<PAGE>
As filed with the Securities and Exchange Commission
on August 13, 1999
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 No.)
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)
E. Y. Snowden
President and Chief Executive Officer
Boston Communications Group, Inc.
100 Sylvan Road
Boston, Massachusetts 02109
----------------------------------------------
(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 Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 110,000 shares(1) $7.83(2) $861,300(2) $240
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents the aggregate number of
shares of Common Stock underlying non-qualified options to be granted to
Jerrold D. Adams, an employee of the Registrant pursuant to written option
agreements as an inducement to such employee becoming employed by the
Registrant.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, and based upon the average of the high and low prices of
the Registrant's Common Stock as reported by the Nasdaq National Market on
August 10, 1999 in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933.
Page 1 of 11 pages.
Exhibit Index begins on page 8.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the recipient of the Non-qualified Stock Options represented by written
option agreements to purchase shares of Common Stock, $.01 par value per share
(the "Common Stock"), 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 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 annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or the 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) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (1) above.
(3) The description of the Common Stock of the Registrant
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.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article 6 of the Company's Restated Articles of Organization (the "Restated
Articles") 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 Restated 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.
Item 9. Undertakings
------------
1. The Registrant hereby undertakes:
-3-
<PAGE>
(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;
(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.
(2) 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.
(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.
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 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 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.
-4-
<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 Woburn, Massachusetts, on this 13th day of August, 1999.
BOSTON COMMUNICATIONS GROUP, INC.
By: /s/ E. Y. Snowden
--------------------------------------
E. Y. Snowden
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Boston Communications Group,
Inc. hereby severally constitute and appoint E. Y. Snowden, Fritz von Mering,
Alan J. Bouffard, 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 filed herewith, and any and all amendments to said Registration
Statement (or any other Registration Statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933) and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable Boston Communications Group, Inc.
to comply with the Securities Act of 1933, 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 any
such Registration Statement and any and all amendments thereto.
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 dates indicated.
SIGNATURE TITLE DATE
/s/ E. Y. Snowden President, Chief )
- ---------------------- Executive ) August 13, 1999
E. Y. SNOWDEN Officer and Director )
(Principal Executive )
Officer)
/s/ Fritz von Mering Vice President, Executive )
- ---------------------- Officer and Director ) August 13, 1999
FRITZ VON MERING )
/s/ Karen A. Walker Vice President, Financial )
- ---------------------- Administration (Principal ) August 13, 1999
KAREN A. WALKER Financial and Accounting )
Officer and Duly )
Authorized Officer) )
-5-
<PAGE>
)
/s/ Paul J. Tobin Chairman of the Board of ) August 13, 1999
- ---------------------- Directors )
PAUL J. TOBIN )
)
/s/ Brian E. Boyle Vice Chairman of the ) August 13, 1999
- ---------------------- Board of Directors )
BRIAN E. BOYLE )
)
/s/ Jerrold D. Adams Director ) August 13, 1999
- ---------------------- )
JERROLD D. ADAMS )
)
/s/ Craig L. Burr Director ) August 13, 1999
- ---------------------- )
CRAIG L. BURR )
)
/s/ Paul R. Gudonis Director ) August 13, 1999
- ---------------------- )
PAUL R. GUDONIS )
)
/s/ Gerald Segal Director ) August 13, 1999
- ---------------------- )
GERALD SEGAL )
)
/s/ Mark J. Kington Director ) August 13, 1999
- ---------------------- )
MARK J. KINGTON )
-6-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
4.1 Restated Articles of Organization, as amended (1)
4.2 Amended and Restated By-Laws (2)
4.3 Specimen Certificate for shares of Common Stock, $.01 par value
per share, of the Registrant (2)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 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 the Registrant's Registration Statement
on Form S-8 (File No. 333-11139).
(2) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-4128).
<PAGE>
EXHIBIT 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 . FAX 617-526-5000
August 13, 1999
Re: Boston Communications Group, Inc. Non-qualified Stock Options
-------------------------------------------------------------
pursuant to written option agreements
-------------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of 110,000
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 and the Restated 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 our 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 copies, the authenticity of the originals of such latter documents and
the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts and the federal
laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement to be issued pursuant to the written option agreements, as described
in the Registration Statement, and the Shares, when issued and paid for in
accordance with the terms of the written option agreements will be validly
issued, fully-paid and nonassessable.
WASHINGTON, D.C. BOSTON, MA LONDON, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
Boston Communications Group, Inc.
August 13, 1999
Page 2
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
-------------------------
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8), dated August 13, 1999, pertaining to the Non-Qualified Stock Options
Pursuant to Written Option Agreements of Boston Communications Groups, Inc. of
our report dated January 29, 1999, with respect to the consolidated financial
statements and schedule of Boston Communications Group, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
August 13, 1999
