As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. _______________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CABLE & CO. WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3341195
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
724 Fifth Avenue, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Susquehana Holding Corp. Consulting Agreement
(Full title of the plan)
Not applicable
(Name and address of agent for service)
(212) 489-9686
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Amount to be Proposed Proposed
Title of Each Class of Securities Registered Offering Price Aggregate Amount of
to be Registered Per Share(1) Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01 par value
("Common Stock")....................... 500,000 $0.3125 $156,250 $47.35
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Total Registration Fee................... $47.35
=======================================================================================================
</TABLE>
(1) Pursuant to Rule 457, the offering price of such shares is estimated solely
for the purpose of determining the registration fee and is based on the average
closing bid and asked price on June 10, 1997.
<PAGE>
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996 filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934.
(b) The Company's Quarterly Report on Form 10-QSB for the three
months ended March 31, 1997.
(c) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the
Commission on May 28, 1996 under Section 12 of the
Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement, 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.
Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Martin C. Licht, a director of the Company, is a member of Lane &
Mittendorf LLP, counsel to the Company.
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<PAGE>
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits, in
general, a Delaware corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or she
was a director or officer of the corporation, or served another entity in any
capacity at the request of the corporation, against any judgment, fines, amounts
paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.
The Company's Certificate of Incorporation provides, in general, that
the Company shall indemnify, to the fullest extent permitted by Section 145 of
the DGCL, any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in, or covered by, said section. The Certificate of
Incorporation also provides that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions taken in his or her official capacity
and as to acts in another capacity while holding such office.
In accordance with that provision of the Certificate of Incorporation,
the Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at the Company's request) made, or threatened
to be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be available if a
judgment or other final adjudication adverse to such director or officer
establishes that (i) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty or (ii) he or she personally gained
in fact a financial profit or other advantage to which he or she was not legally
entitled.
There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
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<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Number Description of Exhibit
5.1 -- Opinion of Lane & Mittendorf LLP, counsel to the Company.
10.1 -- Consulting Agreement by and between the Company and Susquehana
Holding Corp.
23.1 -- Consent of Goldstein Golub Kessler & Company, P.C.
Item 9. UNDERTAKINGS.
1. The undersigned, Company, hereby undertakes:
(a) To file, during any period in which the Company offers or sells
securities, a post-effective amendment(s) to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(2) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(3) To include any additional or changed 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 1(a)(1) and 1(a)(2) 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.
(b) 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; and
(c) 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.
2. 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
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<PAGE>
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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission (the "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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of 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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<PAGE>
SIGNATURES
The Registrant. 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 June 12, 1997.
CABLE & CO. WORLDWIDE, INC.
By: /s/ Alan Kandall
Alan Kandall, Chief Operating Officer,
and Executive Vice President
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.
Signature Title Date
President, Chief Executive Officer June , 1997
David Albahari and Director
/s/ Alberto Salvucci Chairman of the Board and Director June 12, 1997
Alberto Salvucci
/s/ Alan Kandall Chief Operating Officer, Executive June 12, 1997
Alan Kandall Vice President, Chief Financial and
Accounting Officer, Treasurer and
Director
/s/Martin C. Licht Secretary and Director June 12, 1997
Martin C. Licht
/s/ Steven Katz Director June 12, 1997
Steven Katz
Exhibit 5.1
LANE & MITTENDORF LLP
320 Park Avenue
New York, New York 10022
(212) 508-3200
Facsimile: (212) 508-3230
Cable & Co. Worldwide, Inc. June 12, 1997
724 Fifth Avenue
New York, NY 10019
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the offering (the "Offering") of 500,000 shares of Common
Stock, $.01 par value (collectively, the "Securities") of Cable & Co. Worldwide,
Inc., a Delaware corporation (the "Company"), being registered on behalf of the
Company, as described in the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission as subsequently amended from time to time
(collectively, the "Registration Statement").
In furnishing our opinion, we have examined copies of the Registration
Statement and the Exhibits thereto. We have conferred with officers of the
Company and have examined the originals or certified, conformed or photostatic
copies of such records of the Company, certificates of officers of the Company,
certificates of public officials, and such other documents as we have deemed
relevant and necessary under the circumstances as the basis of the opinion
expressed herein. In all such examinations, we have assumed the authenticity of
all documents submitted to us as originals or duplicate originals, the
conformity to original documents of all document copies, the authenticity of the
respective originals of such latter documents, and the correctness and
completeness of such certificates. Finally, we have obtained from officers of
the Company such assurances as we have considered necessary for the purposes of
this opinion.
Based upon and subject to the foregoing and such other matters of fact
and questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that when the Securities to be sold for the
account of the Company shall have been sold as contemplated in the Registration
Statement, then all of the Securities, upon execution and delivery of proper
certificates therefor, will be duly authorized, validly issued and outstanding,
fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
and in the prospectus forming a part of the Registration Statement (the
"Prospectus"), to references to this opinion contained therein under the caption
of the Prospectus entitled "Legal Matters," and to the inclusion of this opinion
in the Exhibits to the Registration Statement.
<PAGE>
It should be noted that Martin C. Licht, a partner of this firm,
serves in a business capacity on the Board of Directors of the Company. No
knowledge that he may have as a result of his business association with the
Company is to be imputed to this firm.
We are members of the Bar of the State of New York and we do not express
herein any opinion as to any matters governed by any law other than the law of
the State of New York, the corporate law of the State of Delaware, and the
Federal laws of the United States.
This opinion is limited to the matters set forth herein, and may not be
relied upon in any matter by any other person or used for any other purpose
other than in connection with the corporate authority for the issuance of the
Securities pursuant to and as contemplated by the Registration Statement.
Very truly yours,
LANE & MITTENDORF LLP
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of May 1, 1997 between Cable & Co.
Worldwide, Inc., a Delaware corporation (the "Company") having an office at 724
Fifth Avenue, New York, New York 10019, and Susquehana Holding Corp., a Delaware
Corporation, having an office at 230 Mathers Road, Ambler, Pennsylvania 19002
("Susquehana" or the "Consultant").
W I T N E S S E T H:
WHEREAS, the Company wishes to retain Consultant to provide the Company
with certain consulting services and Consultant is willing to provide such
consulting services, on the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements hereinafter contained, the parties hereby agree
as follows:
Section 1. Retention of Susquehana. The Company hereby retains and
engages Susquehana, and Susquehana hereby accepts such engagement, in each
case subject to the terms and conditions of this Agreement.
Section 2. Services.
(a) On the terms and subject to the conditions herein contained, the
Company hereby engages Consultant as a consultant, and Consultant hereby accepts
such engagement. Consultant's duties shall be to consult with the Board of
Directors and management of the Company, from time to time, as requested by the
Company with regard to operations, strategic planning and business development
including marketing of products and targeting of acquisitions for the Company
and such other aspects of the business of the Company as Consultant and the
Company may agree from time to time.
(b) In connection with any proposal made by Susquehana pursuant to this
Agreement, the Company and Susquehana acknowledge that the Company shall not be
obligated to accept such proposal or further obligate itself hereunder.
Section 3. Compensation.
(a) The Company shall pay to Susquehana $100,000 as compensation for
the services specified in Section 2 hereof. The Company acknowledges that it
does not currently have the financial ability to pay for Susquehana's services
in cash. Therefore, in lieu of such cash payment and in consideration of
services heretofore rendered, and to be rendered by Susquehana, pursuant to
this Agreement, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the Company, the Company,
concurrently with
<PAGE>
the execution hereof, shall issue to Susquehana 500,000 shares (the "Shares")
of the Company's common stock, par value $0.01 per share (the "Common Stock").
Section 4. Assignability of Shares. The Shares have not been registered
under the Securities Act or any state securities law and shall not be
transferred, sold, assigned or hypothecated in violation thereof. If permitted
by the foregoing, any such transfer, sale, assignment or hypothecation shall be
effected by Susquehana by surrendering the Shares for assignment at the office
of the Company, accompanied by an opinion of counsel satisfactory to the Company
and its counsel, stating that such transfer does not violate the Securities Act
or any applicable state securities law.
Section 5. Non-Competition. Susquehana acknowledges that in the course of
its engagement it will become familiar with trade secrets and other confidential
information (collectively, "Confidential Information") concerning the Company
and that its services will be special, unique and extraordinary to the Company.
Subject to the limitations set forth herein, Susquehana agrees that during the
Term and for a period of one year thereafter it shall not directly or indirectly
own, manage, control, participate in, consult with, render services for, or in
any manner engage in any business competing with the business of the Company as
such business exists within any geographical area in which the Company conducts
its business. In addition, Susquehana shall not solicit, interfere with or
conduct business with any vendors, customers or employees of the Company during
the term of this Agreement or for a period of one year after the termination
hereof. In the event the Company breaches any of its duties or obligations under
this Agreement, the Company agrees that Susquehana shall not be bound by the
provisions of this Agreement, except for the provisions of the immediately
following sentence. Susquehana agrees that it shall not disclose to any third
party any Confidential Information and shall not use any Confidential
Information for any purpose other than the performance of its duties under this
Agreement.
Section 6. Term.
(a) This Agreement shall be for a term of one (1) year commencing on the
date hereof.
Section 7. Representations and Warranties of Susquehana. Susquehana
represents and warrants to the Company that it is not acquiring the Securities
with a view to, or for resale in connection with, any distribution in violation
of the Securities Act of 1933, as amended.
Section 8. Indemnification.
(a) The Company agrees to indemnify and hold harmless Susquehana and
its directors, officers and affiliates against any and all losses, claims,
damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
and disbursements (and all actions, suits, proceedings and investigations in
respect thereof and any and all legal or other costs, expenses and disbursements
in giving testimony or furnishing documents in response to a subpoena or
otherwise), including, without limitation, the costs, expenses, and
disbursements, as and when
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<PAGE>
incurred, of investigating, preparing or defending any such action, proceeding
or investigation (whether or not in connection with litigation to which
Susquehana is a party), directly or indirectly, caused by, relating to, based
upon, arising out of or in connection with information provided by the Company
which contains a material misrepresentation or material omission in connection
with the provision of services by Susquehana under this Agreement; provided,
however, such indemnity agreement shall not apply to any portion of any such
loss, claim, damage, obligation, penalty, judgment, award, liability, cost,
expense or disbursement to the extent it is found by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
Susquehana. The Company also agrees that Susquehana shall not have any
liability (whether direct or indirect in contract or tort or otherwise) to the
Company or to any person (including, without limitation, Company shareholders)
claiming through the Company for or in connection with the engagement of
Susquehana, except to the extent that any such liability results from
Susquehana's gross negligence or willful misconduct. This indemnification shall
survive the termination of this Agreement.
(b) Each party entitled to indemnification under this agreement (the
"Indemnified Party"), shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 8. Each Indemnified
Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with defense of such claim and any litigation
resulting therefrom.
Section 9. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to the conflict of law principles thereof.
Section 10. Entire Agreement; Amendments. This Agreement contains the
entire agreement and understanding between the parties and supersedes and
preempts any prior understanding or agreements, whether written or oral. The
provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and Susquehana.
Section 11. Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and shall be enforceable by Susquehana and the Company
and their respective successors and permitted assigns.
Section 12. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed effective and given upon
actual delivery if presented
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<PAGE>
personally, one business day after the date sent if sent by prepaid telegram,
overnight courier service, telex or facsimile transmission or five business days
if sent by registered or certified mail, return receipt requested, postage
prepaid which shall be addressed to the following addresses:
If to the Company:
Cable & Co. Worldwide, Inc.
724 Fifth Avenue
New York, New York 10019
Attn: Alan Kandall, Executive Vice President
If to Susquehana:
230 Mathers Road
Ambler, Pennsylvania 19002
Attention: Norbert Zeelander
Section 13. Assignability. Except for the right of Susquehana to sell,
transfer or otherwise dispose of the Shares, neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by either the Company or Susquehana without the prior
written consent of the other party hereto.
Section 14. Severability. If any provision of this Agreement or the
application of any such provision to any person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof.
Section 15. Section and Other Headings. The section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
Section 16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on May
1, 1997 as of the date first written above.
CABLE & CO. WORLDWIDE, INC.
By: /s/ Alan Kandall
Name: Alan Kandall
Title: Executive Vice President
Susquehana HOLDING CORP.
By: /s/ Norbert Zeelander
Name: Norbert Zeelander
Title: President
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors and Shareholders
Cable & Co. Worldwide, Inc.
We hereby consent to the incorporation by reference in the accompanying
Prospectus constituting part of the Registration Statement on Form S-8 of our
report dated February 17, 1997 except for the fourth paragraph of Note 5, as to
which the date is March 18, 1997, related to the consolidated balance sheet of
Cable & Co. Worldwide, Inc. and Subsidiary as of December 31, 1996, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for each of the two years in the period ended December 31, 1996, which
report appears in the Annual Report on Form 10-KSB of Cable & Co. Worldwide,
Inc. for the year ended December 31, 1996.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
June 12, 1997
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