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As filed with the Securities and Exchange Commission on July 8, 1999
==============================================================================
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
Incorporation or Organization) Identification No.)
6903 Rockledge Drive
15/th/ Floor
Bethesda, MD 20817
(301) 468-1010
(Address of Principal Executive Offices)
----------------------------
Snyder Communications, Inc.
Employee Stock Purchase Plan
(Full Title of the Plan)
----------------------------
A. Clayton Perfall
6903 Rockledge Drive
15/th/ Floor
Bethesda, MD 20817
(Name and Address of Agent for Service)
(301) 468-1010
--------------
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas H. McCormick, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Amount To Be Aggregate Offering Aggregate Offering Registration
Be Registered Registered Price Per Share Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,500,000(1) $31.91(2) $79,775,000(2) $22,177.45
$.001 par value
per share
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Snyder Communications, Inc.
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
- ----------------------
* Information required in Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933 is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by this
reference and made a part hereof:
(a) The Annual Report on Form 10-K of Snyder Communications, Inc.
(the "Registrant") for the year ended December 31, 1998.
(b) The following reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the documents
referred to in (a) above:
(i) The Proxy Statement in connection with the
Registrant's 1999 Annual Meeting of Stockholders.
(ii) The Registrant's Quarterly Report on Form 10-Q for
its fiscal quarter ended March 31, 1999.
(iii) Amendment No. 1 to the Registrant's Quarterly Report
on Form 10-Q for its fiscal quarter ended March 31,
1999.
(iv) The Registrant's Current Report on Form 8-K dated
December 31, 1998 and filed March 19, 1999.
(v) The Registrant's Current Report on Form 8-K dated
January 31, 1999 and filed March 2, 1999.
(c) The description of the Registrant's Common Stock contained in the
Registrants' Registration Statement on Form 8-A filed with the
Commission on September 9, 1996, to register the Common Stock of
the Registrant under Section 12(g) of the Exchange Act, including
any amendment or report filed for the purposes of updating such
description.
(d) The Registrant's Registration Statement on Form S-4 (File
No. 333-81749)
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 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 Registrant's Bylaws provide that the Registrant 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 Registrant, on the same conditions provided by
the DGCL. The Registrant's Bylaws further provide that the Registrant shall
indemnify any such person in any threatened, pending or completed action or suit
by or on behalf of the Registrant 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 Registrant. In addition, the
Registrant'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 Registrant's
Certificate of Incorporation contains a provision eliminating the personal
liability of a director to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, subject to certain
exceptions.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
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Item 8. Exhibits.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Certificate of Incorporation of the Company (incorporated by
reference herein to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, File No. 333-7495, as
amended).
4.2 Bylaws of the Company, as amended (incorporated by reference
herein to Exhibit 3.2 to the Registrant's Form 10-K for the
year ended December 31, 1998).
4.3 Specimen common stock certificate (incorporated by reference
herein to Exhibit 4.2 to Amendment No. 5 to the Company's
Registration Statement on Form S-1, File No. 333-7495).
5 Form of opinion of Shaw Pittman as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Shaw Pittman (filed herewith as part of Exhibit
5).
23.2 Consent of Arthur Andersen LLP (filed herewith).
23.3 Consent of Price Waterhouse (filed herewith).
23.4 Consent of Grant Thornton LLP (filed herewith).
Item 9. Undertakings.
(a) 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 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 there) which, individually or the
aggregate, represents 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 not previously disclosed in
the registration statement or any material change to
such information in the registration statements;
5
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(2) 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.
(3) To remove from registration by means of a post-effective
amendment any securities which remain unsold at the
termination of the offering.
(b) Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
6
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bethesda, Maryland, on this 8th day of July, 1999.
SNYDER COMMUNICATIONS, INC.
(Registrant)
/s/ DANIEL M. SNYDER
------------------------
Daniel M. Snyder
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements on the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
Chairman of the Board of
/s/ Daniel M. Snyder Directors and Chief July 8, 1999
- --------------------------- Executive Officer
Daniel M. Snyder (principal executive
officer)
Vice Chairman,
/s/ Michele D. Snyder President, Chief July 8, 1999
- --------------------------- Operating Officer and
Michele D. Snyder Director
/s/ A. Clayton Perfall Chief Financial Officer July 8, 1999
- ------------------------------ and Director (principal
A. Clayton Perfall financial officer)
7
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/s/ David B. Pauken Chief Accounting July 8, 1999
- ------------------------------ Officer and Secretary
David B. Pauken principal accounting
officer)
/s/ Mortimer B. Zuckerman Director July 8, 1999
- ------------------------------
Mortimer B. Zuckerman
/s/ Fred Drasner Director July 8, 1999
- ------------------------------
Fred Drasner
/s/ Philip Guarascio Director July 8, 1999
- ------------------------------
Philip Guarascio
/s/ Mark E. Jennings Director July 8, 1999
- ------------------------------
Mark E. Jennings
8
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Certificate of Incorporation of the Company (incorporated by
reference herein to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File No. 333-7495, as amended).
4.2 Bylaws of the Company, as amended (incorporated by reference
herein to Exhibit 3.2 to the Registrant's Form 10-K for the year
ended December 31, 1998).
4.3 Specimen common stock certificate (incorporated by reference
herein to Exhibit 4.2 to Amendment No. 5 to the Company's
Registration Statement on Form S-1, File No. 333-7495).
5 Form of opinion of Shaw Pittman as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Shaw Pittman (filed herewith as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP (filed herewith).
23.3 Consent of Price Waterhouse (filed herewith).
23.4 Consent of Grant Thornton LLP (filed herewith).
9
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Exhibit 5
SHAW PITTMAN
(a law partnership including professional corporations)
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
July 8, 1999
Snyder Communications, Inc.
6903 Rockledge Drive
15/th/ 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 2,500,000
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. Employee Stock
Purchase Plan (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
Shaw Pittman
<PAGE>
Exhibit 23.2
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 June 22, 1999
included in Snyder Communications Inc.'s registration statement on Form S-4
(File No. 333-81749), and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Washington, D.C.
July 7, 1999
<PAGE>
Exhibit 23.3
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 (i) page 54 of the
Company's Form 10-K; (ii) page F-31 of the Snyder Communications, Inc. Current
Report on Form 8-K dated December 31, 1998 filed on March 19, 1999; (iii) page
F-30 of the Snyder Communications, Inc. current Report on Form 8-K dated
November 25, 1997 filed on January 21, 1998; (iv) page F-39 of the Prospectus
constituting part of the Registration Statement on Form S-3 (Registration No.
333-50929) of Snyder Communications, Inc. dated May 19, 1998; and (v) page 46 of
the Snyder Communications, Inc. current Report on Form 8-K dated October 1, 1998
filed on November 27, 1998; 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
July 7, 1999
<PAGE>
Exhibit 23.4
Consent of Independent Certified Public Accountants
We have issued our report dated April 11, 1997 accompanying the consolidated
financial statements of American List Corporation, appearing in the Annual
Report of Snyder Communications, Inc. on Form 10-K for the year ended December
31, 1998 (the consolidated financial statements of American List Corporation are
not presented separately therein), which is incorporated by reference in this
Registration Statement of Snyder Communications, Inc. on Form S-8. We consent to
the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ GRANT THORNTON LLP
Grant Thornton LLP
Melville, New York
July 7, 1999
