock Option or Non-qualified Stock Option, shall be the Market Price
(as hereinafter defined) (the "Exercise Price"), of the Common Stock on the date
the Option is granted. In the case of an Incentive Stock Option granted to an
employee owning (actually or constructively under Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of the
Corporation or of a subsidiary (a "10% Stockholder"), the Exercise Price shall
not be less than 110% of the Market Price of the Common Stock on the date of
grant.
The "Market Price" of the Common Stock on any day shall be
determined as follows (i) if the Common Stock is listed on a national securities
exchange or quoted through the Nasdaq Stock Market/Nasdaq National
3
<PAGE>
Market, the Market Price on any day shall be the average of the high and low
reported consolidated trading sales prices, or if no such sale is made on such
day, the average of the closing bid and asked prices reported on the
consolidated trading listing for such day; (ii) if the Common Stock is quoted
through the Nasdaq inter-dealer quotation system, the Market Price on any day
shall be the average of the representative bid and asked prices at the close of
business for such day; or (iii) if the Common Stock is not listed on a national
stock exchange or quoted through Nasdaq, the Market Price on any day shall be
the average of the high bid and low asked prices reported by the National
Quotation Bureau, Inc. for such day. In no event shall the Market Price of a
share of Common Stock subject to an Incentive Stock Option be less than the fair
market value as determined for purposes of Section 422(b)(4) of the Code.
5.4 Limitation on Amount of Incentive Stock Options. In the
case of an Incentive Stock Option, the aggregate Market Price (determined at the
time the Incentive Stock Option is granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any optionee
during any calendar year (under all plans of the Corporation and any subsidiary)
shall not exceed $100,000.
5.5 Limitation on Time of Grant. No grant of an Incentive
Stock Option shall be made under the Plan more than ten (10) years after the
date the Plan is approved by stockholders of the Corporation.
5.6 Exercise and Payment. Options may be exercised in whole or
in part. Common Stock purchased upon the exercise of Options shall be paid for
in full at the time of purchase. Such payment shall be made in cash or, in the
discretion of the Committee, through delivery of shares of Common Stock or a
combination of cash and Common Stock, in accordance with procedures to be
established by the Committee. Any shares so delivered shall be valued at their
Market Price on the date of exercise. Upon receipt of notice of exercise and
payment in accordance with procedures to be established by the Committee, the
Corporation or its agent shall deliver to the person exercising the Option (or
his or her designee) a certificate for such shares.
5.7 Term. The term of each Option granted hereunder shall be
determined by the Committee; provided, however, that, notwithstanding any other
provision of the Plan, in no event shall an Incentive Stock Option be
exercisable after ten (10) years from the date it is granted, or in the case of
an Incentive Stock Option granted to a 10% Stockholder, five (5) years from the
date it is granted.
5.8 Rights as a Stockholder. A recipient of Options shall have
no rights as a stockholder with respect to any shares issuable or transferable
upon exercise thereof until the date a stock certificate is issued to such
recipient representing such shares.
5.9 General Restrictions. Each Option granted under the Plan
shall be subject to the requirement that, if at any time the Board shall
determine, in its discretion, that the listing, registration or qualification of
the shares issuable or transferable upon exercise thereof upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
4
<PAGE>
condition of, or in connection with, the granting of such Option or the issue,
transfer, or purchase of shares thereunder, such Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.
The Board or the Committee may, in connection with the
granting of any Option, require the individual to whom the Option is to be
granted to enter into an agreement with the Corporation stating that as a
condition precedent to each exercise of the Option, in whole or in part, such
individual shall if then required by the Corporation represent to the
Corporation in writing that such exercise is for investment only and not with a
view to distribution, and also setting forth such other terms and conditions as
the Board or the Committee may prescribe.
ARTICLE 6
Nontransferability of Options
No Option may be transferred, assigned, pledged or
hypothecated (whether by operation of law or otherwise), except as provided by
will or the applicable laws of descent and distribution, and no Option shall be
subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of an Option not
specifically permitted herein shall be null and void and without effect. An
Option may be exercised by the recipient only during his or her lifetime, or
following his or her death pursuant to Section 7.3 hereof.
Notwithstanding anything to the contrary in the preceding
paragraph, the Committee may, in its sole discretion, cause the written
agreement relating to any Non-qualified Stock Options granted hereunder to
provide that the recipient of such Non-qualified Stock Options may transfer any
of such Non-qualified Stock Options other than by will or the laws of descent
and distribution in any manner authorized under applicable law; provided,
however, that in no event may the Committee permit any transfers which would
cause this Plan to fail to satisfy the applicable requirements of Rule 16b-3
under the Act, or would cause any recipient of awards hereunder to fail to be
entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16
of the Act or be subject to liability thereunder.
ARTICLE 7
Effect of Termination of Employment, Disability,
Retirement or Death
7.1 General Rule. If the services of an employee of the
Corporation (the "Employee") who holds an unexercised Option are terminated for
any reason other than death, Disability, Retirement or Cause (each as defined
below), an Option shall be exercisable by the Employee at any time prior to the
expiration date of the Option or within 30 days after the date of such
termination, whichever is earlier, but only to the extent the Employee had the
right to exercise such Option on the date of termination. The Option shall not
be affected by any change of employment as long as the Employee continues to be
employed by either the Corporation or a subsidiary.
5
<PAGE>
7.2 Disability or Retirement. Except as otherwise expressly
provided in the written agreement relating to any Option granted under the Plan,
in the event of the Disability or Retirement of a recipient of Options, the
Options which are held by such recipient on the date of such Disability or
Retirement, whether or not otherwise exercisable on such date, shall be
exercisable one (1) year from the date of Disability or Retirement; provided,
however, that any Incentive Stock Option of such recipient shall no longer be
treated as an Incentive Stock Option unless exercised within three (3) months of
the date of such Disability or Retirement (or within one (1) year in the case of
an employee who is "disabled" within the meaning of Section 22(e)(3) of the
Code).
"Disability" shall mean any termination of employment with the
Corporation or a subsidiary because of a long-term or total disability, as
determined by the Committee in its sole discretion. "Retirement" shall mean a
termination of employment with the Corporation or a subsidiary either (i) on a
voluntary basis by a recipient who is at least 65 years of age or (ii) otherwise
with the written consent of the Committee in its sole discretion. The decision
of the Committee shall be final and conclusive.
7.3 Death. In the event of the death of a recipient of Options
while an employee of the Corporation or any subsidiary, Options which are held
by such employee at the date of death, whether or not otherwise exercisable on
the date of death, shall be exercisable by the beneficiary designated by the
employee for such purpose (the "Designated Beneficiary") or if no Designated
Beneficiary shall be appointed or if the Designated Beneficiary shall predecease
the employee, by the employee's personal representatives, heirs or legatees at
any time within one (1) year from the date of death (subject to the limitation
in Section 5.7 hereof), at which time such Options shall terminate; provided,
however, that any Incentive Stock Option of such recipient shall no longer be
treated as an Incentive Stock Option unless exercised within three (3) months of
the date of the recipient's death.
In the event of the death of a recipient of Options following
a termination of employment due to Retirement or Disability, if such death
occurs before the Options are exercised, the Options which are held by such
recipient on the date of termination of employment, whether or not otherwise
exercisable on such date, shall be exercisable by such recipient's Designated
Beneficiary, or if no Designated Beneficiary shall be appointed or if the
Designated Beneficiary shall predecease such recipient, by such recipient's
personal representatives, heirs or legatees to the same extent such Options were
exercisable by the recipient following such termination of employment.
7.4 Cause. The Committee may, in its sole discretion, cause
any Option to be forfeited upon an employee's termination of employment if the
employee was terminated for one (or more) of the following reasons ("Cause"):
(i) the employee's conviction, or plea of guilty or nolo contenders to the
commission of a felony, (ii) the employee's commission of any fraud,
misappropriation or misconduct which causes demonstrable injury to the
Corporation or a subsidiary, (iii) an act of dishonesty by the employee
resulting or intended to result, directly or indirectly, in gain or personal
enrichment at the expense of the Corporation or a subsidiary, (iv) any breach of
the employee's fiduciary duties to the Corporation as an employee or officer or
(v) any other serious violation of a Corporation policy. It shall
6
<PAGE>
be within the sole discretion of the Committee to determine whether the
employee's termination was for one of the foregoing reasons, and the decision of
the Committee shall be final and conclusive.
7.5 Change of Control. If there should be a Change of Control
of the Corporation (as defined below), the Corporation shall give the employee
written notice of such Change of Control as promptly as practicable and the
Option, whether or not currently exercisable, shall become immediately
exercisable as of the effective date of such Change of Control.
Notwithstanding the foregoing, in the case that the
Corporation is merged or consolidated with another corporation, or the assets or
stock of the Corporation is acquired by another corporation, or a separation,
reorganization or liquidation of the Corporation occurs, the Board of Directors
of the Corporation, or the Board of Directors of any corporation assuming the
obligations of the Corporation hereunder, shall make appropriate provisions for
the protection of the Option by substitution on an equitable basis of
appropriate stock of the Corporation, or appropriate stock of the merged,
consolidated, or otherwise reorganized corporation, provided only that the
excess of the aggregate Market Price of the shares subject to the Option
immediately after such substitution over the Exercise Price thereof is not less
than the excess of the aggregate Market Price of the shares subject to the
Option immediately before such substitution over the Exercise Price thereof.
For purposes of this Section 7.5, a "Change of Control" shall
be deemed to have occurred if, at any time following the effective date of the
Plan, (i) any person or "group" (other than Warburg, Pincus Investors, L.P. or
any affiliate thereof) acquires, in a single transaction or series of related
transactions 50% or more of the outstanding Common Stock of the Corporation;
(ii) during any period of two consecutive years, individuals that at the
beginning of such period constitute the Board of Directors of the Corporation
cease for any reason to constitute a majority thereof, unless the election, or
the nomination for election by the shareholders, of each such new director was
approved by a vote of at least two-thirds of the directors then still in office
which were directors at the beginning of the period; or (iii) the sale of all or
substantially all of the assets of the Corporation (other than a wholly-owned
subsidiary of the Company).
7.6 Leave of Absence. In the case of an employee on an
approved leave of absence, the Options of such employee shall not be affected
unless such leave is longer than 13 weeks. The date of exercisability of any
Options of an employee which are unexercisable at the beginning of an approved
leave of absence lasting longer than 13 weeks shall be postponed for a period
equal to the length of such leave of absence. Notwithstanding the foregoing, the
Committee may, in its sole discretion, waive in writing any such postponement of
the date of exercisability of any Options due to a leave of absence.
ARTICLE 8
Adjustments Upon Changes In Capitalization
Notwithstanding any other provision of the Plan, the Committee
may, (i) at any time, make or provide for such adjustments to the Plan or to
7
<PAGE>
the number and class of shares available thereunder or (ii) at the time of grant
of any Options, provide for such adjustments to such Options as the Committee
shall deem appropriate to prevent dilution or enlargement of rights, including
without limitation, adjustments in the event of stock dividends, stock splits,
recapitalizations, restructurings, mergers, consolidations, combinations or
exchanges of shares, separations, spin-offs, reorganizations, liquidation's and
the like.
ARTICLE 9
Amendment and Termination
The Board may suspend, terminate, modify or amend the Plan,
provided that any amendment that would (i) materially increase the aggregate
number of shares which may be issued under the Plan, (ii) materially increase
the benefits accruing to employees under the Plan, or (iii) materially modify
the requirements as to eligibility for participation in the Plan, shall be
subject to the approval of the Corporation's stockholders, except that any such
increase or modification that may result from adjustments authorized by Article
8 hereof shall not require such stockholder approval. If the Plan is terminated,
the terms of the Plan shall, notwithstanding such termination, continue to apply
to awards granted prior to such termination. No suspension, termination,
modification or amendment of the Plan may, without the consent of the employee
to whom an award shall theretofore have been granted, adversely affect the
rights of such employee under such award.
ARTICLE 10
Written Agreement
Each award of Options shall be evidenced by a written
agreement containing such restrictions, terms and conditions, if any, as the
Committee may require. In the event of any conflict between a written agreement
and the Plan, the terms of the Plan shall govern.
ARTICLE 11
Miscellaneous Provisions
11.1 Tax Withholding. The Corporation shall have the right to
require employees or their beneficiaries or legal representatives to remit to
the Corporation an amount sufficient to satisfy Federal, state and local
withholding tax requirements. The Committee may, in its sole discretion, permit
an employee to satisfy his or her tax withholding obligation either by (i)
surrendering shares owned by the employee or (ii) having the Corporation
withhold from shares otherwise deliverable to the employee. Shares surrendered
or withheld shall be valued at their Market Price as of the date on which income
is required to be recognized for income tax purposes.
11.2 Compliance with Section 16(b). In the case of employees
who are or may be subject to Section 16 of the Act, it is the intent of the
Corporation that the Plan and each award granted hereunder satisfy and be
interpreted in a manner that satisfies the applicable requirements of Rule
16b-3, so that such persons will be entitled to the benefits of Rule 16b-3 or
8
<PAGE>
other exemptive rules under Section 16 of the Act and will not be subjected to
liability thereunder. If any provision of the Plan or any award would otherwise
conflict with the intent expressed herein, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to employees who are or may be
subject to Section 16 of the Act.
11.3 Successors. The obligations of the Corporation under the
Plan shall be binding upon any successor corporation or organization resulting
from the merger, consolidation or other reorganization of the assets and
business of the Corporation. In the event of any of the foregoing, the Committee
may, at its discretion prior to the consummation of the transaction and subject
to Article 9 hereof, cancel, offer to purchase, exchange, adjust or modify any
outstanding awards, at such time and in such manner as the Committee deems
appropriate and in accordance with applicable law.
11.4 General Creditor Status. Employees shall have no right,
title, or interest whatsoever in or to any investments which the Corporation may
make to aid it in meeting its obligations under the Plan. Nothing contained in
the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Corporation and any employee or beneficiary or legal representative of such
employee. To the extent that any person acquires a right to receive payments
from the Corporation under the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Corporation. All payments to be
made hereunder shall be paid from the general funds of the Corporation and no
special or separate fund shall be established and no segregation of assets shall
be made to assure payment of such amounts except as expressly set forth in the
Plan.
11.5 No Right of Employment. Nothing in the Plan or in any
written agreement entered into pursuant to Article 10 hereof, nor the grant of
any award, shall confer upon any employee any right to continue in the employ of
the Corporation or a subsidiary or to be entitled to any remuneration or
benefits not set forth in the Plan or such written agreement or interfere with
or limit the right of the Corporation or a subsidiary to modify the terms of or
terminate such employee's employment at any time.
11.6 Notices. Notices required or permitted to be made under
the Plan shall be sufficiently made if personally delivered to the employee or
sent by regular mail addressed (a) to the employee at the employee's address as
set forth in the books and records of the Corporation or its subsidiary, or (b)
to the Corporation or the Committee at the principal office of the Corporation
clearly marked "Attention: Compensation Committee."
11.7 Severability. In the event that any provision of the Plan
shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision shad not been
included.
9
<PAGE>
11.8 Governing Law. To the extent not preempted by Federal
law, the Plan, and all agreement hereunder, shall be construed in accordance
with and governed by the laws of the State of New York.
10
<PAGE>
Exhibit 5
[Letterhead of Schulte Roth & Zabel LLP]
Opinion of Schulte Roth & Zabel LLP
October 14, 1997
Caribiner International, Inc.
16 West 61st Street
New York, New York 10023-7604
Ladies and Gentlemen:
We have acted as counsel for Caribiner International, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offer and sale of an aggregate of 728,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Shares"). The shares may
be offered and sold from time to time by certain employees (the "Stockholders")
of the Company who are participants in the Company's 1996 Stock Option Plan (the
"Plan"). Under the Plan, the Shares may be acquired by the Stockholders only
upon the designation of the Board of Directors or a committee of the Board of
Directors formed for that purpose.
In our capacity as counsel, we have examined originals,
telecopies or copies of such records of the Company and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents, certificates and corporate or
other records, as we have deemed necessary or appropriate as a basis for the
opinion set forth herein.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies. As
to questions of fact, we have relied, to the extent we deemed appropriate, upon
representations and certificates of officers of the Company, public officials
and other appropriate persons.
Based upon and subject to the foregoing, and having regard for
such legal considerations as we deem relevant, we are of the opinion that the
Shares to be offered and sold by the Stockholders pursuant to the Registration
Statement have been duly authorized, and when issued and delivered to and paid
for by the Stockholders in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby admit
<PAGE>
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1996 Stock Option Plan of
Caribiner International, Inc. and to the incorporation by
reference therein of our report dated December 6, 1996, (except for Note 15, as
to which the date is December 20, 1996) with respect to the
consolidated financial statements included in its
Annual Report (Form 10-K) for the year ended September 30, 1996,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
October 14, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1996 Stock Option Plan of
Caribiner International, Inc. (the "Company") and to the incorporation by
reference therein of our report dated July 18, 1997, with respect to the
financial statements of D&D Enterprises, Inc. D/B/A Show Solutions for the year
ended December 31, 1996, included in the Company's Current Report on Form 8-K
dated July 3, 1997, as amended by Form 8-K/A filed on August 25, 1997 with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
October 14, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1996 Stock Option Plan of
Caribiner International, Inc. (the "Company") and to the incorporation by
reference therein of our report dated April 1, 1997, with respect to the
consolidated financial statements of Bauer Audio Visual, Inc. for each of the
years ended December 31, 1996 and 1995 included in the Company's Current Report
on Form 8-K dated July 3, 1997, as amended by Form 8-K/A filed on August 25,
1997 with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
October 14, 1997
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the 1996 Stock
Option Plan of Caribiner International, Inc. (the "Company") and to the
incorporation by reference therein of our report dated August 8, 1996,
with respect to the consolidated financial statements of Blumberg
Communications Inc. and Subsidiary for each of the years ended May 31,
1996 and 1995 included in the Company's Current Report on Form 8-K dated
July 3, 1997, as amended by Form 8-K/A filed on August 25, 1997 with the
Securities and Exchange Commission.
/s/ Ritchie, Luukkonen,
Campbell & Co. LLP
(as successor to the
Minneapolis office of
Charles Bailly & Company
P.L.L.P.)
Minneapolis, Minnesota
October 14, 1997
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1996 Stock Option Plan of
Caribiner International, Inc. and to the incorporation by reference therein of
our report dated August 8, 1996, with respect to the financial statements of
WCT Live Communication Limited for each of the years ended May 31, 1997 and 1996
included in the Company's Current Report on Form 8-K dated July 3, 1997, as
amended by Form 8-K/A filed on August 25, 1997 with the Securities and Exchange
Commission.
/s/ Albert Goodman
Taunton, England
October 14, 1997
