As filed with the Securities and Exchange Commission on August 18, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
SNYDER COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-1983617
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
(301) 468-1010
(Address of Principal Executive Offices)
SNYDER COMMUNICATIONS, INC. 1996 STOCK INCENTIVE PLAN
AND
AMERICAN LIST CORPORATION 1992 STOCK OPTION PLAN
(Full Title of the Plans)
A. CLAYTON PERFALL
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
(Name and Address of Agent For Service)
(301) 468-1010
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
NORMAN D. CHIRITE, ESQ. THOMAS H. MCCORMICK, ESQ.
WEIL, GOTSHAL & MANGES LLP SHAW, PITTMAN, POTTS & TROWBRIDGE
767 FIFTH AVENUE 2300 N STREET, N.W.
NEW YORK, NEW YORK 10153 WASHINGTON, D.C. 20037
(212) 310-8000 (202) 663-8000
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum
Amount To Be Offering Proposed Maximum Amount Of Registration
Title Of Securities To Be Registered Registered Price Per Share(2) Aggregate Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 1,193,582 (1) $25.25 $30,137,945 $9,133
====================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional Common Stock
which become issuable under the Snyder Communications, Inc. 1996 Stock
Incentive Plan or the American List Corporation 1992 Stock Option Plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration which
results in an increase in the number of outstanding Common Stock.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, calculation of
the registration fee is based on the average of the high and low prices
reported for the Registrant's Common Stock on the New York Stock
Exchange, Inc. on August 15, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Pursuant to the Agreement and Plan of Merger, dated as of March
18, 1997 (the "Merger Agreement"), among Snyder Communications, Inc., a Delaware
corporation (the "Company"), Snyder Z Acquisition, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("Acquisition"), and American List
Corporation, a Delaware corporation ("American List"), Acquisition has been
merged with and into American List and American List has become a wholly-owned
subsidiary of the Company (the "Merger") as of July 11, 1997, the effective time
of the Merger (the "Effective Time"). Pursuant to Section 1.10 of the Merger
Agreement, each option to purchase shares of common stock, $0.01 par value, of
American List (the "American List Common Stock") outstanding at the Effective
Time (each, an "Option") under American List's 1992 Stock Option Plan (the
"American List Corporation 1992 Stock Option Plan"), has been assumed by the
Company and, as of the Effective Time, all references in the American List
Corporation 1992 Stock Option Plan to American List are deemed to refer to the
Company. Each Option assumed by the Company will be exercisable upon the same
terms and conditions as under the American List Corporation 1992 Stock Option
Plan and the applicable option agreement, except that (i) each Option will be
exercisable for that whole number of shares of the common stock, $0.001 par
value, of the Company (the "Company Common Stock") (rounded down to the nearest
whole share) equal to (a) the number of shares of American List Common Stock
subject to such Option, multiplied by (b) 1.14; and (ii) the option price per
share of the Company Common Stock will be an amount equal to the option price
per share of American List Common Stock in effect immediately prior to the
Effective Time, divided by (y) 1.14 (rounded upward to the nearest full cent).
The American List Corporation 1992 Stock Option Plan is filed as an exhibit to
this Registration Statement.
The documents containing the information specified in Part I of
this Registration Statement on Form S-8 will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus), other
documents required to be delivered to eligible employees pursuant to Rule 428(b)
or additional information about the Snyder Communications, Inc. 1996 Stock
Incentive Plan and its administrators or the American List Corporation 1992
Stock Option Plan and its administrators are available without charge by
contacting:
Snyder Communications, Inc.
6903 Rockledge Drive, 15th Floor
Bethesda, Maryland 20817
Attention: David B. Pauken
(301) 468-1010
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by the Company with the
Commission, are incorporated herein by reference and made a part hereof:
(a) The Company's Prospectus filed with the Commission pursuant
to Rule 424(b) on June 19, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997 and Current
Reports on Form 8-K dated January 6, 1997 (as amended on
Form 8-K/A on March 24, 1997), January 17, 1997, March 18,
1997 (as amended on Form 8-K/A on June 2, 1997), July 11,
1997 and July 13, 1997, respectively.
(c) The Company's Registration Statement on Form S-1
(Registration Statement No. 333-33691), filed with the
Commission on August 15, 1997.
(d) The Company's Registration Statement on Form 8-A
(Registration Statement No. 001-12145), filed with the
Commission on September 9, 1996.
(e) The Company's Registration Statement on Form S-8
(Registration Statement No. 333-13079), filed with the
Commission on September 30, 1996.
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all the securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Such
indemnification may include expenses (including
II-1
<PAGE>
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. A Delaware
corporation is permitted to indemnify directors, officers, employees and other
agents of such corporation in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the person to be indemnified has been adjudged to be liable
to the corporation. Where a director, officer, employee or agent of the
corporation is successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the corporation must indemnify such person against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith.
The Company's Bylaws provide that the Company shall indemnify, to
the full extent and under the circumstances permitted by the DGCL in effect from
time to time, any past, present or future director or officer, made or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by reason of the fact that such person is or was a director,
officer, employee or agent, or was serving in such capacities at another entity
at the specific request of the Company, on the same conditions provided by the
DGCL. The Company's Bylaws further provide that the Company shall indemnify any
such person in any threatened, pending or completed action or suit by or on
behalf of the Company under similar conditions, except that no indemnification
is permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the Company. In addition, the Company's Bylaws provide
that the Board of Directors may also grant indemnification to any individual
other than an officer or director, as it may determine in its sole discretion.
As permitted by Section 102(b)(7) of the DGCL the Company's
Certificate of Incorporation contains a provision eliminating the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, subject to certain exceptions.
The Company maintains policies insuring its officers and
directors against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4(a) - The Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (Registration No. 333-7495), is incorporated herein by
this reference.
4(b) - The Bylaws of the Company, filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (Registration
No. 333-7495), is incorporated herein by reference.
4(c) - American List Corporation 1992 Stock Option Plan (filed
herewith).
5(a) - Opinion of Counsel, Weil, Gotshal & Manges LLP (filed
herewith).
5(b) - Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge
(filed herewith).
23(a) - Consent of Arthur Andersen LLP, Independent Public
Accountants (filed herewith).
23(b) - Consent of Grant Thornton LLP, Independent Certified
Public Accountants (filed herewith).
23(c) - Consent of Price Waterhouse, Chartered Accountants and
Registered Auditors (filed herewith).
23(d) - Consent of Counsel, Weil, Gotshal & Manges LLP (filed as
part of Exhibit 5(a) hereto).
23(e) - Consent of Counsel, Shaw, Pittman, Potts & Trowbridge
(filed as part of Exhibit 5(b) hereto).
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective 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 (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission 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; and
(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.
(b) The undersigned 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.
II-4
<PAGE>
(c) 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.
II-5
<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 Bethesda, Maryland, on this 18th day of August, 1997.
SNYDER COMMUNICATIONS, INC.
a Delaware corporation
(Registrant)
/s/ DANIEL M. SNYDER
------------------------------------------
DANIEL M. SNYDER
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
- --------- ----- ----
<S> <C> <C>
/s/ DANIEL M. SNYDER Chairman of the Board August 18, 1997
- ---------------------------------------- of Directors and Chief
Daniel M. Snyder Executive Officer
(Principal Executive
Officer)
/s/ MICHELE D. SNYDER Vice Chairman, President, August 18, 1997
- ---------------------------------------- Chief Operating Officer
Michele D. Snyder and Director
/s/ A. CLAYTON PERFALL Chief Financial Officer August 18, 1997
- ---------------------------------------- and Director (Principal
A. Clayton Perfall Financial Officer)
/s/ DAVID B. PAUKEN Chief Accounting Officer August 18, 1997
- ---------------------------------------- (Principal Accounting
David B. Pauken Officer)
II-6
<PAGE>
/s/ MORTIMER B. ZUCKERMAN Director August 18, 1997
- ----------------------------------------
Mortimer B. Zuckerman
/s/ FRED DRASNER Director August 18, 1997
- ----------------------------------------
Fred Drasner
/s/ PHILIP GUARASCIO Director August 18, 1997
- ----------------------------------------
Philip Guarascio
/s/ MARK E. JENNINGS Director August 18, 1997
- ----------------------------------------
Mark E. Jennings
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4(c) - American List Corporation 1992 Stock Option Plan
5(a) - Opinion of Counsel, Weil, Gotshal & Manges LLP
5(b) - Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge
23(a) - Consent of Arthur Andersen LLP, Independent Public
Accountants
23(b) - Consent of Grant Thornton LLP, Independent Certified
Public Accountants
23(c) - Consent of Price Waterhouse, Chartered Accountants and
Registered Auditors
23(d) - Consent of Counsel, Weil, Gotshal & Manges LLP (filed as
part of Exhibit 5(a) hereto)
23(e) - Consent of Counsel, Shaw, Pittman, Potts & Trowbridge
(filed as part of Exhibit 5(b) hereto)
Exhibit 4(c)
AMERICAN LIST CORPORATION
1992 STOCK OPTION PLAN
I. Purpose. The purpose of the 1992 Stock Option Plan of AMERICAN LIST
CORPORATION is to provide incentive to employees of the Company, as defined
below, to encourage employee proprietary interest in the Company, to encourage
employees to remain in the employ of the Company, and to attract to the Company
individuals of experience and ability.
II. Definitions.
A. "Board" shall mean the Board of Directors of the Company.
B. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
C. "Committee" shall mean the Committee appointed by the Board in
accordance with Section 4 of the Plan.
D. "Common Stock" shall mean the $.01 par value Common Stock of
the Company.
E. "Company" shall mean American List Corporation, a Delaware
corporation, or any successor corporation to the Company in accordance with
Section 10 hereof.
F. "Corporation" shall mean and include the Corporation and any
parent or subsidiary corporation thereof, within the meaning of Section 425 of
the Code.
G. "Disability" shall mean the condition of an Employee who is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months, all within the meaning of Section 105(d)(4) of
the Code.
H. "Employee" shall mean any individual (including an officer or
a director) who is an employee of the Corporation (within the meaning of Section
3401 of the Code and the regulations thereunder).
I. "Exercise Price" shall mean the price per Share of Common
Stock determined by the Board or Committee, at which an Option may be exercised.
J. "Fair Market Value" of a Share of Common Stock as of a
specified date shall mean the closing price of a Share on the principal
securities exchange on which such Shares are traded on the day immediately
preceding the date as of which Fair Market Value is being determined, or on the
next preceding date on which such Shares are traded if no Shares were traded on
such immediately preceding day, or if the Shares are not traded on a securities
exchange, Fair Market Value shall be deemed to be the average of the high bid
and low asked prices of the Shares in the over-the-counter market on the day
immediately preceding the date as of which Fair Market Value is being determined
or on the next
1
<PAGE>
preceding date on which such high bid and law asked prices were recorded. If the
Shares are not publicly traded, Fair Market Value shall be determined by the
Board or Committee. In no case shall Fair Market Value be less than the par
value of a Share of Common Stock, and in no event shall Fair Market Value be
determined with regard to restrictions other than restrictions which, by their
terms, will never lapse.
K. "Incentive Stock Option" shall mean an Option described in
Code Section 422A(b).
L. "Nonstatutory Stock Option" shall mean an option which is not
an Incentive Stock Option.
M. "Option" shall mean a stock option granted pursuant to the
Plan.
N. "Optionee" shall mean a person to whom an Option has been
granted.
O. "Plan" shall mean this American List Corporation 1992 Stock
Option Plan.
P. "Purchase Price" shall mean the Exercise Price times the
number of whole Shares with respect to which an Option is exercised.
Q. "Share" shall mean one share of Common Stock.
R. "Ten Percent Shareholder" shall mean any Employee who, at the
time of the grant of an Option, owns (or is deemed to own, under Section 425(d)
of the Code) more than ten percent of the total combined voting power of all
classes of outstanding stock of the Corporation.
III. Effective Date. This Plan was approved by the Board effective
May 18, 1992.
IV. Administration. The Plan shall be administered by the Board or a
Committee appointed by the Board consisting of not less than two members. The
Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by the
Board. The Board or Committee shall from time to time at its discretion make
determinations with respect to the persons who shall be granted Options, the
number of Shares to be optioned to each and the designation of such Options as
Incentive Stock Options or Nonstatutory Stock Options. The interpretation and
construction by the Board or the Committee of any provisions of the Plan or any
Option granted thereunder shall be binding and conclusive on all Optionees and
of their legal representatives and beneficiaries.
V. Eligibility. Any employee may be granted Incentive Stock Options
under the Plan and any Employee or officer, director or consultant of the
Corporation may be granted Non-Statutory Stock Options under the Plan if, in
each instance, the Board or Committee determines that such person performs
services of special importance to the management, operation and development of
the business of the Corporation.
VI. Stock. The stock subject to Options granted under the Plan shall be
Shares of authorized but unissued or reacquired Common Stock. The aggregate
number of Shares which may be issued under Options exercised under this Plan
shall not exceed 50,000. The number of Shares subject to Options outstanding
under the Plan at any time may not exceed the number of Shares remaining
available for
2
<PAGE>
issuance under the Plan. In the event that any Option outstanding under the Plan
expires for any reason or is terminated, the Shares allocable to the unexercised
portion of such Option may again be subjected to an Option under the Plan.
The limitations established by this Section 6 shall be subject to
adjustment upon the occurrence of the events specified and in the manner
provided in Section 10 hereof.
VII. Terms and Conditions of Options. Options granted pursuant to the
Plan shall be evidenced by written agreements in such form as the Board or the
Committee shall from time to time determine, which agreements shall comply with
and be subject to the following terms and conditions:
A. Date of Grant. Each Option shall specify its effective date
(the "date of grant"), which shall be the date specified by the Board or
Committee in its action relating to the grant of the Option.
B. Number of Shares. Each Option shall state the number of Shares
to which it pertains and shall provide for the adjustment thereof in accordance
with the provisions of Section 10 hereof.
C. Exercise Price. Each Option shall state the Exercise Price,
which price shall be determined by the Board or Committee, provided, however,
that the Exercise Price (i) in the case of an Incentive Stock Option granted to
an Employee who is not a Ten Percent Shareholder, shall not be less than the par
value nor less than the Fair Market Value of the Shares to which the Option
relates on the date of grant, (ii) in the case of an Incentive Stock Option
granted to an Employee who is a Ten Percent Shareholder, shall not be less than
the par value nor less than 110% of the Fair Market Value of the Shares to which
the Option relates on the date of grant, and (iii) in the case of a Nonstatutory
Stock Option granted to any Employee or officer or director of the Corporation,
shall not be less than the Fair Market Value of the Shares to which the Option
relates on the date of grant. The Exercise Price of an Option shall be subject
to adjustment in accordance with Section 10 hereof.
D. Exercise of Options and Medium and Time of Payment. To
exercise an Option, the Optionee shall give written notice to the Company
specifying the number of Shares to be purchased and accompanied by payment in
cash or by certified check of the full Purchase Price thereof. No Share shall be
issued until full payment therefor has been made.
E. Term and Exercise of Options; Nontransferability of Options.
Subject to Section 10 hereof, Incentive Options and Nonstatutory Options may be
exercised as determined by the Board or Committee and as stated in the written
agreement evidencing the Option, provided, however, that no Incentive Stock
Option granted to an Employee who is not a Ten Percent Shareholder shall be
exercisable after the expiration of ten (10) years from the date it is granted,
and no Incentive Stock Option granted to an Employee who is a Ten Percent
Shareholder shall be exercisable after the expiration of five (5) years from the
date it is granted. During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee and shall not be assignable or transferable. In
the event of the Optionee's death, no Option shall be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution.
F. Termination of Employment. In the event that an Optionee shall
cease to be employed by the Corporation for any reason, such Optionee (or the
heirs or legatees of such Optionee, if applicable) shall have the right, subject
to the restrictions of Subsection (e) hereof, to exercise the Option
3
<PAGE>
at any time within three (3) months after such termination of employment (twelve
(12) months if the termination was due to the death or Disability of the
Optionee or, in the case of a Nonstatutory Stock Option, retirement) to the
extent that, on the day preceding the date of termination of employment, the
Optionee's right to exercise such Option had accrued pursuant to the terms of
the option agreement pursuant to which such Option was granted, and had not
previously been exercised.
For this purpose, the employment relationship will be treated as
continuing intact while the Optionee is on military leave, sick leave or other
bona fide leave of absence (to be determined in the sole discretion of the Board
and, in the case of an Optionee who has received an Incentive Stock Option, only
to the extent permitted under Section 422A of the Code and the regulations
promulgated thereunder). Moreover, in the case of an Optionee who has been
granted an Incentive Stock Option, employment shall, in no event, be deemed to
continue beyond the ninetieth (90th) day after the Optionee ceased active
employment, unless the Optionee's reemployment rights are guaranteed by statute
or by contract.
G. Rights as a Shareholder. An Optionee or a transferee of a
deceased Optionee shall have no rights as a shareholder with respect to any
Shares covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 10.
H. Modification, Extension and Renewal of Options. Subject to the
terms and conditions and within the limitations of the Plan, the Board or
Committee may modify, extend or renew outstanding Options granted under the
Plan, or accept the exchange of outstanding Options (to the extent not
theretofore exercised) for the granting of new Options in substitution therefor.
Notwithstanding the foregoing, however, no modification of an Option shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option theretofore granted under the Plan. Moreover, in the case of
any modification, extension or renewal of an Incentive Stock Option, all of the
requirements set forth herein shall apply in the same manner as though a new
Incentive Stock Option had been granted to the Optionee on the date of such
modification, extension or renewal, but only if such modification, extension or
renewal is treated, under Section 425(h) of the Code, as the granting of a new
option.
I. Identification of Option. Each Option granted under the Plan
shall clearly identify its status as an Incentive Stock Option or Non-Statutory
Stock Option.
J. Other Provisions. The option agreements authorized under the
Plan shall contain such other provisions not inconsistent with the terms of the
Plan, including, without limitation, restrictions upon the exercise of the
Option, as the Board or Committee shall deem advisable.
VIII. Limitation on Annual Awards. The aggregate Fair Market Value
(determined at the time the Option is granted) of stock for which Incentive
Stock Options are exercisable for the first time during any calendar year under
the terms of the Plan (and all other plans maintained by the Corporation and its
parent or subsidiary corporations) shall not exceed the sum of $100,000.
IX. Term of Plan. Options may be granted pursuant to the Plan until ten
years from the date that the Plan is adopted by the Board or ten years from the
date that the Plan is approved by the shareholders of the Company, whichever
occurs earlier.
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<PAGE>
X. Recapitalization. Subject to any required action by the shareholders
and the last sentence of subsection 7(h) hereof, the number of Shares covered by
this Plan as provided in Section 6, the number of Shares covered by each
outstanding Option, and the Exercise Price thereof shall be proportionately
adjusted for any increase or decrease in the number of issued Shares resulting
from a subdivision or consolidation of Shares, stock split, or the payment of a
stock dividend.
Subject to any required action by the shareholders of the Company and
the last sentence of subsection 7(h) hereof, if the Company shall be the
surviving corporation in any merger or consolidation, each outstanding Option
shall pertain and apply to the securities to which a holder of the number of
Shares subject to the Option would have been entitled. A dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation shall cause each outstanding Option to terminate,
unless the agreement of merger or consolidation shall otherwise provide,
provided that each Optionee shall, in such event, have the right immediately
prior to such dissolution or liquidation, or merger or consolidation in which
the Company is not the surviving corporation, if a period of one (1) year from
the date of the grant of the Option shall have elapsed, to exercise the Option
in whole or in part, subject to limitations on exercisability under Section 7(i)
hereof.
In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with par value into
the same number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be Shares of Common
Stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board or
Committee, whose determination in that respect shall be final, binding and
conclusive.
Except as hereinbefore expressly provided in this Section 10, the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, stock split, or the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class
or by reason of any dissolution, liquidation, merger, or consolidation or
spin-off of assets or stock of another corporation, and any issue by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to the Option.
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
XI. Securities Law Requirements. No Shares shall be issued upon the
exercise of any Option unless and until the Company has determined that: (i) it
and the Optionee have taken all actions required to register the Shares under
the Securities Act of 1933 or perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange on which the Common Stock are listed has been satisfied; and (iii) any
other applicable provision of state or Federal law has been satisfied.
XII. Amendment of the Plan. The Board or Committee may, insofar as
permitted by law, from time to time, with respect to any Shares at the time not
subject to Options, suspend or discontinue
5
<PAGE>
the Plan or revise or amend it in any respect whatsoever except that, without
approval of the shareholders of the Company, no such revision or amendment
shall:
A. Increase the number of Shares subject to the Plan; or
B. Change the designation in Section 5 of the Plan of the class of
Employees eligible to receive options.
C. Amend this Section 12 to defeat its purpose.
XIII. Application of Funds. The proceeds received by the Company from
the sale of Common Stock pursuant to the exercise of an Option will be used for
general corporate purposes.
XIV. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.
XV. Withholding.
A. Non-Statutory Options. Whenever Shares are to be delivered
upon exercise of a Non-Statutory Option, the Corporation shall be entitled to
require as a condition of delivery that the Optionee remit to the Corporation an
amount sufficient to satisfy the Corporation's federal, state and local
withholding tax obligations with respect to the exercise of the Option.
B. Incentive Stock Options. The acceptance of Shares upon
exercise of an Incentive Stock Option shall constitute an agreement by the
Optionee (unless and until the Corporation shall notify the Optionee that it is
relieved, in whole or in part, of its obligations under Section 15(b)) (i) to
notify the Corporation if any or all of such Shares are disposed of by the
Optionee within two years from the date the Option was granted or within one
year from the date the Shares were transferred to the Optionee pursuant to his
exercise of the Option, and (ii) to remit to the Corporation, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the
Corporation's federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the Optionee is in
the employ of the Corporation at the time of such disposition.
XVI. Governing Law. The provisions of this Plan shall be governed and
construed in accordance with the laws of the State of New York provided,
however, that in the case of the provisions applicable to Incentive Stock
Options, such provisions shall (to the extent possible) be construed in a manner
conforming to and consistent with the requirements of Section 422A of the Code.
6
Exhibit 5(a)
WEIL, GOTSHAL AND MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue
New York, NY 10153-0119
August 18, 1997
Snyder Communications, Inc.
6903 Rockledge Drive, 15th Floor
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel to Snyder Communications, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Registration Statement"). Terms defined in the
Registration Statement and not otherwise defined herein are used herein with the
meanings as so defined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the 93,582 shares of common stock, par value $0.001
per share, of the Company to be issued and sold by the Company pursuant to the
Registration Statement have been duly authorized and, when issued and sold as
contemplated by the Registration Statement and in accordance with the terms of
the American List Corporation 1992 Stock Option Plan and the Agreement and Plan
of Merger, dated as of March 18, 1997, among the Company, Snyder Z Acquisition,
Inc. and American List Corporation, will be validly issued, fully paid and
nonassessable.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 5(b)
SHAW PITTMAN POTTS & TROWBRIDGE
(a partnership including professional corporations)
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
August 18, 1997
Snyder Communications, Inc.
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Snyder Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 1,100,000
shares (the "Shares") of the Company's common stock, par value $.001 per share
(the "Common Stock"), pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), which are
available for purchase under the Snyder Communications, Inc. 1996 Stock
Incentive Plan, as amended (the "Plan").
Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and such other
instruments as we have deemed necessary, and upon the laws as presently in
effect, we are of the opinion that the Shares of Common Stock have been duly
authorized for issuance by the Company and, upon issuance and delivery in
accordance with the terms of the Plan, will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
Shaw, Pittman, Potts & Trowbridge
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
July 28, 1997 included in Snyder Communications Inc.'s registration statement on
Form S-1, dated August 15, 1997, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Washington, D.C.
August 15, 1997
Exhibit 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 11, 1997 accompanying the consolidated
financial statements of American List Corporation included in the Snyder
Communications, Inc. Registration Statement on Form S-1 which is incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
Melville, New York
August 13, 1997
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Snyder Communications, Inc. of our report dated May 30,
1997, on the financial statements of Brann Holdings Limited as of and for the
three years ended December 31, 1996 which appears on page 3 of the Snyder
Communications, Inc. Current Report on Form 8-K dated June 2, 1997, which is
incorporated by reference in this Registration Statement on Form S-8.
/s/ Price Waterhouse
Price Waterhouse
Chartered Accountants
and Registered Auditors
Bristol, England
August 13, 1997
