<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SOURCE SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2690960
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
5580 LBJ FREEWAY, SUITE 300, DALLAS, TEXAS 75240
(Address of Principal Executive Offices including Zip Code)
1994 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
1995 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
SOURCE SERVICES CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
SOURCE SERVICES CORPORATION 1996 STOCK OPTION PLAN
(Full title of plans)
D. LES WARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SOURCE SERVICES CORPORATION
5580 LBJ FREEWAY, SUITE 300, DALLAS, TEXAS 75240
(972) 385-3002
(Name, address and telephone number of agent for service)
WITH A COPY TO:
David J. Kaufman
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60661
(312) 902-5200
<TABLE>
<CAPTION>
===========================================================================================================================
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.02 par value . . . . 43,500 shares (1) $ 8.07(2) $ 351,045 $ 106
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.02 par value . . . . 429,250 shares (3) See footnote 4 below $ 5,619,215(5) $1,703
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.02 par value . . . . 644,250 shares (6) $24.75(7) $15,945,188 $4,832
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL: 1,117,000 $21,915,448 $6,641
===========================================================================================================================
</TABLE>
(1) This subtotal represents the number of shares previously issued to the
selling stockholders that are to be registered and offered by them.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based on the fair market value of the shares on the date the
selling stockholders received the shares, the fair market value of the
shares having been calculated on of December 31, 1995, prior to the
Company's initial public offering.
(3) This subtotal represents the sum of shares issuable upon exercise of
options that have previously been granted under the 1994 Director Incentive
Stock Option Bonus Program, the 1995 Director Incentive Stock Option Bonus
Program, the Source Services Corporation 1996 Non-Employee Directors Stock
Option Program and the Source Services Corporation 1996 Stock Option
Program. Of the total 429,250 shares that will be issuable upon the
exercise of such options, 14,500 shares at the price of $1.67 per share
will be issuable upon exercise of options granted under the 1994 Director
Incentive Stock Option Bonus Program, 29,000 shares at the price of $3.50
per share will be issuable upon the exercise of options granted under the
1995 Director Incentive Stock Option Bonus Program, 6,000 shares at the
price of $20.75 per share and 6,000 shares at the price of $14.00 per share
will be issuable upon exercise of options granted under the Source Services
Corporation 1996 Non-Employee Directors Stock Option Plan, 358,750 shares
at the price of $14.00 and 15,000 shares at the price of $17.50 will be
issuable upon exercise of options granted under the Source Services
Corporation 1996 Stock Option Plan as of the date of this Registration
Statement.
(4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based on the exercise price at which the options outstanding,
whose exercise will result in the issuance of the shares being registered,
may be exercised.
(5) Computed in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options whose exercise will result in
the issuance of shares being registered.
(6) This subtotal represents the sum of shares issuable upon exercise of
options that have not been granted yet under the Source Services
Corporation 1996 Stock Option Plan and the Source Services Corporation 1996
Non-Employee Director Plan as of the date of this Registration Statement.
Of the total 644,250 shares that will be issuable upon the exercise of such
options to be granted in the future, 626,250 shares will be issuable upon
exercise of options to be granted in the future under the 1996 Stock Option
Plan and 18,000 shares will be issuable upon exercise of options to be
granted under the Non-Employee Director's Stock Option Plan.
(7) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon the closing price of the Common Stock as reported in
The Nasdaq National Market on June 18, 1997.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently included
in the prospectus for the Source Services Corporation 1996 Stock Option Plan
the Source Services Corporation 1996 Non-Employee Directors Stock Option Plan,
the 1995 Director Incentive Stock Option Bonus Program and the 1994 Director
Incentive Stock Option Bonus Program (collectively, the "Plans"), and is not
being filed with or included in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").
The Form S-8 has one form of prospectus. The prospectus is to be used
for reoffers and resales of the Company's Common Stock acquired by certain
individuals who are participants in the 1994 Director Incentive Stock Option
Bonus Program. This Prospectus has been prepared in accordance with the
requirements of Form S-3, as required by the conditions specified in General
Instructions C to Form S-8.
<PAGE> 3
SOURCE SERVICES CORPORATION
43,500 SHARES OF COMMON STOCK
5580 LBJ FREEWAY
SUITE 300
DALLAS, TEXAS 75240
(972) 385-3002
This Prospectus relates to up to 43,500 shares (the "Shares") of
common stock, par value $.02 per share (the "Common Stock") of Source Services
Corporation (the "Company"), which may be offered by the Selling Security
Holders (as hereinafter defined) listed herein under the caption "Selling
Security Holders." All 43,500 Shares were acquired by certain individuals who
are participants in the 1994 Director Incentive Stock Option Bonus Program.
The 43,500 Shares covered by this Prospectus may be offered by the
Selling Security Holder from time to time in transactions on the Nasdaq Stock
Market ("Nasdaq"), at prices and terms then obtainable, through negotiated
transactions at negotiated prices, or through underwriters, broker-dealers or
otherwise; however, there is no commitment to sell any of these Shares. The
amount of Shares offered will be determined from time to time by each Selling
Security Holder at his sole discretion. The Company will not receive any part
of the proceeds of any sales. Any brokers' commissions, discounts, or other
underwriters' compensation will be paid by the Selling Security Holder. None
of the Shares offered pursuant to this Prospectus has been registered prior to
the filing of the Registration Statement of which this Prospectus is a part.
The Selling Security Holders, and the broker-dealers through whom
sales may be made, may, the Company not so conceding, be deemed to be
underwriters under the Securities Act of 1933 (the "Securities Act"), and any
commissions paid or any discounts or concessions allowed to such broker-dealers
may be underwriting discounts and commissions under the Securities Act.
The Company's Common Stock is traded on Nasdaq. On June 24, 1997, the
closing price of the Common Stock on Nasdaq was $28.50 per Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADE-
QUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 25, 1997
1
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or the Selling Stockholders. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall there be any
sale of these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer, solicitation or sale. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that the information contained herein is
correct as of any time subsequent to the date hereof.
2
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and are also available for inspection and copying at
the following regional offices at the Commission: Seven World Trade Center,
13th Floor, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
also be obtained at prescribed rates by mail addressed to the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act with the Commission with
respect to the securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement. The Registration Statement, including
the exhibits and schedules thereto, may be inspected and copied in the manner
and at the sources described above.
The Company was incorporated in Delaware in 1969. Its principal
executive offices are located at 5580 LBJ Freeway, Suite 300, Dallas, Texas
75240 and its telephone number is (972) 385-3002. The Common Stock of the
Company is traded on Nasdaq and is quoted under the symbol "SRSV."
3
<PAGE> 6
SELLING SECURITY HOLDERS
The following table sets forth, as of June 1, 1997, certain
information regarding the beneficial ownership of the outstanding Common Stock
by each Selling Security Holder, both before the offering of the Shares and as
adjusted to reflect the sale of the Shares. Each person named in the following
table is currently a director of the Company and has, to the knowledge of the
Company, sole voting and investment power with respect to the Shares
beneficially owned, except as described below.
<TABLE>
<CAPTION>
Beneficial
Ownership After
Offering(2)
Beneficially Number of ---------------------
Owned Prior Shares Being Number of
Name of Selling Security Holder to Offering Offered(1) Shares Percent
- ------------------------------------------------- -------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Adrian Alter (3)(4) . . . . . . . . . . . . . 15,800 14,500 1,300 *
Paul M. Bass, Jr. (3)(4) . . . . . . . . . . 15,500 14,500 1,000 *
Wayne D. Emigh (3)(4) . . . . . . . . . . . . 36,333 14,500 21,833 *
</TABLE>
- --------------------
* less than 1%.
(1) Represents the maximum number of Shares that may be sold by each Selling
Security Holder pursuant to this Prospectus.
(2) Assumes the Selling Security Holders sell all of their Shares pursuant to
this Prospectus. The Selling Security Holders may sell all or part of
their Shares.
(3) Shares beneficially owned includes shares of Common Stock subject to
options exercisable within 60 days as follows: Messrs. Alter, Bass and
Emigh -- 1,000 each.
(4) Shares beneficially owned includes 14,500 shares of Common Stock held in
the Adrian and Sue Alter Family Trust and 300 shares of Common Stock held
by Sue Alter; 35,333 shares of Common Stock held in the Wayne D. and
Glenda L. Emigh Family Trust; and 14,500 shares of Common Stock held in
the Bass Family Trust. Under the rules and regulations of the Securities
and Exchange Commission, Messrs. Alter, Emigh and Bass may not be deemed
the beneficial owner of such shares.
4
<PAGE> 7
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Security Holder acting as principal
for his own account through market transactions on Nasdaq, in one or more
negotiated transactions at negotiated prices, or otherwise. The sale of Shares
may be offered to or through underwriters, brokers or dealers, and such
underwriters, brokers or dealers may receive compensation in the form of
underwriting discounts, commissions or concessions from the Selling Security
Holder and/or the purchasers of the Shares for whom they act as agent. The
Selling Security Holder and any underwriters, brokers or dealers that
participate in the distribution of the Shares may, the Company not so
conceding, be deemed to be underwriters and any compensation received by them
and any provided pursuant to the sale of the Shares by them might be deemed to
be underwriting discounts and commissions under the Shares Act. In order to
comply with certain states' securities laws, if applicable, the Shares will be
sold in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
Any Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurances that the Selling Stockholders will sell any
or all of the Shares offered hereunder.
DESCRIPTION OF COMMON STOCK
The Shares offered hereby are shares of Common Stock, $.02 par value,
of the Company. Holders of Common Stock are entitled to one vote per share, to
receive dividends when and if declared by the Board of Directors and to share
ratably in the assets of the Company legally available for distribution to its
stockholders in the event of liquidation. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. All outstanding
shares of Common Stock are duly authorized, fully paid and nonassessable. The
holders of Common Stock do not have cumulative voting rights. The holders of a
majority of the shares of Common Stock can elect all the directors and can
control the management and affairs of the Company. While the Board of
Directors has authority, within certain limitations, to issue shares of
Preferred Stock which would have one or more preferences over the Common Stock,
no Preferred Stock is currently outstanding and the Company has no present
plans to issue any Preferred Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Company are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996;
2. The Company's Current Report on Form 8-K, dated May 30, 1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1997; and
5
<PAGE> 8
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed July 29, 1996
pursuant to Section 12 of the Exchange Act, including any
subsequent amendments thereto and any reports filed for the
purpose of updating such descriptions.
5. The description of the Company's preferred stock purchase
rights contained in the Company's Registration Statement on
Form 8-A filed June 5, 1997 pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports filed for
the purpose of updating such descriptions.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the filing of a post-effective amendment to the
Registration Statement, of which this Prospectus forms a part, which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
herein). Requests for such copies should be directed to the Chief Financial
Officer, Source Services Corporation, 5580 LBJ Freeway, Suite 300, Dallas,
Texas 75240. The Company's telephone number is (972) 385-3002.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby have been passed upon for the Company by Katten Muchin & Zavis,
a partnership including professional corporations, Chicago, Illinois.
6
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the SEC by the Company
are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996;
2. The Company's Current Report on Form 8-K, dated May 30, 1997;
3. The Company's Quarterly Reports on Form 10-Q for the quarter
ended March 30, 1997;
4. The description of the Company's Common Stock, $.02 par value
(the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed July 29, 1996 pursuant to Section
12 of the Exchange Act, including any subsequent amendments
thereto and any reports filed for the purpose of updating such
descriptions; and
5. The description of the Company's preferred stock purchase
rights contained in the Company's Registration Statement on
Form 8-A filed June 5, 1997 pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports filed for
the purpose of updating such descriptions.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XIII of the Company's Restated Certificate of Incorporation,
and Article VI of the Company's Amended and Restated ByLaws, provide that the
Company is generally required to indemnify its directors and officers for all
judgments, fines, settlements, legal fees and other expenses incurred in
connection with pending or threatened legal proceedings because of the
director's or officer's position
II-1
<PAGE> 10
with the Company or another entity that the director or officer serves at the
Company's request, subject to certain conditions, and to advance funds to its
directors and officers to enable them to defend against such proceedings. To
receive indemnification, the director or officer must have been successful in
the legal proceeding or acted in good faith and in what was reasonably believe
to be a lawful manner and in the Company's best interest. The affirmative vote
of the holders of two-thirds or more of the outstanding voting stock of the
Company will be required to amend this provision. The Company has entered into
indemnity agreements with each of its directors and officers. These agreements
may require the Company, among other things, to indemnify such directors
against certain liabilities that may arise by reason of their status or service
as directors, to advance expenses to them as they are incurred, provided that
they undertake to repay the amount advanced if it is ultimately determined by a
court that they are not entitled to indemnification and to obtain directors'
liability insurance if available on reasonable terms.
In addition, Article XII of the Company's Restated Certificate of
Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent
conduct in paying dividends or repurchasing stock out of other than lawfully
available funds or (iv) for any transaction from which the director derives an
improper personal benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
The Company has obtained a directors' and officers' liability
insurance policy which entitles the Company to be reimbursed for certain
indemnity payments it is required or permitted to make to its directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1* Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, as amended, File Number
33-4691 (the "IPO Registration Statement").
4.2* Amended and Restated By-laws of the Company, incorporated by
reference to Exhibit 3.2 to the IPO Registration Statement.
4.3* Source Services Corporation 1996 Stock Option Plan,
incorporated by reference to Exhibit 10.2 to the IPO
Registration Statement.
4.4* Source Services Corporation 1996 Non-Employee Directors Stock
Option Plan, incorporated by reference to Exhibit 10.5 to the
IPO Registration Statement.
4.5 1994 Director Incentive Stock Option Bonus Program.
4.6 1995 Director Incentive Stock Option Bonus Program.
II-2
<PAGE> 11
4.7* Form of Director Incentive Stock Option Bonus Agreement,
incorporated by reference to Exhibit 10.9 to the IPO
Registration Statement.
5 Opinion of Katten Muchin & Zavis as to the legality of the
shares of common stock being offered under the Plan.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
- --------------------
* Incorporated herein by reference.
II-3
<PAGE> 12
ITEM 9. UNDERTAKINGS.
1. The Company 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 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;
(iii) To include any material information with
respect to the plan of distribution required to be but not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(i) and (a)(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 Exchange Act
that are incorporated by reference in the Registration Statement.
(b) 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.
(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 Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment and each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC 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 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 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.
II-4
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas, on this 25th day of June,
1997.
SOURCE SERVICES CORPORATION
By: /s/ D. LES WARD
--------------------------------
D. Les Ward
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints D. Les Ward and Richard M. Dupont and, each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
revocation, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto each such
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 such person might or could do
in person, hereby ratifying and confirming each act that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 25, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------- -------------------------------------------------------
<S> <C>
/s/ D. LES WARD Chief Executive Officer, President and Director
- ----------------------------------------- (Chief Executive Officer)
D. Les Ward
/s/ RICHARD M. DUPONT Vice President, Chief Financial Officer and Secretary
- ----------------------------------------- (Chief Financial Officer and Accounting Officer)
Richard M. Dupont
/s/ JOHN N. ALLRED
- -----------------------------------------
John N. Allred Director
/s/ ADRIAN ALTER
- -----------------------------------------
Adrian Alter Director
/s/ PAUL M. BASS, JR.
- -----------------------------------------
Paul M. Bass, Jr. Director
/s/ WAYNE D. EMIGH
- -----------------------------------------
Wayne D. Emigh Director
/s/ JOHN G. SIFONIS
- -----------------------------------------
John G. Sifonis Director
- -----------------------------------------
Karl A. Vogeler Director
</TABLE>
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ----------- ------------------------------------------------------------------------------------- -----------
<S> <C>
4.5 1994 Director Incentive Stock Option Bonus Program.
4.6 1995 Director Incentive Stock Option Bonus Program.
5 Opinion of Katten Muchin & Zavis as to the legality of the shares of common stock
being offered under the Plan.
23.1 Consent of Price Waterhouse LLP, independent accountants.
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4.5
DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
SOURCE SERVICES CORPORATION
MARCH 3, 1994
1. PURPOSE.
(a) This Director Incentive Stock Option Program (the "Program") for
SOURCE SERVICES CORPORATION ("Company") is intended to advance the interests of
the Company by providing outside Directors with additional incentive for them
to promote the success of the Company, to increase their proprietary interest
in the success of the Company, and to encourage them to remain as Directors of
the Company. The above aims will be effectuated through the granting of Stock
Options ("Options") as defined below.
(b) The Options issued under the Program shall be Nonstatutory Stock
Options granted pursuant to Section 6 hereof. All Options shall be separately
designated Nonstatutory Stock Options at the time of grant, and in such form as
issued pursuant to Section 6, and a separate certificate or certificates will
be issued for shares purchased on exercise of each option.
2. DEFINITIONS.
(a) "BOARD" means the Board of Directors of the Company.
(b) "CODE" means the Internal Revenue Code of 1986, as amended.
(c) "COMPANY" means Source Services Corporation, a Delaware
corporation.
(d) "CONTINUOUS STATUS AS A DIRECTOR" means the director relationship
is not interrupted or terminated. The Board, in its sole discretion, may
determine whether Continuous Status as a Director, shall be considered
interrupted in the case of: (i) any leave of absence approved by the Board,
including sick leave, military leave, or any other personal leave; provided,
however, that for purposes of options any such leave may not exceed ninety (90)
days, unless reestablishment of a Director relationship upon the expiration of
such leave is guaranteed by contract (including certain Company policies) or
statute; or (ii) transfers between the Company and any successor.
(e) "DIRECTOR" means a member of the Board.
(f) "PROGRAM" means this Director Incentive Stock Option Bonus
Program.
(g) "DISABILITY" means permanent and total disability as defined in
Section 22(e)(3) of the Code.
(h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(i) "FAIR MARKET VALUE" means $4.85 per share of the common stock of
the Company.
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(j) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(k) "OPTION" means a Nonstatutory Stock Option granted pursuant to
the Program entitling the Optionee to acquire shares of Stock issued by the
Company pursuant to the valid exercise of the Nonstatutory Stock Option.
(l) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Program.
(m) "OPTIONEE" means an Outside Director who holds an outstanding
Option.
(n) "OUTSIDE DIRECTOR/S" means Adrian Alter, Paul Bass, Jr., Wayne D.
Emigh, John Sifonis and Robert P. Stevens.
(o) "STOCK" means authorized but unissued common stock of the
Company.
3. ADMINISTRATION.
(a) The Program shall be administered by the Board.
(b) The Board shall have the power, subject to and within the
limitations of the express provisions of the Program to construe and interpret
the Program and Options granted under it, and to establish, amend and revoke
rules and regulations for its administration. The Board, in the exercise of
this power, may correct any defect, omission or inconsistency in the Program or
in any Option Agreement, in a manner and to the extent it shall deem necessary
or expedient to make the Program fully effective.
4. SHARES SUBJECT TO THE PROGRAM.
(a) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the Stock that may be issued pursuant to this Program
shall not exceed in the aggregate Twenty-five Thousand (25,000) shares of the
Company's common stock. If any Option shall for any reason expire or otherwise
terminate without having been exercised in full, such stock shall not be
available to the Program for distribution in any manner to any other Outside
Director but rather shall revert to the Company.
(b) The Stock subject to the Program may be unissued shares or
reacquired shares, bought on the market or otherwise held or acquired.
5. ELIGIBILITY.
Each Outside Director and only such Outside Directors shall be granted
on the Grant Date as defined below Options in the amount of Five Thousand
(5,000) shares of Stock.
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<PAGE> 3
6. OPTION PROVISIONS.
Each Option shall be in such form and shall contain such terms and
conditions consistent with this Program as the Board shall deem appropriate.
The provisions of separate Options need not be identical, but each Option shall
include (through incorporation of provisions hereof by reference in the Option
or otherwise) the substance of each of the following provisions:
(a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the Grant Date.
(b) GRANT DATE. The date the Option shall be granted to each Outside
Director shall be March 3, 1994 ("Grant Date").
(c) PRICE. The exercise price of each option shall be Fair Market
Value.
(d) CONSIDERATION. The purchase price of Stock acquired pursuant to
an option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the option is exercised, or (ii) if
there has been an underwritten public offering of the Stock before the time of
exercise, by the delivery of cash by a broker-dealer to whom the Optionee has
submitted a notice of exercise (in accordance with Part 220, Chapter II, Title
12 of the Code of Federal Regulation, so-called "cashless" exercise, or (iii)
by delivery to the Company of other common stock of the Company.
(e) TRANSFERABILITY. An Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of the person to whom the Option is granted only by such
person.
(f) VESTING. In the event the Optionee maintains a Continuous Status
as a Director from March 3, 1994 through December 31, 1994, then Fifty percent
(50%) of the options granted to the Optionee shall vest on January 1, 1995. In
the event the Optionee maintains a Continuous Status as a Director from
December 31, 1994 through December 31, 1995, then the remaining Fifty percent
(50%) of the Options granted to the Optionee shall vest on January 1, 1996.
The Options may be exercised with respect to some or all of the shares which
have become vested. The provisions of this subsection 6(f) are subject to any
option provisions governing the minimum number of shares as to which an Option
may be exercised.
(g) TERMINATION OF DIRECTOR STATUS. In the event an Optionee's
Continuous Status as an Director terminates (other than upon the Optionee's
death or Disability), the Optionee may exercise his or her Option, but only
within such period of time (in no event to exceed three (3) months from the
date of termination) as is determined by the Board, and only to the extent that
the Optionee was entitled to exercise it at the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the
Option Agreement). If, at the date of termination, the Optionee is not
entitled to exercise his or her entire option, the shares covered by the
unexercisable portion of the option shall revert to the Company. If, after
termination, the Optionee does not exercise his or her Option within the time
specified in the Option Agreement, the option shall terminate, and the shares
covered by such Option shall revert to the Company.
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<PAGE> 4
(h) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
Status as an Director terminates as a result of the Optionee's Disability, the
Optionee may exercise his or her Option, but only within twelve (12) months
from the date of such termination (or such shorter period specified in the
Option Agreement), and only to the extent that the Optionee was entitled to
exercise it at the date of such termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).
If, at the date of termination, the Optionee is not entitled to exercise his or
her entire option, the shares covered by the unexercisable portion of the
option shall revert to the Company. If, after termination, the Optionee does
not exercise his or her Option within the time specified herein, the Option
shall terminate, and the shares covered by such Option shall revert to the
Company.
(i) DEATH OF OPTIONEE. In the event of the death of an Optionee, the
Option may be exercised, at any time within eighteen (18) months following the
date of death (or such shorter period specified in the Option Agreement) (but
in no event later than the expiration of the term of such option as set forth
in the Option Agreement), by the Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the
extent that Optionee was entitled to exercise the Option at the date of death.
If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to the Company. If, after death, the Optionee's estate or the
person who acquires the right to exercise the Option by bequest or inheritance
does not exercise the Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to the Company.
(j) WITHHOLDING. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following
means or by a combination of such means: (1) tendering a cash payment; (2)
authorizing the Company to withhold shares from the shares of common stock
otherwise issuable to the participant as a result of the exercise of the
Option; or (3) delivering to the Company owned and unencumbered shares of the
common stock of the Company.
7. COVENANTS OF THE COMPANY.
(a) During the terms of the Options, the Company shall keep available
at all times the number of shares of Stock required to satisfy such Options up
to the number of shares of stock authorized under the Program.
(b) To the extent required the Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Program such
authority as may be required to issue the shares of stock under the Options;
provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Program, any Option or any stock
issued or issuable pursuant to any such Option. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency
the authority which counsel for the Company deems necessary for the lawful
issuance and sale of stock under the Program, the Company shall be relieved
from any liability for failure to issue and sell stock under such Options
unless and until such authority is obtained.
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<PAGE> 5
8. USE OF PROCEEDS FROM OPTIONS.
Proceeds from the exercise of the Options shall constitute general funds
of the Company.
9. MISCELLANEOUS.
(a) Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(e) herein shall be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any shares subject to
such Option unless and until such person has satisfied all requirements for
exercise of the Option pursuant to its terms.
(b) Nothing in this Program or any instrument executed or Option
granted pursuant thereto shall confer upon any Director or other holder of an
Option any right to continue as a Director of the Company.
10. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the Stock subject to the Program, or
subject to any Option (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Program and outstanding Options will
be appropriately adjusted in the class(es) and maximum number of shares subject
to the Program and the class(es) and number of shares and price per share of
stock subject to outstanding Options.
(b) In the event of: (1) a dissolution or liquidation or sale of all
or substantially all of the assets of a Company; (2) a merger or consolidation
in which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (4) a proxy fight resulting in a change in Board
membership, then at the sole discretion of the Board and to the extent
permitted by applicable law: (i) any surviving corporation shall assume any
Options outstanding under the Program or shall substitute similar options for
those outstanding under the Program, (ii) such Options shall continue in full
force and effect, or (iii) the time during which such Options become vested or
may be exercised shall be accelerated and any outstanding unexercised rights
under any Options terminated if not exercised prior to such event.
(c) In the event of any underwritten public offering of stock,
including an initial public offering of stock, made by the Company pursuant to
an effective registration statement filed under the Securities Act, the
Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant
any option to purchase or make any short sale of, or otherwise dispose of any
shares of stock of the Company or any rights to acquire stock of the Company
for such period of time from and after the effective date of such registration
statement as may be established by the underwriter for such public offering;
provided, however, that such period of time shall not exceed one hundred eighty
(180) days from the effective date of the registration statement to be filed in
connection with such public offering. The foregoing limitation shall not apply
to shares
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<PAGE> 6
registered in the initial public offering under the Securities Act and shall
cease to apply once a registration statement is effective covering shares
issuable pursuant to options granted pursuant to the Program, whether or not
such registration statement applies to any of the shares issued or issuable
pursuant to the Option.
11. AMENDMENT OF THE PROGRAM.
(a) The Board at any time, and from time to time, may amend the
Program. However, except as provided in Section 10 relating to adjustments
upon changes in stock, no amendment shall be effective unless approved by the
stockholders of the Company within twelve (12) months before or after the
adoption of the amendment, where the amendment will:
(i) Increase the aggregate number of shares reserved for
Options or the number shares available to any outside Director under the
Program;
(ii) Modify the requirements as to eligibility for
participation in the Program; or
(iii) Modify the Program Plan in any other way if such
modification requires stockholder approval in order for the Program to comply
with the requirements of Rule 16b-3 promulgated under the Exchange Act.
(b) It is expressly contemplated that subject to this Section 11, the
Board may amend the Program in any respect the Board deems necessary or
advisable to provide Optionees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder or to bring the Program and/or options granted under it into
compliance therewith.
(c) Rights and obligation under any Options granted before amendment
of the Program shall not be altered or impaired by any amendment of the Program
unless (i) the Company requests the consent of the person to whom the Option
was granted and (ii) such person consents in writing.
12. TERMINATION OR SUSPENSION OF THE PROGRAM.
(a) The Board may suspend or terminate the Program at any time.
Unless sooner terminated, the Program shall terminate on March 3, 2004. No
options may be granted under the Program while the Program is suspended or
after it is terminated.
(b) Rights and obligations under any Option granted while the Program
is in effect shall not be altered or impaired by suspension or termination of
the Program, except with the consent of the Optionee.
13. EFFECTIVE DATE OF PROGRAM.
The Program shall become effective as of March 3, 1994.
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EXHIBIT 4.6
1995 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
SOURCE SERVICES CORPORATION
SEPTEMBER 12, 1995
1. PURPOSE.
(a) This 1995 Director Incentive Stock Option Program (the
"Program") for SOURCE SERVICES CORPORATION ("Company") is intended to advance
the interests of the Company by providing Outside Directors who were not
beneficiaries of the Company "Director Incentive Stock Option Bonus Program"
dated March 3, 1994 with additional incentive to promote the success of the
Company, to increase their proprietary interest in the success of the Company,
and to encourage them to remain as Directors of the Company. The above aims
will be effectuated through the granting of Stock Options ("Options") as
defined below.
(b) The Options issued under the Program shall be Nonstatutory
Stock Options granted pursuant to Section 6 hereof. All Options shall be
separately designated Nonstatutory Stock Options at the time of grant, and in
such form as issued pursuant to Section 6, and a separate certificate or
certificates will be issued for shares purchased on exercise of each Option.
2. DEFINITIONS.
(a) "BOARD" means the Board of Directors of the Company.
(b) "CODE" means the Internal Revenue Code of 1986, as
amended,
(c) "COMPANY" means Source Services Corporation, a Delaware
corporation.
(d) "CONTINUOUS STATUS AS A DIRECTOR" means the director
relationship is not interrupted or terminated. The Board, in its sole
discretion may determine whether Continuous Status as a Director, shall be
considered interrupted in the case of (i) any leave of absence approved by the
Board, including sick leave, military leave, or any other personal leave;
provided, however, that for purposes of Options any such leave may not exceed
ninety (90) days, unless reestablishment of a Director relationship upon the
expiration of such leave is guaranteed by contract (including certain Company
policies) or statute; or (ii) transfers between the Company and any successor.
(e) "DIRECTOR" means a member of the Board.
(f) "PROGRAM" means this 1995 Director Incentive Stock Option
Bonus Program.
(g) "DISABILITY" means permanent and total disability as
defined in Section (g) 22(e)(3) of the Code.
(h) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.
<PAGE> 2
(i) "OPTION EXERCISE PRICE" means $10.15 per share of the
common stock of the Company.
(j) "NONSTATUTORY STOCK OPTION" means an Option not intended
to qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.
(k) "OPTION" means a Nonstatutory Stock Option granted
pursuant to the Program entitling the Optionee to acquire shares of Stock
issued by the Company pursuant to the valid exercise of the Nonstatutory Stock
Option.
(l) "OPTION AGREEMENT" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of
the Program.
(m) "OPTIONEE" means an Outside Director who holds an
outstanding Option.
(n) "OUTSIDE DIRECTOR/S" means John N. Allred and Karl
Vogeler.
(o) "STOCK" means authorized but unissued common stock of the
Company.
3. ADMINISTRATION.
(a) The Program shall be administered by the Board,
(b) The Board shall have the power, subject to and within the
limitations of the express provisions of the Program to construe and interpret
the Program and Options granted under it, and to establish, amend and revoke
rules and regulations for its administration. The Board, in the exercise of
this power, may correct any defect, omission or inconsistency in the Program or
in any Option Agreement, in a manner and to the extent it shall deem necessary
or expedient to make the Program fully effective.
4. SHARES SUBJECT TO THE PROGRAM.
(a) Subject to the provisions of Section 10 relating to
adjustments upon changes in stock, the Stock that may be issued pursuant to
this Program shall not exceed in the aggregate Ten Thousand (10,000) shares of
the Company's common stock. If any Option shall for any reason expire or
otherwise terminate without having been exercised in full, such stock shall not
be available to the Program for distribution in any manner to any other Outside
Director or Director but rather shall revert to the Company.
(b) The Stock subject to the Program may be unissued shares or
reacquired shares, bought on the market or otherwise held or acquired.
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<PAGE> 3
5. ELIGIBILITY.
Each Outside Director and only such Outside Directors shall be
granted on the Grant Date as defined below Options in the amount of Five
Thousand (5,000) shares of Stock.
6. OPTION PROVISIONS.
Each Option shall be in such form and shall contain such terms
and conditions consistent with this Program as the Board shall deem
appropriate. The provisions of separate Options need not be identical, but
each Option shall include (through incorporation of provisions hereof by
reference in the Option or otherwise) the substance of each of the following
provisions:
(a) TERM. No Option shall be exercisable after the expiration
of ten (10) years from the Grant Date.
(b) GRANT DATE. The date the Option shall be granted to each
Outside Director shall be September 12, 1995 ("Grant Date").
(c) PRICE. The exercise price of each Option shall be the
Option Exercise Price.
(d) CONSIDERATION. The purchase price of Stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (i) in cash at the time the Option is
exercised, or (ii) if there has been an underwritten public offering of the
Stock before the time of exercise, by the delivery of cash by a broker-dealer
to whom the Optionee has submitted a notice of exercise (in accordance with
Part 220, Chapter II, Title 12 of the Code of Federal Regulations so-called
"cashless" exercise, or (iii) by delivery to the Company of other common stock
of the Company.
(e) TRANSFERABILITY. An Option shall not be transferable
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the Option is granted
only by such person.
(f) VESTING. In the event the Optionee maintains a Continuous
Status as a Director from September 12, 1995 through December 31, 1995, then
Fifty percent (50%) of the Options granted to the Optionee shall vest on
January 1, 1996. In the event the Optionee maintains a Continuous Status as a
Director from December 31, 1995 through December 31, 1996, then the remaining
Fifty percent (50%) of the Options granted to the Optionee shall vest on
January 1, 1997. The Options may be exercised with respect to some or all of
the shares which have become vested. The provisions of this subsection 6(f)
are subject to any Option provisions governing the minimum number of shares as
to which an Option may be exercised.
(g) TERMINATION OF DIRECTOR STATUS. In the event an
Optionee's Continuous Status as an Director terminates (other than upon the
Optionee's death or Disability), the Optionee may exercise his or her Option,
but only within such period of time (in no event to exceed three (3) months
from the date of termination) as is determined by the Board, and only
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<PAGE> 4
to the extent that the Optionee was entitled to exercise it at the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). If, at the date of termination
the Optionee is not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to the Company.
If, after termination, the Optionee does not exercise his or her Option within
the time specified in the Option Agreement, the Option shall terminate, and the
shares covered by such Option shall revert to the Company.
(h) DISABILITY OF OPTIONEE. In the event an Optionee's
Continuous Status as an Director terminates as a result of the Optionee's
Disability, the Optionee may exercise his or her Option, but only within twelve
(12) months from the date of such termination (or such shorter period specified
in the Option Agreement), and only to the extent that the Optionee was entitled
to exercise it at the date of such termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).
If, at the date of termination, the Optionee is not entitled to exercise his or
her entire Option, the shares covered by the unexercisable portion of the
Option shall revert to the Company. If, after termination, the Optionee does
not exercise his or her Option within the time specified herein, the Option
shall terminate, and the shares covered by such Option shall revert to the
Company.
(i) DEATH OF OPTIONEE. In the event of the death of an
Optionee, the Option may be exercised, at any time within eighteen (18) months
following the date of death (or such shorter period specified in the Option
Agreement) (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent that Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to the Company. If, after death, the
Optionee's estate or the person who acquires the right to exercise the Option
by bequest or inheritance does not exercise the Option within the time
specified herein, the Option shall terminate, and the shares covered by such
Option shall revert to the Company.
(j) WITHHOLDING. To the extent provided by the terms of an
Option Agreement, the Optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such Option by any of the
following means or by a combination of such means: (1) tendering a cash
payment; (2) authorizing the Company to withhold shares from the shares of
common stock otherwise issuable to the participant as a result of the exercise
of the Option; or (3) delivering to the Company owned and unencumbered shares
of the common stock of the Company.
7. COVENANTS OF THE COMPANY.
(a) During the terms of the Options, the Company shall keep
available at all times the number of shares of Stock required to satisfy such
Options up to the number shares of stock authorized under the Program.
(b) To the extent required the Company shall seek to obtain
from each regulatory commission or agency having jurisdiction over the Program
such authority as may
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<PAGE> 5
be required to issue the shares of stock under the Options; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act either the Program, any Option or any stock issued or issuable
pursuant to any such Option. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Program, the Company shall be relieved from any liability
for failure to issue and sell stock under such Options unless and until such
authority is obtained.
8. USE OF PROCEEDS FROM OPTIONS
Proceeds from the exercise of the Options shall constitute
general funds of the Company.
9. MISCELLANEOUS
(a) Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(e) herein shall be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any shares subject to
such Option unless and until such person has satisfied all requirements for
exercise of the Option pursuant to its terms.
(b) Nothing in this Program or any instrument executed or
Option granted pursuant thereto shall confer upon any Director or other holder
of an Option any right to continue as a Director of the Company.
10. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the Stock subject to the Program,
or subject to any Option (through merger, consolidation reorganization
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Program and outstanding Options will
be appropriately adjusted in the class(es) and maximum number of shares subject
to the Program and the class(es) and number of shares and price per share of
stock subject to outstanding Options.
(b) In the event of: (1) a dissolution or liquidation or sale
of all or substantially all of the assets of a Company; (2) a merger or
consolidation in which the Company is not the surviving corporation; (3) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or (4) a proxy fight resulting in a change in
Board membership, then at the sole discretion of the Board and to the extent
permitted by applicable law; (i) any surviving corporation shall assume any
Options outstanding under the Program or shall substitute similar Options for
those outstanding under the Program, (ii) such Options shall continue in full
force and effect, or (iii) the time during which such Options become vested or
may be exercised shall be accelerated and any outstanding unexercised rights
under any Options terminated if not exercised prior to such event.
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<PAGE> 6
(c) In the event of any underwritten public offering of stock,
including an initial public offering of stock, made by the Company pursuant to
an effective registration statement filed under the Securities Act, the
Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant
any option to purchase or make any short sale of, or otherwise dispose of any
shares of stock of the Company or any rights to acquire stock of the Company
for such period of time from and after the effective date of such registration
statement as may be established by the underwriter for such public offering;
provided, however, that such period of time shah not exceed one hundred eighty
(180) days from the effective date of the registration statement to be filed in
connection with such public offering. The foregoing limitation shall not apply
to shares registered in the initial public offering under the Securities Act
and shall cease to apply once a registration statement is effective covering
shares issuable pursuant to options granted pursuant to the Program whether or
not such registration statement applies to any of the shares issued or issuable
pursuant to the Option.
11. AMENDMENT OF THE PROGRAM.
(a) The Board at any time, and from time to time, may amend
the Program. However, except as provided in Section 10 relating to adjustments
upon changes in stock, no amendment shall be effective unless approved by the
stockholders of the Company within twelve (12) months before or after the
adoption of the amendment, where the amendment will:
(i) Increase the aggregate number of shares reserved
for Options or the number shares available to any Outside Director under the
Program;
(ii) Modify the requirements as to eligibility for
participation in the Program; or
(iii) Modify the Program Plan in any other way if such
modification requires stockholder approval in order for the Program to comply
with the requirements of Rule 16b-3 promulgated under the Exchange Act.
(b) It is expressly contemplated that subject to this Section
11, the Board may amend the Program in any respect the Board deems necessary or
advisable to provide Optionees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder or to bring the Program and/or Options granted under it into
compliance therewith.
(c) Rights and obligation under any Options granted before
amendment of the Program shall not be altered or impaired by any amendment of
the Program unless (i) the Company requests the consent of the person to whom
the Option was granted and (ii) such person consents in writing.
12. TERMINATION OR SUSPENSION OF THE PROGRAM.
(a) The Board may suspend or terminate the Program at any
time. Unless sooner terminated, the Program shall terminate on September 12,
2005. No Options may be granted under the Program while the Program is
suspended or after it is terminated.
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<PAGE> 7
(b) Rights and obligations under any Option granted while the
Program is in effect shall not be altered or impaired by suspension or
termination of the Program, except with the consent of the Optionee.
13. EFFECTIVE DATE OF PROGRAM.
The Program shall become effective as of September 12, 1995.
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<PAGE> 1
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 West Monroe Street
Suite 1600
Chicago,IL 60661
June 24, 1997
Source Services Corporation
5580 LBJ Freeway
Dallas, Texas 75240
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Source Services Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission for the registration for sale under the
Securities Act of 1933, as amended, of 1,073,500 shares of the Company's Common
Stock, $.02 par value (the "Common Stock"), which may be issued pursuant to the
Source Services Corporation Non-Employee Directors' Stock Option Plan (the
"Director Plan") and the Source Services Corporation 1996 Stock Option Plan
(the "Employee Plan"), and for the registration of 43,500 shares of the
Company's Common Stock issued pursuant to the 1994 Director Incentive Stock
Option Bonus Program and the 1995 Director Incentive Stock Bonus Program
(collectively, the "Bonus Programs" and together with the Director Plan and
Employee Plan, the "Plans").
In connection with this opinion, we have also examined and relied upon
originals or copies of, certified or otherwise identified to our satisfaction,
the following:
1. The Registration Statement;
2. The Restated Certificate of Incorporation of the Company;
3. The Amended and Restated By-Laws of the Company;
4. Resolutions duly adopted by the Board of Directors of the
Company relating to the adoption of the Plans and the issuance
of the Common Stock thereunder;
5. The Plans;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed
that all of the representations contained therein are accurate
and complete; and
<PAGE> 2
Source Services Corporation
June 24, 1997
Page 2
7. Such other instruments, documents, statements and records of
the Company and others as we have deemed relevant and
necessary to examine and rely upon for the purpose of this
opinion.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. We
have further assumed that all natural persons involved in the transactions
contemplated by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective obligations and to
carry out their roles in the Offering.
Based upon the foregoing, we are of the opinion that the 1,073,500
shares of Common Stock issuable under the Director Plan and Employee Plan, when
issued and delivered by the Company in accordance with their respective terms,
will be validly issued, fully paid and nonassessable securities of the Company.
In addition, based upon the foregoing, we are of the opinion that the 43,500
shares of Common Stock previously issued under the Bonus Programs and delivered
by the Company in accordance with the terms of the Bonus Programs, are validly
issued, fully paid and nonassessable securities of the Company.
Our opinion expressed above is limited to the laws of the United
States of America and the General Corporation Law of the State of Delaware, and
we do not express any opinion herein concerning any other law. In addition, we
express no opinion herein concerning any statutes, ordinances, administrative
decisions, rules or regulations of any county, town, municipality or special
political subdivision (whether created or enabled through legislative action at
the federal, state or regional level). This opinion is given as of the date
hereof and we assume no obligation to advise you of changes that may hereafter
be brought to our attention. We hereby consent to the use of this opinion for
filing as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
KATTEN MUCHIN & ZAVIS
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 17, 1997 appearing on page 13 of
Source Service Corporation's Annual Report on Form 10-K for the year ended
December 29, 1996.
PRICE WATERHOUSE LLP
Dallas, Texas
June 23, 1997
