<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARIBINER INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7389 13-3466655
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
16 WEST 61ST STREET
NEW YORK, NEW YORK 10023-7604
(212) 541-5300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
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ARTHUR F. DIGNAM
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER
CARIBINER INTERNATIONAL, INC.
16 WEST 61ST STREET
NEW YORK, NEW YORK 10023-7604
(212) 541-5300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
BURTON LEHMAN, ESQ. MICHAEL W. BLAIR, ESQ.
SCHULTE ROTH & ZABEL LLP DEBEVOISE & PLIMPTON
900 THIRD AVENUE 875 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 758-0404 (212) 909-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continued basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-18327
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.................. 140,070 shares $49.3125 $6,907,202 $2,093.09
</TABLE>
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(1) Includes 18,270 shares which may be purchased by the Underwriters from the
Registrant pursuant to an over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
using the average of the high and low sales price on the New York Stock
Exchange on February 26, 1997.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Caribiner
International, Inc. with the Securities and Exchange Commission (File No. 333-
18327) pursuant to the Securities Act of 1933, as amended, is incorporated by
reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 February 26, 1997.
CARIBINER INTERNATIONAL, INC.
/s/ Raymond S. Ingleby
By___________________________________
Name: Raymond S. Ingleby
Title: Chairman of the Board
andChief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Raymond S. Ingleby Chairman of the Board, Chief February 26, 1997
____________________________________ Executive Officer and
Raymond S. Ingleby Director
* Executive Vice President, February 26, 1997
____________________________________ Chief Financial and
Arthur F. Dignam Administrative Officer and
Secretary (Principal
Financial and Accounting
Officer)
* Director February 26, 1997
____________________________________
Errol M. Cook
* Director February 26, 1997
____________________________________
Sidney Lapidus
* Director February 26, 1997
____________________________________
David E. Libowitz
* Director February 26, 1997
____________________________________
Bryan D. Langton
</TABLE>
/s/ Raymond S. Ingleby
By:____________________________
Raymond S. Ingleby
Attorney-in-Fact
S-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S> <C>
5 Opinion of Schulte Roth & Zabel LLP (including the consent
of such firm) regarding the legality of the securities being
offered
23.1 Consent of Schulte Roth & Zabel LLP (included as part of
Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP (New York, New York),
independent auditors
23.3 Consent of Ernst & Young (London, England), Chartered
Accountants
23.4 Consent of Ernst & Young LLP (Atlanta, Georgia), independent
auditors
24.1 Power of Attorney (filed on the signature page to
Registration Statement on Form S-1 of the Company (File No.
333-18327) and incorporated by reference)
</TABLE>
<PAGE>
EXHIBIT 5
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
February 26, 1997
Caribiner International, Inc.
16 W. 61st Street
New York, New York 10023
Ladies and Gentlemen:
We have acted as special counsel for Caribiner International, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of the
462(b) Registration Statement on Form S-1 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), being sold in connection with the offering described
in the Registration Statement. As stated therein, a maximum of 140,070 shares of
Common Stock are being sold by the Company to certain underwriters pursuant to
a purchase agreement (the "Purchase Agreement").
As special counsel to the Company, in connection with this opinion, we
have examined and relied upon such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to form the basis
for the opinions set forth herein. In our examinations, 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
latter documents.
We are attorneys admitted to practice in the State of New York, and
the opinions set forth below and any reference to statutes, rules or regulations
herein are limited to the laws of
<PAGE>
Caribiner International, Inc.
February 26, 1997
Page 2
the United States of America and the State of New York, and the General
Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued and sold by the Company pursuant to the Purchase
Agreement will, when issued in accordance with the terms of the Purchase
Agreement and against payment therefor as set forth therein, be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm appearing under the
heading "Legal Matters" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the General Rules and Regulations of
the Commission thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1 No. 333- ) of Caribiner International, Inc. for the registration
of 140,070 shares of its common stock, of the reference to our firm under the
captions "Selected Financial and Operating Data" and "Experts" and to the use
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 of
Caribiner International, Inc. included in the Registration Statement (Form S-1
No. 333-18327) and related Prospectus of Caribiner International, Inc.
/s/ Ernst & Young LLP
New York, New York
February 26, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1 No. 333- ) of Caribiner International, Inc. for the registration
of 140,070 shares of its common stock, of the reference to our firm under the
caption "Experts" and to the use of our report dated December 18, 1996 with
respect to the Consolidated Financial Statements of SCH International Limited,
included in the Registration Statement (Form S-1 No. 333-18327) and related
Prospectus of Caribiner International, Inc.
/s/ Ernst & Young
Chartered Accountants
London, England
February 26, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1 No. 333- ) of Caribiner International, Inc. for the registration
of 140,070 shares of its common stock, of the reference to our firm under the
caption "Experts" and to the use of our reports dated November 15, 1996 and
December 13, 1996 with respect to the Financial Statements of Total Audio
Visual Services, a division of General Electric Capital Computer Leasing
Corporation, included in the Registration Statement (Form S-1 No. 333-18327)
and related Prospectus of Caribiner International, Inc.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 26, 1997
