As filed with the Securities and Exchange Commission on October 10, 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)
David Albahari Non-Qualified Stock Options
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================================================
Amount to Proposed
Title of Each Class of Securities be Proposed Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share(1) Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01 par value 901,756 $0.34375 $309,979 $93.93
("Common Stock")...............................
- ---------------------------------------------------------------------------------------------------------------------
Total Registration Fee........................... $93.93
=====================================================================================================================
</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 October 7, 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 six
months ended June 30, 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.
-2-
<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.
-3-
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Number Description of Exhibit
4.1 -- Option Agreement between David Albahari and the Company
5.1 -- Opinion of Lane & Mittendorf LLP, counsel to the Company.
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
-4-
<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.
-5-
<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 October 9, 1997.
CABLE & CO. WORLDWIDE, INC.
By: /s/ Alan Kandall
Alan Kandall, Chief Executive Officer
By: /s/ Joel Brooks
Joel Brooks, Chief Financial 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.
Signature Title Date
Chairman of the Board and Director October , 1997
Alberto Salvucci
/s/ Alan Kandall President and Chief Executive Officer October 9, 1997
Alan Kandall and Director
/s/ Martin C. Licht Secretary and Director October 9, 1997
Martin C. Licht
/s/ Steven Katz Director October 9, 1997
Steven Katz
EXHIBIT 4.1
CABLE & CO. WORLDWIDE, INC.
STOCK OPTION AGREEMENT
This Agreement, dated as of July 21, 1997 by and between Cable & Co. Worldwide,
Inc., a Delaware corporation (the "Company"), and David Albahari (the
"Optionee").
W I T N E S S E T H:
WHEREAS, pursuant to a meeting of the Board of Directors on July 14, 1997, the
Company considers it to be in its best interests and in the best interests of
its stockholders that the Optionee be given the opportunity to acquire a
proprietary interest in the Company by possessing an option to purchase certain
shares of common stock, par value $.01 per share (the "Common Stock"), of the
Company in accordance with the provisions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual promises contained
herein, it is agreed by and between the parties as follows:
1. Grant of Option. The Company hereby grants to Optionee the right,
privilege and option (the "Option") to purchase all or any part of 901,756
shares of Common Stock (the "Option Shares") at a purchase price of $.01 per
share in the manner and subject to the conditions provided herein.
2. Time of Exercise of Option. The Option is exercisable in full
commencing on the date hereof, subject to the terms of this Agreement.
3. Method of Exercise. The Option shall be exercised by written notice
directed to the Company at the Company's principal place of business,
accompanied by a check in payment of the option price for the number of Option
Shares specified and paid for in full. The Company shall make prompt delivery of
such Option Shares once payment clears, provided that if any law or regulation
requires the Company to take any action with respect to the Option Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Option Shares shall be extended for the period necessary to take such
action. If the Optionee fails to pay for any of the Option Shares specified in
such notice or fails to accept delivery thereof, the Optionee's right to
purchase such Option Shares may be terminated by the Company. The date specified
in the Optionee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date. No
fractional shares may be purchased hereunder.
<PAGE>
4. Cashless Exercise. At any time during the term, the Optionee may, at
its election, exchange these options, in whole or in part (an "Option
Exchange"), into the number of shares determined in accordance with this
paragraph 4 by surrendering these Options at the principal office of the
Company, accompanied by a notice stating the Optionee's intent to effect such
exchange, the number of shares to be exchanged and the date on which the
Optionee requests that such Option Exchange occur (the "Notice of Exchange").
The Option Exchange shall take place on the date specified in the Notice of
Exchange or, if later, the date the Notice of Exchange is received by the
Company (the "Exchange Date"). Certificates for the shares issuable upon such
Option Exchange and, if applicable, a new Option of like tenor evidencing the
balance of the shares remaining subject to this Option, shall be issued as of
the Exchange Date and delivered to the Optionee within seven (7) business days
following the Exchange Date. In connection with any Option Exchange, this Option
shall represent the right to subscribe for and acquire the number of shares
(rounded to the next highest integer) equal to (i) the number of shares
specified by the Optionee in its Notice of Exchange (the "Total Number") less
(ii) the number of shares equal to the quotient obtained by dividing (A) the
product of the Total Number and the then existing exercise price by (B) the
current market value of a share of the Company's common stock.
5. Termination of Option. The Option and all rights granted by this
Agreement, to the extent such rights have not been exercised, will terminate and
become null and void ten years from the date hereof.
6. Adjustments in Event of Change in Common Stock. In the event of any
change in the Common Stock by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting the Common Stock, the number and kind
of Option Shares subject to Option hereunder and the purchase price per Option
Share thereof shall be appropriately adjusted consistent with such change in
such manner as the Committee may reasonably deem equitable.
7. Rights Prior to Exercise of Option. The Optionee shall have no
rights as a stockholder of the Company with respect to the Option Shares until
full payment of the option price and delivery of such Option Shares as herein
provided. Nothing contained herein or in the Plan shall be construed as creating
or evidence of any agreement on the part of the Company to continue to employ or
retain the Optionee in any capacity.
8. Investment Representation. The Optionee, as a condition to the
Optionee's exercise of this Option, shall represent to the Company that the
shares of Common Stock that the Optionee acquires hereunder are being acquired
by the Optionee for investment and not with a view to distribution or resale
thereof, unless counsel for the Company is then of the opinion that such a
representation is not required under the Securities Act of 1933, as amended, or
any other applicable law, regulation or rule of any governmental agency, except
that this representation shall not apply to any transaction by Optionee pursuant
to a registration statement under the Securities Act.
-2-
<PAGE>
9. Waiver; Entire Agreement. No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof.
10. Governing Law. The validity, construction, interpretation and
effect of this Agreement shall exclusively be governed by and determined in
accordance with the internal laws of the State of New York, which is the sole
jurisdiction in which any issues relating to this Agreement may be litigated.
11. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.
CABLE & CO. WORLDWIDE, INC.
By: /s/ Alan Kandall
Alan Kandall, President
THE OPTIONEE
/s/ David Albahari
David Albahari
-3-
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. October 9, 1997
724 Fifth Avenue
New York, NY 10019
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the offering (the "Offering") of 901,756 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
-1-
<PAGE>
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.
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
-2-
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors and Shareholders of
Cable & Co. Worldwide, Inc.
We hereby consent to the incorporation by reference in 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, on 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
then ended, which report appears in the December 31, 1996 annual report on Form
10-KSB of Cable & Co. Worldwide, Inc.
/s/ Goldstein Golub Kessler & Company, P.C.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
October 10, 1997
-1-
