<PAGE>
As filed with the Securities and Exchange Commission
on August 30, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Boston Communications Group, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-3026859
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Sylvan Road
Woburn, Massachusetts 01801
(Address of Principal Executive Offices) (Zip Code)
NON-QUALIFIED STOCK OPTIONS PURSUANT TO
WRITTEN OPTION AGREEMENTS
(Full title of the Plan)
Mr. George K. Hertz
President and Chief Executive Officer
Boston Communications Group, Inc.
100 Sylvan Road
Woburn, Massachusetts 01801
(Name and address of agent for service)
(617) 692-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per share 653,278 shares(1) $15.375(2) $10,044,149.25(2) $3,463.42
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</TABLE>
(1) The number of shares being registered represents the aggregate
number of shares of Common Stock underlying non-qualified
options granted to the following employees of the Registrant
pursuant to written option agreements:
Optionee Date of Grant Number of Shares
George Hertz 2/6/96 522,624
Frederick von Mering 2/6/96 130,654
(2) Estimated solely for the purpose of calculating the
registration fee, and based on the average of the high and low
prices as reported by the Nasdaq National Market on
August 26, 1996, in accordance with Rules 457(c) and 457(h) of
the Securities Act of 1933, as amended.
Page 1 of ___ pages
Exhibit Index begins on page ___
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to holders of non-qualified stock options
represented by written option agreements to purchase shares of Common
Stock, $.01 per value per shares, of Boston Communications Group,
Inc., a Massachusetts corporation (the "Registrant"), pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Section 13(a), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files, reports, proxy statements and other
information with the Securities and Exchange Commission. The
following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited
financial statements for the Registrant's latest fiscal year for
which such statements have been filed.
(2) The description of the Common Stock, $.01 par value per
share, of the Registrant (the "Common Stock"), contained in a
registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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
shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
Article 6 of the Company's Restated Articles of Organization
provides that the Company shall indemnify each person who is or was a
director, officer, employee or other agent of the Company, and each
person who is or was serving at the request of the Company as a
director, trustee, officer, employee or other agent of another
organization in which it directly or indirectly owns shares or of
which it is directly or indirectly a creditor, against all
liabilities, costs and expenses reasonably incurred by any such
persons in connection with the defense or disposition of or otherwise
in connection with or resulting from any action, suit or other
proceeding in which they may be involved by reason of being or having
been such a director, officer, employee, agent or trustee, or by
reason of any action taken or not taken in such capacity, except with
respect to any matter as to which such person shall have been finally
adjudicated by a court of competent jurisdiction not to have acted in
good faith in the reasonable belief that his or her action was in the
best interests of the Company. The provisions in the Company's
articles pertaining to indemnification may not be amended and no
provision inconsistent therewith may be adopted without the approval
of either the Board of Directors or the holders of at least a
majority of the voting power of the Company. Section 67 of
Chapter 156B of the Massachusetts Business Corporation Law authorizes
a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief
that such action was in the best interests of the corporation.
The Company maintains directors' and officers' liability
insurance for the benefit of its directors and certain of its
officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
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<PAGE>
Item 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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;
(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;
and
(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 (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, 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
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
-3-
<PAGE>
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 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.
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<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 Boston,
Massachusetts, on this 26th day of August, 1996.
BOSTON COMMUNICATIONS GROUP, INC.
By: /s/ George K. Hertz
George K. Hertz
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Boston
Communications Group, Inc. hereby severally constitute and appoint
George K. Hertz, Frederick E. von Mering and Thomas L. Barrette,
Jr., and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in
our names, in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all amendments to
said Registration Statement and generally to do all such things in
our name and behalf in our capacities as officers and directors to
enable Boston Communications Group, Inc., to comply with the
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
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<PAGE>
WITNESS our hands and common seal on the date set forth
below.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated as of August 26, 1996.
Signature Title
/s/ George K. Hertz President and Chief
George K. Hertz Executive Officer
/s/ Frederick E. von Mering Vice President - Finance
Frederick E. von Mering and Administration (Principal
Financial and Accounting
Officer)
/s/ Paul J. Tobin Chairman of the Board
Paul J. Tobin of Directors
/s/ Brian E. Boyle Vice Chairman of the
Brian E. Boyle Board of Directors
/s/ Jerrold D. Adams Director
Jerrold D. Adams
/s/ Craig L. Burr Director
Craig L. Burr
/s/ James L. McLean Director
James L. McLean
/s/ Paul R. Gudonis Director
Paul R. Gudonis
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<PAGE>
Exhibit Index
Exhibit
Number Description Page
4.1 Restated Articles of Organization. (1) --
4.2 By-laws. (2) --
4.3 Specimen Certificate of Common Stock --
of the Registrant. (3)
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr
(included in Exhibit 5.1) --
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature --
page of this Registration Statement)
______________________
(1) Incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (File No.
333-11139).
(2) Incorporated herein by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-4128).
(3) Incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-4128).
<PAGE>
Exhibit 5.1
HALE AND DORR
60 State Street
Boston, MA 02109
August 30, 1996
Boston Communications Group, Inc.
100 Sylvan Road
Woburn, MA 01801
Re: Boston Communications Group, Inc. Non-Qualified Stock Options
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 653,278 shares of Common Stock, $.01 par value per share
(the "Shares"), of Boston Communications Group, Inc. a Massachusetts corporation
(the "Company"), issuable pursuant to written option agreements.
We have examined the Restated Articles of Organization of the Company and
the By-Laws of the Company, each as amended to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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 latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued pursuant to the written option agreements,
as described in the Registration Statement, and such shares, when issued in
accordance with the terms of the written option agreements, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Forms S-8) pertaining to the Non-Qualified Stock Options
Pursuant to Written Option Agreement of Boston Communications Group,
Inc., of our report dated February 29, 1996, except for Notes 8 and
11 as to which the date is April 26, 1996, with respect to the
financial statements and schedule of Boston Communications Group,
Inc., included in its Registration Statement (Form S-1 No. 333-4128)
filed with the Securities and Exchange Commission.
August 26, 1996
Boston, Massachusetts
<PAGE>
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Forms S-8) pertaining to the Non-Qualified Stock Options
Pursuant to Written Option Agreement of Boston Communications Group,
Inc., of our report dated April 19, 1996, with respect to the
financial statements of Voice Systems Technology, Inc., included in
the Boston Communications Group, Inc's Registration Statement
(Form S-1 No. 333-4128) filed with the Securities and Exchange
Commission.
August 26, 1996
Philadelphia, Pennsylvania
