As filed with the Securities and Exchange Commission on November 16, 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
6903 ROCKLEDGE DRIVE, 15TH FLOOR
BETHESDA, MARYLAND 20817
(301) 468-1010
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SNYDER COMMUNICATIONS, INC. SECOND AMENDED
AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full Title of Plans)
A. CLAYTON PERFALL
CHIEF FINANCIAL OFFICER
SNYDER COMMUNICATIONS, INC.
6903 ROCKLEDGE DRIVE, 15TH FLOOR
BETHESDA, MARYLAND 20817
(301) 468-1010
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
Copy to:
NORMAN D. CHIRITE, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
NY2:\844124\02\$3BW02!.DOC\74807.0076
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share Aggregate Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Snyder Communications, Inc.--
SNC Common Stock, par 18,000,000 shares (1) $13.28125(2) $239,062,500(2) $66,459.38
value $.001 per share
- -----------------------------------------------------------------------------------------------------------------------------------
Snyder Communications, Inc.--
Circle.com Common Stock, 5,400,000 shares (3) $15.50(4) $ 83,700,000(4) $23,268.60
par value $.001 per share
===================================================================================================================================
TOTAL $89,727.98
===================================================================================================================================
</TABLE>
(1) Represents the registration of shares of SNC stock issuable under the
Registrant's Second Amended and Restated 1996 Stock Incentive Plan
pursuant to the exercise of options or other awards that have been or may
be granted thereunder. This Registration Statement also covers an
indeterminate number of additional shares of SNC stock that may be
issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, as amended, based on the average of the high and low sales
prices of the Registrant's SNC stock on the New York Stock Exchange on
November 15, 1999.
(3) Represents the registration of shares of Circle.com stock issuable under
the Registrant's Second Amended and Restated 1996 Stock Incentive Plan
pursuant to the exercise of options of other awards that have been or may
be granted thereunder. This Registration Statement also covers an
indeterminate number of additional shares of Circle.com stock that may be
issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.
(4) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, as amended, based upon the average of the high and low sales
prices of the Registrant's Circle.com stock on the National Association
of Securities Dealers Automated Quotation System (NASDAQ) on November 15,
1999.
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EXPLANATORY NOTE
This Registration Statement is intended to register all
shares of Snyder Communications, Inc. -- SNC Common Stock, par value $0.001 per
share, and Snyder Communications, Inc. -- Circle.com Common Stock, par value
$0.001 per share, issued or to be issued under the Second Amended and Restated
1996 Stock Incentive Plan by Snyder Communications, Inc., a Delaware
corporation. Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus to
be distributed to each optionee is not being filed with the Securities and
Exchange Commission. Part II contains information that is required in this
Registration Statement pursuant to Part II of Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 and the statement of availability of information required by Item
2 of Form S-8 and information relating to the Stock Incentive Plan and other
information required by Item 2 of Form S-8 have previously been, or will be,
sent or given to the Stock Incentive 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 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by Snyder
Communications pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this document:
o Snyder Communications' Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
o Snyder Communications' Proxy Statement and Prospectus dated
October 5, 1999 in connection with the special meeting of
stockholders of Sndyer Communications held on October 22, 1999;
o Snyder Communications' Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, as amended on Form 10-Q/A filed
June 28, 1999;
o Snyder Communications' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999;
o Snyder Communications' Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999; and
o Snyder Communications' Current Reports on Form 8-K filed March
2, 1999, March 19, 1999, October 12, 1999 and October 20, 1999.
All documents subsequently filed by Snyder Communications
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities covered by this Registration Statement have
been sold or which deregisters all of the securities then remaining unsold, will
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this document from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this document will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this document modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
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.
The Registrant is incorporated under the laws of the State
of Delaware. Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a Delaware corporation may indemnify any person who is,
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 such corporation), by
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reason of the fact that such person is or was an officer, director, 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 or
enterprise. The indemnity 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 such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was illegal. A Delaware corporation may indemnify any person who was
or is, or is threatened to be made, a party to any threatened, pending or
completed action or suit 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 or enterprise. The
indemnity may include expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if such person is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses (including attorneys' fees) which such officer or director has actually
and reasonably incurred.
Section 145 further provides that the indemnification
provisions of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office.
Snyder Communications' by-laws provide that Snyder
Communications shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers or person controlling Snyder Communications pursuant to the foregoing
provisions, the opinion of the Securities and Exchange Commission is that such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
As permitted by the Delaware General Corporation Law,
Snyder Communications' certificate of incorporation also limits the liability of
directors of Snyder Communications for damages in derivative and third party
lawsuits for breach of a director's fiduciary duty except for liability:
o for any breach of the director's duty of loyalty to Snyder
Communications or its stockholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o for unlawful payments of dividends or unlawful stock purchases
or redemptions as provided in Section 174 of the Delaware
General Corporation Law; or
o for any transaction for which the director derived improper
personal benefit.
The limitation of liability applies only to monetary
damages and, presumably, would not affect the availability of equitable remedies
such as injunction or recission. The limitation of liability applies only to the
acts or omission of directors as directors and does not apply to any such act or
omission as an officer of Snyder Communications or to any liabilities imposed
under federal securities law.
Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him or her and
incurred by him or her in any such capacity, arising out of his or her status as
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such, whether or not the corporation would otherwise have the power to indemnify
him or her under Section 145.
Snyder Communications intends to obtain directors' and
officers' insurance providing indemnification for certain Snyder Communications'
directors, officers, affiliates, partners and employees for certain liabilities.
Snyder Communications' by-laws, among other things,
indemnify Snyder Communications' directors and executive officers for certain
expenses, including attorney's fees, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of Snyder Communications, arising out of such person's services
as a director or executive officer of Snyder Communications, any subsidiary of
Snyder Communications or any other company or enterprise to which the person
provides services at the request of Snyder Communications.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 The Registrant's Registration Statement on Form S-4, No.
333-81749 (the "Form S-4"), registering shares of the
Registrant's SNC Stock and Circle.com Stock.*
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Form S-4).*
4.3 By-laws of the Registrant (filed as Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 (No.
333-7495)).*
4.4 Second Amended and Restated 1996 Stock Incentive Plan of the
Registrant (filed as Exhibit 9.1 to the Form S-4).*
5.1 Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
securities being registered.**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Grant Thornton LLP.**
23.3 Consent of Price Waterhouse.**
23.4 Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1
to this Registration Statement).**
24.1 Powers of Attorney (included in the signature pages of this
Registration Statement).**
- ---------------------------------
* Incorporated by reference.
** Filed herewith.
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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 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; and
(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 that is incorporated by reference in this 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) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
as amended, Snyder Communications 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 the City of New York, State of New
York, as of the 16th day of November, 1999.
SNYDER COMMUNICATIONS, INC.
By: /s/ Daniel M. Snyder
---------------------------------
Daniel M. Snyder
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel M. Snyder and A. Clayton
Perfall, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement and any
related Rule 462(b) registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agents, and each of them, 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 he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities indicated as of the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Daniel M. Snyder Chairman of the Board of Directors and
- ------------------------------------ Chief Executive Officer November 16, 1999
(Daniel M. Snyder)
/s/ Michele D. Snyder Vice Chairman, President, Chief
- ------------------------------------ Operating Officer and Director November 16, 1999
(Michele D. Snyder)
/s/ A. Clayton Perfall Chief Financial Officer and Director November 16, 1999
- ------------------------------------
(A. Clayton Perfall)
/s/ David B. Pauken Chief Accounting Officer and Secretary November 16, 1999
- ------------------------------------
(David B. Pauken)
/s/ Mortimer B. Zuckerman Director November 16, 1999
- ------------------------------------
(Mortimer B. Zuckerman)
/s/ Fred Drasner Director November 16, 1999
- ------------------------------------
(Fred Drasner)
/s/ Philip Guarascio Director November 16, 1999
- ------------------------------------
(Phillip Guarascio)
/s/ Mark E. Jennings Director November 16, 1999
- ------------------------------------
(Mark E. Jennings)
</TABLE>
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Exhibit Index
Exhibit
Number Description
- ------ -----------
4.1 The Registrant's Registration Statement on Form S-4, No.
333-81749 (the "Form S-4"), registering shares of the
Registrant's SNC Stock and Circle.com Stock.*
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Form S-4).*
4.3 By-laws of the Registrant (filed as Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 (No.
333-7495)).*
4.4 Second Amended and Restated 1996 Stock Incentive Plan of the
Registrant (filed as Exhibit 9.1 to the Form S-4).*
5.1 Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
securities being registered.**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Grant Thornton LLP.**
23.3 Consent of Price Waterhouse.**
23.4 Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1
to this Registration Statement).**
24.1 Powers of Attorney (included in the signature pages of this
Registration Statement).**
- ---------------------------------
* Incorporated by reference.
** Filed herewith.
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Exhibit 5.1
[Weil, Gotshal & Manges, LLP Letterhead]
November 16, 1999
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 (the "Registration Statement") relating to the sale, from time to
time, by certain stockholders of the Company identified in the Reoffer
Prospectus (the "Reoffer Prospectus") which form a part of the Registration
Statement (collectively, the "Selling Stockholders"). Capitalized terms defined
in the Registration Statement and used (but not otherwise defined) herein are
used herein 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 legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed 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 2,500,000 shares of Snyder
Communications, Inc. -- SNC Common Stock, par value $0.001 per share, and
625,000 shares of Snyder Communications, Inc. -- Circle.com Common Stock, par
value $0.001 per share (together, the "Common Stock") 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 the
Snyder Communications, Inc. Second Amended and Restated Stock Incentive Plan
will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate
laws of the State of Delaware and the federal laws of the United States, and we
express no opinion as to the effect on the matters covered by this letter of the
laws of any other jurisdiction.
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 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated June
22, 1999, on the consolidated financial statements of Snyder Communications,
Inc. and our reports dated August 23, 1999 on the financial statements of SNC
and the financial statements of Circle.com, included in Snyder Communications,
Inc.'s registration statement on Form S-4 (No. 333-81749), as amended and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Vienna Virginia
November 11, 1999
Exhibit 23.2
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 and the Proxy Statement and Prospectus of Snyder Communications, Inc.
dated October 5, 1999 (the consolidated financial statements of American List
Corporation are not presented separately therein), which are incorporated by
reference in this Registration Statement on Form S-8 of Snyder Communications,
Inc. We consent to the incorporation by reference in this Registration
Statement on Form S-8 of the aforementioned report.
GRANT THORTON LLP
Melville, New York
November 11, 1999
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, relating to the financial statements of Brann Holdings Limited, which
appears on pages F-41 and F-75 of the Snyder Communications, Inc Registration
Statement Amendment No. 5 to Form S-4 (Registration No. 333-81749).
PRICE WATERHOUSE
Price Waterhouse
Chartered Accountants and Registered Auditors
Bristol, England
November 11, 1999
