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As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 333-
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
Applied Graphics Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3864004
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
28 West 23rd Street
New York, New York 10010
(212) 929-4111
(Address, zip code, and telephone number, including area code, of registrant's
principal executive offices)
------------------------------
Applied Graphics Technologies, Inc. Non-Employee Directors Nonqualified Stock
Option Plan and
Applied Graphics Technologies, Inc. Revised 1996 Stock Option Plan
(Full title of the plan)
------------------------------
Martin D. Krall, Esq.
450 West 33rd Street
New York, New York 10001
(Name and address of agent for service)
(212) 210-6345
(Telephone number, including area code, of agent for service)
Copies to:
Thomas H. McCormick, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered aggregate offering aggregate offering registration
price per unit price fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 4,200,000 shs.(1) $35.1875 $90,152,625(2) $27,318.98
per share
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also shall cover any additional shares of
Common Stock which become issuable under the Applied Graphics
Technologies, Inc. Non-Employee Directors Nonqualified Stock Option
Plan and the Applied Graphics Technologies, Inc. Revised 1996 Stock
Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Company's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation represents the sum of the
exercise price of the shares as to which options were previously
granted under the Plans and, as to shares that remain available for
grant, the average of the high and low sales prices of the Common Stock
on April 7, 1997, as reported by the NASDAQ Stock Market.
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PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference and made a part
hereof:
(a) The Annual Report on Form 10-K of Applied Graphics
Technologies, Inc., a Delaware corporation (the "Company") for
its fiscal year ended December 31, 1996, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's fiscal year
ended December 31, 1996; and
(c) The description of the Company's Common Stock, par value $.01,
as contained in its Registration Statement on Form 8-A filed
pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "Delaware Law"). Section 145 of the Delaware Law provides that a
corporation may limit the liability of each director to the corporation or its
stockholders for monetary damages except for liability (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 that involve intentional misconduct or a
knowing violation of law: (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, and (iv) for any transaction from
which the director derives an improper personal benefit.
The Certificate of Incorporation and Bylaws provide for elimination
and limitation of the personal liability of directors of the Company for
monetary damages to the fullest extent permitted by the Delaware Law. In
addition, the Certificate of Incorporation and Bylaws provide that if the
Delaware Law is amended to authorize the further elimination or limitation of
the
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liability of a director, then the liability of the directors shall be
eliminated or limited to the fullest extent permitted by the Delaware law, as
so amended. The effect of this provision is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. The provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Bylaws provide that the Company shall, to the full extent
permitted by the Delaware Law, as amended from time to time, indemnify and
advance expenses to each of its currently acting and former directors,
officers, employees and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement on
Form S-1 (Registration Statement No. 333-00478).
4.2 Amended and Restated Bylaws of the Company incorporated by reference
to Exhibit 3.2 of Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 333-00478).
Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the
5. Registrant, with respect to the legality of the Common Stock of the
Registrant registered hereunder (filed herewith).
23.1 Consent of Coopers & Lybrand, L.L.P. (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24. Power of Attorney - included on signature page to this Registration
Statement.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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
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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
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the time shall be deemed to be the initial
bona fide offering thereof.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on April 11,
1997.
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Registrant)
By: /s/ Fred Drasner
------------------------------------
FRED DRASNER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred Drasner, Mortimer B. Zuckerman and
Martin D. Krall, and each of them, his true and lawful attorney-in-fact and
agents, with full power of substitution and resubstitution, for and in his
name, place and stead, in any and all capacities to sign any and all amendments
to this registration statement, including post-effective amendments and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, including executing and delivering all documents,
instruments, agreements and regulatory or governmental filings to the
Securities and Exchange Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction or any other regulatory
authority in connection with the registration, offer or sale of the Securities,
as fully to all intents and purposes as they or he might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Fred Drasner
---------------------------------------- Director, Chairman and April 11, 1997
FRED DRASNER Chief Executive Officer
(Principal Executive
Officer)
Director, Vice Chairman and Chief
/s/ Melvin A. Ettinger Operating Officer April 11, 1997
----------------------------------------
MELVIN A. ETTINGER
/s/ Diane Romano
---------------------------------------- President April 11, 1997
DIANE ROMANO
Senior Vice President and Chief
/s/ Louis Salamone, Jr. Financial Officer (Principal Financial
---------------------------------------- Officer and Principal Accounting April 11, 1997
LOUIS SALAMONE, JR. Officer)
/s/ Martin D. Krall Director, Executive Vice President,
---------------------------------------- Chief Legal Officer and Secretary April 11, 1997
MARTIN D. KRALL
/s/ Mortimer B. Zuckerman Chairman of the Board of Directors April 11, 1997
----------------------------------------
MORTIMER B. ZUCKERMAN
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John R. Harris
---------------------------------------- Director April 11, 1997
JOHN R. HARRIS
/s/ Edward H. Linde
---------------------------------------- Director April 11, 1997
EDWARD H. LINDE
/s/ Howard Stringer
---------------------------------------- Director April 11, 1997
HOWARD STRINGER
/s/ Linda J. Wachner
---------------------------------------- Director April 11, 1997
LINDA J. WACHNER
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<S> <C>
4.1 Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-1
(Registration Statement No. 333-00478).
4.2 Amended and Restated Bylaws of the Company incorporated
by reference to Exhibit 3.2 of Amendment No. 3 to the
Company's Registration Statement on Form S-1
(Registration No. 333-00478).
5 Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel
for the Registrant, with respect to the legality of the
Common Stock of the Registrant registered hereunder
(filed herewith).
23.1 Consent of Coopers & Lybrand, L.L.P. (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24. Power of Attorney - included on signature page to this
Registration Statement.
</TABLE>
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EXHIBIT 5
[SHAW, PITTMAN, POTTS & TROWBRIDGE LETTERHEAD]
April 10, 1997
Applied Graphics Technologies, Inc.
28 West 23rd Street
New York, New York 10010
RE: APPLIED GRAPHICS TECHNOLOGIES, INC. - REGISTRATION STATEMENT ON
FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Applied Graphics Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the registration of
4,200,000 shares (the "Shares") of the common stock, $0.01 par value, of the
Company pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933 (the "Registration Statement"), and the Applied Graphics
Technologies, Inc. Non-Employee Directors Nonqualified Stock Option Plan and
the Applied Graphics Technologies, Inc. Revised 1996 Stock Option Plan (the
"Plans").
We have examined such documents and instruments as we determined to be
necessary in order to render our opinion.
Based on the foregoing and subject to the following limitations, we are of
the opinion that the Company has authority to issue the Shares, and that upon
issuance and delivery of the Shares in accordance with the Plans referred to in
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
The foregoing opinion is, with your concurrence, predicated upon and
qualified by the following:
a. The foregoing opinion is based upon and limited to the
laws of the State of Delaware, excluding the choice of
law provisions thereof, and we render no opinion with
respect to the laws of any other jurisdiction.
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[SHAW, PITTMAN, POTTS & TROWBRIDGE LETTERHEAD]
Securities and Exchange Commission
April 10, 1997
Page 2
b. Our opinion letter is based upon and limited to laws and
regulations as in effect on the date of this letter. We
assume no obligation to update the opinions set forth
herein.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
SHAW, PITTMAN, POTTS & TROWBRIDGE
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Applied Graphics Technologies, Inc. on Form S-8 of our report dated March 8,
1996, on our audits of the combined financial statements of the Predecessor
Group to Applied Graphics Technologies, Inc. as of December 31, 1995 and for
the years ended December 31, 1995 and 1994 which report is incorporated by
reference in this Form S-8.
Coopers & Lybrand L.L.P.
New York, New York
April 9, 1997
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Applied Graphics Technologies, Inc. on Form S-8 of our report dated March 12,
1997, appearing in the Annual Report on Form 10-K, for the year ended December
31, 1996.
Deloitte & Touche LLP
New York, New York
April 9, 1997
