<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.)
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(212) 716-6600
(Address of Principal Executive Offices)
APPLIED GRAPHICS TECHNOLOGIES, INC. 1998
INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED
(Full Title of the Plan)
MARTIN D. KRALL, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
APPLIED GRAPHICS TECHNOLOGIES, INC.
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(Name and address of agent for service)
(212) 716-6600
(Telephone number, including area code,
of agent for service)
COPIES TO:
DANIELLE R. SROUR, ESQ.
SHAW PITTMAN
2300 N STREET, N.W.
WASHINGTON, D.C. 20037
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Aggregate Offering Registration
Title of Securities to be Registered Registered(1) Price Per Share(1)(2) Price Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share, subject 3,000,000 shares $ 8.1875 $24,562,500.00 $6,828.38
to stock options and/or stock appreciation
rights
====================================================================================================================================
</TABLE>
(1) In accordance with Rule 429 under the Securities Act of 1933, as amended,
the Prospectus included in this Registration Statement is a combined prospectus
which also relates to Registration Statement No. 333-76073 pursuant to which
4,000,000 shares of Common Stock (including 1,397,600 shares originally
registered on Registration Statement 333-25059) under the 1998 Incentive
Compensation Plan have previously been registered. In accordance with General
Instructions E to Form S-8, the Registrant has paid the registration fee for
the additional 3,000,000 shares registered herewith. This Registration Statement
also covers an indeterminatenumber of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933, as amended.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the Common Stock
as reported on the Nasdaq National Market as of September 13, 1999.
<PAGE> 2
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
This registration statement relates to the registration of
additional shares under the Applied Graphics Technologies, Inc. 1998 Incentive
Compensation Plan, as amended and restated. Shares to be issued pursuant to that
plan were registered pursuant to a registration statement on Form S-8 (File No.
333-76073), the contents of which are hereby incorporated by reference into this
registration statement to the extent it presents information not otherwise
presented herein.
2
<PAGE> 3
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission by
Applied Graphics Technologies, Inc. (the "Company") are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(c) Current Report on Form 8-K filed March 22, 1999;
(d) Current Report on Form 8-K filed April 6, 1999;
(e) 1999 Proxy Statement for the Annual Meeting of Stockholders held
on June 3, 1999;
(f) Current Report on Form 8-K filed June 4, 1999;
(g) Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
(h) Current Report on Form 8-K/A filed July 13, 1999;
(i) Current Report on Form 8-K/A filed August 4, 1999; and
(j) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form
8-A including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration
Statement 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 Delaware General Corporation Law (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 Company's Certificate of
Incorporation and Bylaws provide for the 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 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.
3
<PAGE> 4
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, or otherwise, the Company has been informed 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.
4
<PAGE> 5
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(4.1) First Restated Certificate of Incorporation of
Applied Graphics Technologies, Inc. (incorporated by
reference to Exhibit No. 3.1 forming part of the
Registrant's Registration Statement on Form S-1
(File No. 333-00478) filed with the Securities and
Exchange Commission under the Securities Act of
1933, as amended).
(4.2) Certificate of Amendment to Certificate of
Incorporation, filed with the Delaware Secretary of
State on May 27, 1998 (incorporated by reference to
Exhibit No. 3.1(b) forming part of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998).
(4.3) Amended and Restated Bylaws of Applied Graphics
Technologies, Inc. (incorporated by reference to
Exhibit No. 3.2 forming part of Amendment No. 3 to
the Registrant's Registration Statement on Form S-1
(File No. 333-00478) filed with the Securities and
Exchange Commission under the Securities Act of
1933, as amended).
(4.4) Form of Resolutions of the Board of Directors of
Applied Graphics Technologies, Inc., adopted at a
Board meeting on February 13, 1998, amending the
Bylaws (incorporated by reference to Exhibit No. 3.3
forming part of the Registrant's Registration
Statement on Form S-4 (File No. 333-51135) filed
with the Securities and Exchange Commission under
the Securities Act of 1933, as amended).
5.1 Opinion of Shaw Pittman
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
(23.3) Consent of Shaw Pittman (included in the opinion
filed as Exhibit 5.1 to this Registration Statement)
(24.1) Power of Attorney (included in the signature page to
this Registration Statement).
(99.1) Applied Graphics Technologies, Inc. 1998 Incentive
Compensation Plan, as amended and restated
(incorporated by reference to Exhibit 10.8 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)
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 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 aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of Prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
5
<PAGE> 6
(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 that 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.
(b) 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 this 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 Securities and Exchange 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.
6
<PAGE> 7
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 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 and State of New York, on this 21st day of September,
1999.
APPLIED GRAPHICS TECHNOLOGIES, INC.
By: /s/ Martin D. Krall
-----------------------
Martin D. Krall
Executive Vice President,
Chief Legal Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Fred Drasner, Mortimer B. Zuckerman, Martin D. Krall
and Louis Salamone, Jr., each acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Fred Drasner Chairman, Director and September 21, 1999
- ------------------------------------ Chief Executive Officer (Principal
Fred Drasner Executive Officer)
/s/ Derek Ashley Vice Chairman, Director and Chief September 21, 1999
- ------------------------------------ Operating Officer
Derek Ashley
/s/ Diane Romano President September 21, 1999
- ------------------------------------
Diane Romano
/s/ Louis Salamone, Jr. Senior Vice President and Chief September 21, 1999
- ------------------------------------ Financial Officer (Principal
Louis Salamone, Jr. Financial Officer)
/s/ Martin D. Krall Director, Executive Vice September 21, 1999
- ------------------------------------ President, Chief Legal Officer and
Martin D. Krall Secretary
/s/ Marne Obernauer, Jr. Vice Chairman and Director September 21, 1999
- ------------------------------------
Marne Obernauer, Jr.
/s/ Mortimer B. Zuckerman Chairman of the Board of Directors September 21, 1999
- ------------------------------------
Mortimer B. Zuckerman
/s/ John R. Harris Director September 21, 1999
- ------------------------------------
John R. Harris
/s/ David R. Parker Director September 21, 1999
- ------------------------------------
David R. Parker
/s/ Howard Stringer Director September 21, 1999
- ------------------------------------
Howard Stringer
/s/ Linda J. Wachner Director September 21, 1999
- ------------------------------------
Linda J. Wachner
/s/ John Zuccotti Director September 21, 1999
- ------------------------------------
John Zuccotti
</TABLE>
II-1
<PAGE> 8
EXHIBIT INDEX
Exhibit
(4.1) First Restated Certificate of Incorporation of Applied
Graphics Technologies, Inc. (incorporated by reference to
Exhibit No. 3.1 forming part of the Registrant's
Registration Statement on Form S-1 (File `No. 333-00478)
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
(4.2) Certificate of Amendment to Certificate of Incorporation,
filed with the Delaware Secretary of State on May 27, 1998
(incorporated by reference to Exhibit No. 3.1(b) forming
part of the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1998).
(4.3) Amended and Restated Bylaws of Applied Graphics
Technologies, Inc. (incorporated by reference to Exhibit No.
3.2 forming part of Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-00478)
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
(4.4) Form of Resolutions of the Board of Directors of Applied
Graphics Technologies, Inc., adopted at a Board meeting on
February 13, 1998, amending the Bylaws (incorporated by
reference to Exhibit No. 3.3 forming part of the
Registrant's Registration Statement on Form S-4 (File No.
333-51135) filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended).
5.1 Opinion of Shaw Pittman
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
(23.2) Consent of Shaw Pittman (included in the opinion filed as
Exhibit 5 to this Registration Statement).
(24.1) Power of Attorney (included in the signature page to this
Registration Statement).
(99.1) Applied Graphics Technologies, Inc. 1998 Incentive
Compensation Plan, as amended and restated (incorporated by
reference to Exhibit 10.8 to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1999.)
II-2
<PAGE> 1
EXHIBIT 5.1
[SHAW PITTMAN LETTERHEAD]
September 21, 1999
Applied Graphics Technologies, Inc.
450 West 33rd Street
New York, New York 10001
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 an
additional 3,000,000 shares (the "Shares") of common stock, $0.01 par value, of
the Company under the Applied Graphics Technologies, Inc. 1998 Incentive
Compensation Plan, as amended and restated (the "Plan"), pursuant to a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement").
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 upon issuance and delivery of the Shares in accordance with
the Plan 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
Delaware General Corporation Law, and we render no opinion with respect to any
other laws or the laws of any other jurisdiction.
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 5.1 to the
Registration Statement.
Very truly yours,
/s/ SHAW PITTMAN
SHAW PITTMAN
<PAGE> 1
EXHIBIT 23.1
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 25,
1999, appearing in the Annual Report on Form 10-K of Applied Graphics
Technologies, Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
New York, New York
September 17, 1999
<PAGE> 1
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 August 4,
1999, relating to the financial statements of Wace Group Plc appearing in the
Current Report on Form 8-K/A of Applied Graphics Technologies, Inc. dated August
4, 1999.
Arthur Andersen
Chartered Accountants
London, England
September 17, 1999
