As filed with the Securities and Exchange Commission
on November 12, 1999
Registration No. 333-37923
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NUMBER 1
TO
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)
Robert F. Burlinson
Executive Vice President and Chief Financial 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
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
- - ------------- ------------ -------------- -------------- ------------
Common Stock, 1,065,991 (2) $7.09375 (3) $7,561,874 (3) $2,103
par value shares
$0.01 per share
Common Stock, 706,009 (4) $7.5617 (5) $5,338,628 (6) $1,485
par value shares
$0.01 per share
(1) In addition, pursuant to Rule 416 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 also covers an
indeterminate number of shares as may be required to be issued to cover
possible adjustments under the Caribiner International, Inc. 1996 Stock
Option Plan, as amended (the "Plan"), 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,
liquidations or other similar transactions effected without the receipt
of consideration and which result in an increase in the number of
outstanding shares of common stock, par value $0.01 per share (the
"Common Stock"), of Caribiner International, Inc. (the "Company").
(2) Represents 1,065,991 shares reserved for issuance upon the exercise of
stock options that may be granted under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act based on
the average of the high and low market prices of the Common Stock of the
Company as reported on the New York Stock Exchange on November 5, 1999
($7.09375 per share).
(4) Represents 706,009 shares subject to stock options presently outstanding
under the Plan.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act. The price
of $7.5617 per share represents the weighted average exercise price per
share for such outstanding options.
(6) Calculated based on the weighted average exercise price per share
pursuant to Rule 457(h) under the Securities Act.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
<PAGE>
EXPLANATORY NOTES
The contents of the Registration Statement on Form S-8 filed by the Company
with the Securities and Exchange Commission on October 15, 1997 (Registration
Number 333-37923) with respect to 728,000 shares of Common Stock of the
Company are incorporated herein by reference.
Pursuant to General Instruction E of Form S-8, this Registration Statement is
deemed to contain a prospectus meeting the requirements of Part I of Form S-3
relating to reofferings by certain persons of shares of Common Stock of the
Company to be acquired pursuant to the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, as amended
5 Opinion of Schulte Roth & Zabel LLP re:
legality of original issuance of shares of
Common Stock being registered
15 Letter re: Unaudited Interim Financial
Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Schulte Roth & Zabel LLP (included
in Exhibit 5)
24 Powers of Attorney (see page II-1 of this
Registration Statement)
<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 11th day of
November, 1999.
CARIBINER INTERNATIONAL, INC.
By: /s/ Robert F. Burlinson
---------------------------
Robert F. Burlinson
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby appoint
Christopher A. Sinclair and Robert F. Burlinson, 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. 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 11th day of November, 1999.
Name and Signature Title
- - ------------------ -----
/s/ Christopher A. Sinclair Chairman of the Board of Directors,
- - --------------------------- President and Chief Executive Officer
Christopher A. Sinclair (Principal Executive Officer)
/s/Robert F. Burlinson Executive Vice President and Chief Financial
- - ---------------------- Officer
Robert F. Burlinson (Principal Financial and Accounting Officer)
/s/ Errol M. Cook Director
- - -----------------
Errol M. Cook
- - ------------------ Vice Chairman of the Board of Directors
Raymond S. Ingleby
/s/ Sidney Lapidus Director
- - ------------------
Sidney Lapidus
<PAGE>
/s/ David E. Libowitz Director
- - ---------------------
David E. Libowitz
/s/ Bryan D. Langton Director
- - --------------------
Bryan D. Langton
/s/ C. Anthony Wainwright Director
- - ------------------------
C. Anthony Wainwright
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
----------- --------
4 Caribiner International, Inc. 1996 Stock
Option Plan, as amended
5 Opinion of Schulte Roth & Zabel LLP re:
legality of original issuance of shares of
Common Stock being registered
15 Letter re: Unaudited Interim Financial
Information
23.1 Consent of Ernst & Young LLP (New York, New
York)
23.2 Consent of Schulte Roth & Zabel LLP (included
in Exhibit 5)
24 Powers of Attorney (see page II-1 of this
Registration Statement)
<PAGE>
Exhibit 5
Opinion of Schulte Roth & Zabel LLP
November 11, 1999
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 1,772,000 shares of
the 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, as Amended (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.
<PAGE>
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 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 15
Acknowledgment of Independent Accountants
Stockholders and Board of Directors
Caribiner International, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) (Registration Statement No. 333-37923) of Caribiner International
Inc. (the "Company") pertaining to the 1996 Stock Option Plan, as amended (the
"Plan"), and to the incorporation by reference in this Post-effective
Amendment No. 1 to the Registration Statement for the registration of an
additional 1,772,000 shares of the Company's common stock reserved for
issuance under the Plan of our reports dated February 10, 1999, May 11, 1999
and August 11, 1999 relating to the unaudited condensed consolidated interim
financial statements of the Company that are included in its Forms 10-Q for
the quarters ended December 31, 1998, March 31, 1999 and June 30, 1999.
/s/ Ernst & Young LLP
New York, New York
November 11, 1999
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) (Registration Statement No. 333-37923) (the
"Registration Statement") of Caribiner International, Inc. (the "Company")
pertaining to the Caribiner International, Inc. 1996 Stock Option Plan, as
amended, and to the incorporation by reference in this Post-effective
Amendment No. 1 to the Registration Statement of our report dated December 18,
1998, with respect to the consolidated financial statements of the Company
included in its Annual Report (Form 10-K) for the year ended September 30,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
November 11, 1999
