As filed with the Securities and Exchange Commission on March 19, 1999
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
(State or Other Jurisdiction of Incorporation or Organization)
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
(301) 468-1010
(Address of Principal Executive Offices)
1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN FOR
KEY EMPLOYEES OF R.A.B. ADVERTISING, INC.
AND CERTAIN OTHER INDIVIDUALS;
ARNOLD FORTUNA LAWNER & CABOT INC. INCENTIVE
STOCK OPTION PLAN;
RESPONSE MARKETING GROUP, LLC OPTION PLAN FOR EMPLOYEES;
AND
CERTAIN AGREEMENTS RELATING TO THE GRANT OF OPTIONS TO
EMPLOYEES OF NATIONAL SALES SERVICES, INC.
(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)
Copy to:
Norman D. Chirite, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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NYFS01...:\07\74807\0003\2139\FRMD298R.14D
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title Of Securities To Be Registered Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 539,912 (2) $10.73 $5,793,255.70 $1,610.25
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 40,329 (3) $7.70 $310,533.30 $86.33
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 70,980 (4) $25.41 $1,803,601.80 $501.40
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 8,533 (5) $0.10 $853.30 $0.24
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 17,075 (6) $0.01 $170.75 $0.05
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL $2,199.00
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
prices at which the options to purchase the shares of Company Common Stock
may be exercised.
(2) Issuable pursuant to the 1995 Incentive and Nonqualified Stock Option Plan
for Key Employees of R.A.B. Advertising Inc. and Certain Other
Individuals.
(3) Issuable pursuant to the Arnold Fortuna Lawner & Cabot Inc. Incentive
Stock Option Plan.
(4) Issuable pursuant to the Response Marketing Group, LLC Option Plan for
Employees.
(5) Issuable pursuant to the option agreement between Response Marketing
Group, LLC and Tatum CFO, LLP under the Response Marketing Group, LLC
Option Plan for Employees.
(6) Issuable pursuant to the Non-Qualified Stock Option Agreement, between
National Sales Services, Inc. and each of Alan Rizzi, Susan Lackey, Pat
Beckmeyer, Bernard Findley, Lisa McGahren and Sherry Lopes-Wilson.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register 676,829
shares of common stock, par value $.001 per share ("Company Common Stock"), of
Snyder Communications, Inc., a Delaware corporation (the "Company"), for
issuance pursuant to options assumed by the Company in connection with certain
acquisitions as set forth in Item 1 of this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
(A) The 1995 Incentive and Nonqualified Stock Option Plan for Key Employees of
R.A.B. Advertising Inc. and Certain Other Individuals.
Pursuant to the Agreement and Plan of Merger, dated as of December
31, 1997 (the "BMT Merger Agreement"), the Company, Snyder G A Acquisition,
Inc., a Delaware corporation and wholly owned subsidiary of the Company ("G A
Acquisition"), and Blau Marketing Technologies, Inc., a Delaware corporation
("BMT"), G A Acquisition has been merged with and into BMT and BMT has become a
wholly owned subsidiary of the Company (the "BMT Merger") as of January 29,
1998, the effective time of the BMT Merger (the "BMT Effective Time"). Pursuant
to the BMT Merger Agreement, each option to purchase shares of common stock,
$0.01 par value, of BMT (the "BMT Common Stock") outstanding at the BMT
Effective Time (each, a "BMT Option") under BMT's 1995 Incentive and
Nonqualified Stock Option Plan for Key Employees of R.A.B. Advertising Inc. and
Certain Other Individuals (the "BMT Option Plan") will be exercisable upon the
same terms and conditions as under such BMT Option (including term,
exercisability and vesting schedule) for the same number of whole shares of
Company Common Stock as the holder of such BMT Option would have been entitled
to receive in the BMT Merger (whether or not vested or exercisable) had such
holder exercised such BMT Option in full immediately prior to the BMT Effective
Time for shares of BMT Common Stock, at a price per share of Company Common
Stock equal to the per share exercise price for the shares of BMT Common Stock
otherwise purchasable pursuant to such BMT Option divided by 0.764. The BMT
Option Plan is filed as an exhibit to this Registration Statement.
(B) The Arnold Fortuna Lawner & Cabot Inc. Incentive Stock Option Plan.
Pursuant to the Agreement and Plan of Merger, dated as of March 25,
1998 (the "Arnold Merger Agreement"), among the Company, Snyder AR Acquisition,
LLC, a Delaware limited liability company and wholly owned subsidiary of the
Company ("AR Acquisition"), Arnold Communications, Inc., a Massachusetts
corporation ("Arnold") and the voting stockholders of Arnold party thereto, AR
Acquisition has been merged with and into Arnold and Arnold has become a wholly
owned subsidiary of the Company (the "Arnold Merger") as of March 25, 1998, the
effective time of the Arnold Merger (the "Arnold Effective Time"). Pursuant to
the Arnold Merger Agreement, each option to purchase shares of common stock, no
par value, of Arnold (the "Arnold Common Stock") outstanding at the Arnold
Effective Time (each, an "Arnold Option") under the Arnold Fortuna Lawner &
Cabot Inc. Incentive Stock Plan (the "Arnold Option Plan") will be exercisable
upon the same terms and conditions as under such Arnold Option (including term,
exercisability and vesting schedule) for the same number of whole shares of
Company Common Stock as the holder of such Arnold Option would have been
entitled to receive in the Arnold Merger (whether or not vested or exercisable)
had such holder exercised such Arnold Option in full immediately prior to the
Arnold Effective Time for shares of Arnold Common Stock, at a price per share of
Company Common Stock equal to the per share exercise price for the shares of
Arnold Common Stock otherwise purchasable pursuant to such Arnold Option divided
by 39.749. The Arnold Option Plan is filed as an exhibit to this Registration
Statement.
<PAGE>
(C) The Response Marketing Group, LLC Option Plan for Employees.
Pursuant to the Agreement and Plan of Merger, dated October 1, 1998
(the "RMG Merger Agreement"), among the Company, Snyder RM Acquisition, LLC, a
Georgia limited liability company and wholly owned subsidiary of the Company
("RMG Acquisition Sub"), Snyder RA Acquisition, LLC, a Georgia limited liability
company and indirect wholly owned subsidiary of the Company ("Analytics
Acquisition Sub"), Response Marketing Group, LLC, a Georgia limited liability
company ("RMG"), Response Analytics, Inc., a Georgia corporation ("Analytics"),
the members of RMG and the stockholders of Analytics (collectively, the
"Equityholders"), RMG has been merged with and into RMG Acquisition Sub, and RMG
has become a wholly owned subsidiary of the Company (the "RMG Merger") as of
October 1, 1998, the effective time of the RMG Merger (the "RMG Effective
Time"). Pursuant to the RMG Merger Agreement, each option to purchase membership
interests in RMG (the "RMG Membership Interests") outstanding at the RMG
Effective Time (each, an "RMG Option") under the Response Marketing Group, LLC
Option Plan for Employees (the "RMG Option Plan") will be exercisable upon the
same terms and conditions as under such RMG Option (including term,
exercisability and vesting schedule) for the same number of whole shares of
Company Common Stock as the holder of such RMG Option would have been entitled
to receive in the RMG Merger (whether or not vested or exercisable) had such
holder exercised such RMG Option in full for RMG Membership Interests
immediately prior to the RMG Effective Time, at the price per share of Company
Common Stock set forth on Schedule 4.6 attached thereto. The RMG Option Plan is
filed as an exhibit to this Registration Statement.
(D) The NSS Option Agreements
Pursuant to the Agreement and Plan of Merger, dated November 24,
1998 (the "NSS Merger Agreement"), among the Company, Snyder N Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of the Company
("Acquisition"), National Sales Services, Inc., a Delaware corporation ("NSS")
and Paul J. McMahon, the sole stockholder of NSS (the "Stockholder"),
Acquisition has been merged with and into NSS, and NSS has become a wholly owned
subsidiary of the Company (the "NSS Merger") as of November 24, 1998, the
effective time of the NSS Merger (the "NSS Effective Time"). Pursuant to the NSS
Merger Agreement, each option to purchase shares of common stock, $0.01 par
value, of NSS (the "NSS Common Stock") outstanding at the Effective Time (each,
an "NSS Option") under certain option agreements (the "NSS Option Agreements")
will be exercisable upon the same terms and conditions as under such NSS Option
(including term, exercisability and vesting schedule) for the same number of
whole shares of Company Common Stock as the holder of such NSS Option would have
been entitled to receive in the NSS Merger (whether or not vested or
exercisable) had such holder exercised such NSS Option in full immediately prior
to the NSS Effective Time for shares of NSS Common Stock, at a price per share
of Company Common Stock equal to the per share exercise price for the shares of
NSS Common Stock otherwise purchasable pursuant to such NSS Option divided by
294.54. The NSS Option Agreements are 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
<PAGE>
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 BMT Option Plan, the Arnold Option Plan, the
RMG Option Plan and the NSS Option Agreements, and the administrators of such
option plans and agreements 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:
(i) The Company's Registration Statement on Form S-3 (Registration No.
333-50929), as amended;
(ii) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1997;
(iii) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(iv) The Company's Current Reports on Form 8-K filed with the SEC on January
21, 1998, February 18, 1998, March 31, 1998, April 3, 1998 (filed,
as amended, on May 15, 1998), May 5, 1998, May 20, 1998, May 21,
1998, September 14, 1998 (filed, as amended, on November 13, 1998),
September 25, 1998, November 27, 1998, November 30, 1998, March
3, 1999 and March 19, 1999; and
(v) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed with the SEC on September
9, 1996, including any amendment or report filed for the purposes of
updating such description.
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
II-1
<PAGE>
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 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
----------------------
4.1 - The Certificate of Incorporation of the Company, as amended,
filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998, and incorporated
herein by this reference.
4.2 - The Bylaws of the Company, filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1, as amended
(Registration No. 333-7495), and incorporated herein by
reference.
4.3 - Snyder Communications, Inc. 1996 Stock Incentive Plan, as
amended, filed as Exhibit 10.1 to the Company's Registration
Statement on Form S-1, as amended (Registration No.
333-33691), and incorporated herein by reference.
4.4 - 1995 Incentive and Nonqualified Stock Option Plan for Key
Employees of R.A.B. Advertising, Inc. and Certain Other
Individuals.
4.5 - Arnold Fortuna Lawner & Cabot Inc. Incentive Stock Option
Plan.
4.6 - Response Marketing Group, LLC Option Plan for Employees.
4.7(a) - Non-Qualified Stock Option Agreement, dated January 19, 1995,
between National Sales Services, Inc. and Alan Rizzi.
4.7(b) - Non-Qualified Stock Option Agreement, dated September 30,
1996, between National Sales Services, Inc. and Susan Lackey.
4.7(c) - Non-Qualified Stock Option Agreement, dated March 21, 1997,
between National Sales Services, Inc. and Susan Lackey.
4.7(d) - Non-Qualified Stock Option Agreement, dated October 16, 1996,
between National Sales Services, Inc. and Pat Beckmeyer.
4.7(e) - Letter Agreement, dated April 2, 1998, between National Sales
Services, Inc. and Bernard Findley.
4.7(f) - Non-Qualified Stock Option Agreement, dated July 20, 1998,
between National Sales Services, Inc. and Lisa McGahren.
4.7(g) - Non-Qualified Stock Option Agreement, dated July 20, 1998,
between National Sales Services, Inc. and Sherry Lopes-Wilson.
5.1 - Opinion of Weil, Gotshal & Manges LLP.
II-3
<PAGE>
23.1 - Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 - Consent of Grant Thornton LLP, Independent Certified Public
Accountants.
23.3 - Consent of Price Waterhouse, Chartered Accountants and
Registered Auditors.
23.4 - Consent of Weil, Gotshal & Manges LLP (filed as part of
Exhibit 5.1 hereto).
II-4
<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-5
<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-6
<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 19th day of March, 1999.
SNYDER COMMUNICATIONS, INC.
/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.
Signature Title Date
- --------- ----- ----
/s/ DANIEL M. SNYDER Chairman of the Board March 19, 1999
- --------------------
Daniel M. Snyder of Directors and Chief
Executive Officer
/s/ MICHELE D. SNYDER Vice Chairman, President, March 19, 1999
- ---------------------
Michele D. Snyder Chief Operating Officer
and Director
/s/ A. CLAYTON PERFALL Chief Financial Officer March 19, 1999
- ---------------------- and Director
A. Clayton Perfall
/s/ DAVID B. PAUKEN Chief Accounting Officer March 19, 1999
- ------------------- and Secretary
David B. Pauken
II-7
<PAGE>
/s/ MORTIMER B. ZUCKERMAN Director March 19, 1999
- -------------------------
Mortimer B. Zuckerman
/s/ FRED DRASNER Director March 19, 1999
- ----------------
Fred Drasner
/s/ PHILIP GUARASCIO Director March 19, 1999
- --------------------
Philip Guarascio
/s/ MARK E. JENNINGS Director March 19, 1999
- --------------------
Mark E. Jennings
II-8
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
4.4 - 1995 Incentive and Nonqualified Stock Option Plan for Key
Employees of R.A.B. Advertising, Inc. and Certain Other
Individuals.
4.5 - Arnold Fortuna Lawner & Cabot Inc. Incentive Stock Option
Plan.
4.6 - Response Marketing Group, LLC Option Plan for Employees.
4.7(a) - Non-Qualified Stock Option Agreement, dated January 19, 1995,
between National Sales Services, Inc. and Alan Rizzi.
4.7(b) - Non-Qualified Stock Option Agreement, dated September 30,
1996, between National Sales Services, Inc. and Susan Lackey.
4.7(c) - Non-Qualified Stock Option Agreement, dated March 21, 1997,
between National Sales Services, Inc. and Susan Lackey.
4.7(d) - Non-Qualified Stock Option Agreement, dated October 16, 1996,
between National Sales Services, Inc. and Pat Beckmeyer.
4.7(e) - Letter Agreement, dated April 2, 1998, between National Sales
Services, Inc. and Bernard Findley.
4.7(f) - Non-Qualified Stock Option Agreement, dated July 20, 1998,
between National Sales Services, Inc. and Lisa McGahren.
4.7(g) - Non-Qualified Stock Option Agreement, dated July 20, 1998,
between National Sales Services, Inc. and Sherry Lopes-Wilson.
5.1 - Opinion of Weil, Gotshal & Manges LLP.
23.1 - Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 - Consent of Grant Thornton LLP, Independent Certified Public
Accountants.
23.3 - Consent of Price Waterhouse, Chartered Accountants and
Registered Auditors.
23.4 - Consent of Weil, Gotshal & Manges LLP (filed as part of
Exhibit 5.1 hereto).
Exhibit 4.4
1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR KEY EMPLOYEES OF
RAB ADVERTISING, INC. AND CERTAIN OTHER INDIVIDUALS
1. Purpose of the Plan
This 1995 Incentive and Nonqualified Stock Option Plan (the "Plan") is
intended as an incentive, to retain in the employ of RAB Advertising, Inc. (the
"Company") and any Subsidiary of the Company (within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code")), persons
of training, experience and ability, to attract new employees whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of
the Company and its Subsidiaries. In addition, the Company and its Subsidiaries
may seek to engage certain individuals as consultants or in other capacities and
in connection with such services may provide Nonqualified Options (as
hereinafter defined) to such individuals.
It is further intended that certain options granted pursuant to the Plan
shall constitute incentive stock options within the meaning of Section 422 of
the Code ("Incentive Options") while certain other options granted pursuant to
the Plan shall be nonqualified stock options ("Nonqualified Options"). Incentive
Options and the Nonqualified Options are hereinafter referred to collectively as
"Options".
2. Administration of the Plan
The Board of Directors of the Company (the "Board") shall appoint and
maintain as administrator of the Plan a Committee (the "Committee") consisting
of one or more Directors of the Company. The member(s) of the Committee shall
serve at the pleasure of the Board.
The Committee, subject to Section 3 hereof, shall have full power and
authority to designate recipients of Options, to determine the terms and
conditions of respective Option agreements (which need not be identical) and to
interpret the provisions and supervise the administration of the Plan. Subject
to Section 7 hereof, the Committee shall have the authority, without limitation,
to designate which Options granted under the Plan shall be Incentive Options and
which shall be Nonqualified Options. To the extent any Option does not qualify
as an Incentive Option, it shall constitute a separate Nonqualified Option.
Notwithstanding any provision in the Plan to the contrary, Options may be
granted under the Plan to any member of the Committee during the term of his
membership on the Committee, subject to approval of the Board of Directors.
Subject to the provisions of the Plan, the Committee shall interpret the Plan
and all Options granted under the Plan, shall make such rules as it deems
necessary for the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of the Plan and
shall correct any defects or supply any omission or reconcile any inconsistency
in the Plan or in any Options granted under the Plan in the manner and to the
extent that the Committee deems desirable to carry the Plan or any Options into
effect. The act or determination of a majority of the Committee shall be deemed
to be the act or determination of the Committee and any decision reduced to
writing and signed by all of the members of the Committee shall be fully
effective as if it had been made by a majority at a meeting duly held. Subject
to the provisions of the Plan, any action taken or determination made by the
Committee pursuant to this and the other paragraphs of the Plan shall be
conclusive on all parties.
<PAGE>
3. Designation of Optionees.
The persons eligible for participation in the Plan as recipients of Options
("Optionees") shall include only full-time key employees of the Company or any
Subsidiary or persons who perform consulting or other services on behalf of the
Company. In selecting Optionees, and in determining the number of shares to be
covered by each Option granted to Optionees, the Committee may consider the
office or position held by the Optionee, the Optionee's degree of responsibility
for and contribution to the growth and success of the Company or any Subsidiary,
the Optionee's length of service, age, promotions, potential and any other
factors which the Committee may consider relevant. An employee who has been
granted an Option hereunder may be granted an additional Option or Options, if
the Committee shall so determine.
4. Stock Reserved for the Plan.
Subject to adjustment as provided in Section 7 hereof, a total of two hundred
and fifty thousand (250,000) shares of common stock, $.01 par value ("Stock"),
of the Company shall be subject to the Plan. The shares of Stock subject to the
Plan shall consist of unissued shares or previously issued shares reacquired and
held by the Company or any Subsidiary of the Company, and such amount of shares
of Stock shall be and is hereby reserved for such purpose. Any of such shares of
Stock which may remain unsold and which are not subject to outstanding Options
at the termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan the Company shall at all times reserve a
sufficient number of shares of Stock to meet the requirements of the Plan.
Should any Option expire or be cancelled prior to its exercise in full or should
the number of shares of Stock to be delivered upon the exercise in full of an
Option be reduced for any reason, the shares of Stock theretofore subject to
such Option may again be subject to an Option under the Plan.
5. Terms and Conditions of Options.
Options granted under the Plan shall be subject to the following conditions
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The purchase price of each share of Stock purchasable under
------------
an Option shall be determined by the Committee at the time of grant but shall
not be less than 100% of the fair market value of such share of Stock on the
date the Option is granted in the case of an Incentive Option; provided,
however, that with respect to an Incentive Option, in the case of an Optionee
who, at the time such Option is granted, owns (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or of any Subsidiary, then the purchase price
per share of Stock shall be at least 110% of the Fair Market Value (as defined
below) per share of Stock at the time of grant. The exercise price for each
incentive stock option shall be subject to adjustment as provided in Section 7
below. The fair market value ("Fair Market Value") means the closing price of
publicly traded shares of Stock on the national securities exchange on which
shares of Stock are listed, (if the shares of Stock are so listed) or on the
NASDAQ Stock Market System (if the shares of Stock are regularly quoted on the
NASDAQ Stock Market System), or, if not so listed or regularly quoted, the mean
between the closing bid and asked prices of publicly traded shares of Stock in
the over-the-counter market, or, if such bid and asked prices shall not be
available, as reported by any nationally recognized quotation service selected
by the Company, or as determined by the Committee in a manner consistent with
the provisions of the Code.
<PAGE>
(b) Option Term. The term of each Option shall be fixed by the Committee, but
-----------
no Option shall be exercisable more than ten years after the date such Option is
granted; provided, however, that in the case of an Optionee who, at the time
such Option is granted, owns more than 10% of the total combined voting power of
all classes of stock of the Company or any Subsidiary, then in the event that
such individual is granted an Incentive Option; such Option shall not be
exercisable with respect to any of the shares subject to such Option later than
the date which is five years after the date of grant.
(c) Exercisability. Subject to paragraph (j) of this Section 5, Options shall
--------------
be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee at grant, provided, however, that except as
provided in paragraphs (f) and (g) of this Section 5, unless a shorter or longer
vesting period is otherwise determined by the Committee at grant, Options shall
be exercisable as follows: up to one-third (1/3) of the aggregate shares of
Stock purchasable under an Option shall be exercisable commencing one year after
the date of grant, an additional one-third (1/3) of the aggregate initial shares
of Stock purchasable under an Option shall be exercisable commencing two years
after the date of grant, and the balance shall be exercisable commencing three
years after the date of the grant. The Committee may waive such installment
exercise provision at any time in whole or in part based on performance and/or
such other factors as the Committee may determine in its sole discretion,
provided, however, no Option shall be exercisable until more than six months
have elapsed from the date of grant of such Option.
(d) Method of Exercise. Options may be exercised in whole or in part at any
------------------
time during the option period, by giving written notice to the Company
specifying the number of shares to be purchased, accompanied by payment in full
of the purchase price, in cash, by check or such other instrument as may be
acceptable to the Committee. As determined by the Committee, in its sole
discretion, at or after grant, payment in full or in part may also be made in
the form of Stock owned by the Optionee for at least six months (based on the
Fair Market Value of the Stock on the trading day before the Option is
exercised); provided, however, that if such Stock was issued pursuant to the
exercise of an Incentive Option under the Plan, the holding requirements for
such Stock under the Code shall first have been satisfied. An Optionee shall
have the rights to dividends or other rights of a stockholder with respect to
shares subject to the Option after (i) the Optionee has given written notice of
exercise and has paid in full for such shares and (ii) becomes a stockholder of
record.
(e) Non-transferability of Options. Options are not transferable and may be
-------------------
exercised solely by the Optionee during his lifetime, or to immediate family
members of the Optionee or pursuant to a qualified domestic relations order; or
after his death by the person or persons entitled thereto under his will or the
laws of descent and distribution. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of, or to subject to execution, attachment or
similar process, any Option contrary to the provisions hereof shall be void and
ineffective and shall give no right to the purported transferee.
(f) Termination by Death. Unless otherwise determined by the Committee at
--------------------
grant, if any Optionee's employment with the Company or any Subsidiary
terminates by reason of death, the Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the Optionee under the will of the Optionee, for a
period of one year from the date of such death or until the expiration of the
stated term of such Option as provided under the Plan, whichever period is
shorter.
(g) Termination by Reason of Disability. Unless otherwise determined by the
-----------------------------------
Committee at grant, if any Optionee's employment with the Company or any
Subsidiary terminates by reason of total and permanent disability as determined
under the Company's long term disability policy ("Disability"), any
<PAGE>
Option held by such Optionee may thereafter be exercised, to the extent it was
exercisable at the time of termination due to Disability (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be
exercised after one year from the date of such termination of employment or the
expiration of the stated term of such Option, whichever period is shorter.
(h) Termination by Reason of Retirement. Unless otherwise determined by the
-----------------------------------
Committee at grant, if any Optionee's employment with the Company or any
Subsidiary terminates by reason of Retirement (as such terms are defined below),
any Option held by such Optionee may thereafter be exercised to the extent it
was exercisable at the time of such Retirement (as defined below) (or on such
accelerated basis as the Committee shall determine at or after grant), but may
not be exercised after three months from the date of such termination of
employment or the expiration of the stated term of such Option, whichever period
is shorter.
For purposes of this paragraph (h), Retirement shall mean retirement from
active employment with the Company or any Subsidiary on or after the date in
which the Optionee attains age 65.
(i) Other Termination. Unless otherwise determined by the Committee at grant,
-----------------
if any Optionee's employment with the Company or any Subsidiary terminates for
any reason other than death, Disability or Retirement, the Option shall
thereupon terminate, except that the exercisable portion of any Option which was
exercisable on the date of such termination of employment may be exercised by
the end of the last day that the Optionee is employed by the Company. The
transfer of an Optionee from the employ of the Company to a Subsidiary, or vice
versa, or from one Subsidiary to another, shall not be deemed to constitute a
termination of employment for purposes of the Plan.
(j) Limit on Value of Incentive Option. The aggregate Fair Market Value,
----------------------------------
determined as of the date the Option is granted, of the Stock for which
Incentive Options are exercisable for the first time by any Optionee during any
calendar year under the Plan (and/or any other stock opt ion plans of the
Company or any Subsidiary) shall not exceed $100,000.
(k) Transfer of Incentive Option Shares. The stock option agreement
-----------------------------------
evidencing any Incentive Options granted under this Plan shall provide that if
the Optionee makes a disposition, within the meaning of Section 424(c) of the
Code and regulations promulgated thereunder, of any share or shares of Stock
issued to him pursuant to his exercise of an Incentive Option granted under the
Plan within the two-year period commencing on the day after the date of the
grant of such Incentive Option or within a one-year period commencing on the day
after the date of transfer of the share or shares to him pursuant to the
exercise of such Incentive Option, he shall, within ten days of such
disposition, notify the Company thereof and immediately deliver to the Company
any amount of federal income tax withholding required by law.
6. Term of Plan.
No Option shall be granted pursuant to the Plan on or after the tenth
anniversary of the date the Plan is approved by the Board, but Options granted
may extend beyond that date.
7. Capital Change of the Company.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, the
Committee shall make an appropriate and equitable adjustment in the number and
kind of shares reserved for issuance under the Plan and in the number and
<PAGE>
option price of shares subject to outstanding Options granted under the Plan, to
the end that after such event each Optionee's proportionate interest shall be
maintained as immediately before the occurrence of such event. Notwithstanding
the foregoing, there shall be no adjustment for the issuance of Shares on
conversion of notes, preferred stock or exercise of warrants or Shares issued by
the Board for such consideration as the Board deems appropriate.
8. Purchase for Investment.
Unless the Options and shares covered by the Plan have been registered under
the Securities Act of 1933, as amended, or the Company has determined that such
registration is unnecessary, each person exercising an Option under the Plan may
be required by the Company to give a representation in writing that he is
acquiring the shares for his own account for investment and not with a view to,
or for sale in connection with, the distribution of any part thereof.
9. Taxes.
The Company may make such provisions as it may deem appropriate, consistent
with applicable law, in connection with any Options granted under the Plan with
respect to the withholding of any taxes or any other tax matters.
10.Effective Date of Plan.
The Plan shall be effective on the date it is approved by the Board, provided
however that the Plan shall be subject to the subsequent approval by majority
vote of the Company's stockholders within one (1) year from the date approved by
the Board.
11.Amendment and Termination.
The Board may amend, suspend, or terminate the Plan, except that no amendment
shall be made which would impair the right of any Optionee under any Option
theretofore granted without his consent, and except that no amendment shall be
made which, without the approval of the stockholders in the manner provided in
Rule 16b-3 of the Act, would:
(a) materially increase the number of shares which may be issued under the
Plan, except as is provided in Section 7;
(b) materially increase the benefits accruing to the Optionees under the
Plan; or
(c) materially modify the requirements as to eligibility for participation
in the Plan.
The Committee may amend the terms of any Option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Optionee without his consent. The Committee may also substitute new Options
for previously granted Options, including options granted under other plans
applicable to the participant and previously granted Options having higher
option prices, upon such terms as the Committee may deem appropriate.
<PAGE>
12.Reorganization etc.
Notwithstanding any other provisions in Section 5 hereof, upon the
dissolution or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company is not the surviving corporation, or upon a sale of substantially
all of the property or more than 80% of the then outstanding shares of Common
Stock of the Company to another corporation, the Company shall give to each
Optionee at the time of adoption of the plan or agreement for liquidation,
dissolution, merger or sale either (1) a reasonable time thereafter within which
to exercise the Option prior to the effective date of such liquidation or
dissolution, merger or sale, or (2) the right to exercise the Option in its
entirety as to an equivalent number of shares of Common Stock of the corporation
succeeding the Company or acquiring its business by reason of such liquidation,
dissolution, merger, consolidation or reorganization.
13. Government Regulations.
The Plan, and the granting and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.
14.General Provisions.
(a) Certificates. All certificates for shares of Stock delivered under the
------------
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange or
trading system upon which the Stock is then listed, and any applicable Federal
or state securities law, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.
(b) Employment Matters. The adoption of the Plan shall not confer upon any
------------------
Optionee of the Company or any Subsidiary, any right to continued employment
(or, in case the Optionee is also a director, continued retention as a director)
with the Company or a Subsidiary, as the case may be, nor shall it interfere in
any way with the right of the Company or any Subsidiary to terminate the
employment of any of its employees at any time.
(c) Limitation of Liability. No member of the Board or the Committee, or any
-----------------------
officer or employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.
(d) Registration of Options. Notwithstanding any other provision in the Plan,
-----------------------
no Option may be exercised unless and until the Stock to be issued upon the
exercise thereof has been registered under the Securities Act of 1933 and
applicable state securities laws, or are, in the opinion of counsel to the
Company, exempt from such registration. The Company shall not be under any
obligation to register under applicable federal or state securities laws any
Stock to be issued upon the exercise of an Option granted hereunder, or to
comply with an appropriate exemption from registration under such laws in order
to permit the exercise of an Option and the issuance and sale of the Stock
subject to such Option; however, the Company may in its sole discretion register
such Stock at such time as the Company shall
<PAGE>
determine. If the Company chooses to comply with such an exemption from
registration, the Stock issued under the Plan may at the direction of the
Committee, bear an appropriate restrictive legend restricting the transfer or
pledge of the Stock represented thereby, and the Committee may also give
appropriate stop-transfer instructions to the transfer agent to the Company.
Exhibit 4.5
ARNOLD FORTUNA LAWNER & CABOT INC.
Incentive Stock Option Plan
---------------------------
1. Definitions. As used in this Incentive Stock Option Plan of Arnold
-----------
Fortuna Lawner & Cabot, Inc., the following terms shall have the following
meanings:
1.1. Board shall mean the Company's Board of Directors.
-----
1.2. Code shall mean the Internal Revenue Code of 1986, as amended
----
from time to time.
1.3. Company shall mean Arnold Fortuna Lawner & Cabot Inc.
-------
1.4. Fair Market Value shall mean the value of a share of Stock of
-----------------
the Company on any date as determined by the Board.
1.5. Grant Date shall mean the date on which an Option is granted,
----------
as specified in Section 7.
1.6. Option shall mean an option, granted under this Plan, to
------
purchase shares of Stock.
1.7. Option Agreement shall mean an agreement between the Company
----------------
and an Optionee, setting forth the terms and conditions of an Option.
1.8. Option Price shall mean the price per share of the Stock to be
------------
paid by an Optionee upon exercising an Option under this Plan.
1.9. Option Share shall mean any share of Stock transferred to an
------------
Optionee upon exercise of an Option pursuant to this plan.
1.10. Optionee shall mean a person eligible to receive an Option, as
--------
provided in Section 6, to whom an Option shall have been granted under
this Plan.
1.11. Plan shall mean this Incentive Stock Option Plan of the
----
Company as it may be amended from time to time.
1.12. Stock shall mean the voting common stock, without par value,
-----
of the Company, and the non-voting common stock, without par value, of the
Company.
2. Purpose. This Incentive Stock Option Plan is intended to encourage
-------
ownership of the Stock by key employees of the Company and to provide additional
incentive for them to promote the growth, development and financial success of
the Company's business. This Plan is intended to be an incentive stock option
plan, and the Options under this Plan are intended to qualify as incentive stock
options, within the meaning of Section 422 of the Code.
<PAGE>
3. Effective Date and Term of the Plan. This Plan shall become effective
-----------------------------------
on June 26, 1995. No Option shall be granted pursuant to this Plan after June
25, 2005, but Options theretofore granted may
extend beyond that date in accordance with their terms.
4. Stock Subject to the Plan. Subject to adjustment as provided in Section
-------------------------
14 of this Plan, at no time shall the sum of (i) the number of shares of Stock
then outstanding that are attributable to the exercise of Options granted under
this Plan and (ii) the number of shares of Stock then issuable upon exercise of
outstanding Options granted under this Plan exceed _____ shares. Shares to be
issued upon the exercise of Options granted under this Plan may be either
authorized but unissued shares or shares held by the Company in its treasury. If
any Option expires or terminates for any reason without having been exercised in
full, the shares not purchased thereunder shall again be available for Options
thereafter to be granted under this Plan.
5. Administration. This Plan shall be administered by the Board or by a
--------------
duly appointed committee of the Board having such powers as shall be specified
by the Board. Subsequent references herein to the Board shall also refer to such
committee if it has been appointed. No member of the Board shall act upon any
matter exclusively affecting any Opt ion granted or to be granted to such Board
member under this Plan. Subject to the provisions of this Plan, the Board shall
have complete authority, in its discretion, to make the following determinations
with respect to each Opt ion to be granted by the Company: (a) the key employee
to receive the Option; (b) the time of granting the Option; (c) the number and
class of common shares subject thereto; (d) the Option Price; and (e) the Option
period. In making such determinations, the Board may take into account the
nature of the services rendered by the respective employees, their present and
potential contributions to the success of the Company, and such other factors as
the Board, in its discretion, shall deem relevant. Subject to the provisions of
this Plan, the Board shall also have complete authority to interpret this Plan,
to prescribe, amend and rescind rules and regulations for the administration of
this Plan, to determine the terms and provisions of the respective Option
Agreements (which need not be identical) to decide all questions and settle all
controversies and disputes that may arise in connection with this Plan, and to
make all other determinations necessary or advisable for the administration of
this Plan. The Board's determinations on the matters referred to in this Section
5 shall be conclusive and binding on all persons concerned.
6. Eligibility. An Option may be granted only to a key employee of the
-----------
Company. A director of the Company who is not also an employee of the Company
shall not be eligible to receive an Option. An Optionee may hold more than one
Option, but only on the terms and subject to the conditions and restrictions
herein set forth.
7. Time of Granting Options. The granting of an Option shall take place at
------------------------
the time specified by the Board. Only if expressly so provided by the Board
shall the Grant Date be the date on which an Option Agreement shall have been
duly executed and delivered by the Company and the Optionee.
8. Option Price. The Option Price under each Option shall not be less than
------------
100 percent of the Fair Market Value of the Stock on the Grant Date; provided,
however, that, in the case of an Option granted to an individual who, on the
Grant Date, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company, the Option Price shall not
be less than 110 percent of the Fair Market Value of the Stock on such Grant
Date. The Fair Market Value of the Stock at the time any Option is granted shall
be determined by the Board after considering all relevant information. In making
any such determination, the Board shall act in good faith so as to ensure that
the Option Price is not less than 100 percent (or 110 percent, if required) of
such Fair Market Value.
<PAGE>
9. Option Period. Each Option shall be exercisable at such time or times,
-------------
whether or not in installments (which may be cumulative or non-cumulative), as
the Board may determine; and, in the case of an Option made exercisable in
installments, the Board may later determine to accelerate the time by which any
one or more of such installments may be exercised. Notwithstanding the
foregoing, no Option may be exercised after the expiration of ten years from the
date such Option is granted; provided, however, that no Option granted to an
individual who, on the Grant Date, owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company may be
exercised after the expiration of five years from the date such Option is
granted.
10. Special Limitation on Exercise. Notwithstanding anything to the
------------------------------
contrary contained in this Plan, the aggregate fair market value of the shares
of stock with respect to which options granted under this Plan or under any
other incentive stock option plan of the Company or of a parent or subsidiary
corporation of the Company are exercisable for the first time by any employee
during any calendar year shall not exceed $100,000. For purposes of this Section
10, the fair market value of the shares of stock for which any such option is
granted shall be determined as of the time of the granting of such option.
11. Exercise of Option; Investment Purpose. Each exercise of an Option
--------------------------------------
hereunder may be effected only by giving written notice, in the manner provided
in Section 19 hereof, of intent to exercise the Option, specifying the number of
shares as to which the Option is being exercised, and accompanied by full
payment of the Option Price for the number of shares then being acquired. Such
payment shall be made in cash or by certified or bank check payable to the order
of the Company.
Receipt by the Company of such notice and payment shall, for purposes of
this Plan, constitute exercise of the Option or a part thereof. Within 20 days
thereafter, the Company shall deliver or cause to be delivered to the Optionee a
certificate or certificates for the number of shares of the Stock then being
purchased by him. Such shares shall be fully paid and nonassessable. If any law
or applicable regulation of the Securities and Exchange Commission or other
public regulatory authority (including, but not limited to, a stock exchange)
shall require the Company or the Optionee (a) to register or qualify, under the
Securities Act of 1933, as amended, any similar federal statute then in force or
any state law regulating the sale of securities, any Option Shares with respect
to which notice of intent to exercise shall have been delivered to the Company,
or (b) to take any other action in connection with such shares before issuance
thereof may be effected, then the delivery of the certificate or certificates
for such shares shall be postponed until completion of the necessary action,
which the Company shall take in good faith and without delay. All such action
shall be taken by the Company at its own expense.
The Company may require an individual exercising an Option to represent
that his purchase of shares of Stock pursuant to such exercise is for his own
account, for investment and without a view to resale or distribution, and that
he will not sell or otherwise dispose of any of such shares except pursuant to
(i) an effective registration statement covering such transaction filed with the
Securities and Exchange Commission and in compliance with all of the applicable
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or (ii) an opinion of Company counsel that such
registration is not required.
12. Transferability of Options. Each Option granted hereunder shall not be
--------------------------
transferable by the Optionee other than by will or the laws of descent and
distribution, and may be exercised, during the Optionee's lifetime, only by him.
From and after the death of an Optionee, each Option held by such Optionee at
his death, to the extent then exercisable, may be exercised prior to its
termination by the person(s) to whom the Optionee's option rights pass by will
or by the applicable laws of descent and distribution.
<PAGE>
13. Termination of Employment. In the event that an Optionee's employment
-------------------------
with the Company is terminated for any reason (voluntary or involuntary), each
Option then held by that Optionee shall immediately expire to the extent not
previously exercised, except that --
(a) If the Optionee is on military, sick leave or other bona fide
leave of absence (such as temporary employment by the federal government),
his employment relationship will be treated as continuing intact if the
period of such leave does not exceed 90 days, or, if longer, so long as
the Optionee's right to reemployment is guaranteed either by statute or by
contract; otherwise, the Optionee's employment will be deemed to have
terminated on the 91st day of such leave.
(b) If the Optionee's employment is terminated by reason of his
retirement, each Option then held by the Optionee, to the extent
exercisable at retirement, may be exercised by the Optionee at any time
within three months after retirement unless terminated earlier by its
terms.
(c) If the Optionee's employment is terminated by reason of his
death, each Option then held by the Optionee, to the extent exercisable at
the date of death, may be exercised at any time within one year after that
date (unless terminated earlier by its terms) by the person(s) to whom the
Optionee's opt ion rights pass by will or by the applicable laws of
descent and distribution.
(d) If the Optionee's employment is terminated by reason of his
becoming permanently and totally disabled, each Option then held by the
Optionee, to the extent exercisable upon the occurrence of permanent and
total disability, may be exercised by the Optionee at any time within one
year after such occurrence unless terminated earlier by its terms. For
purposes hereof, an individual shall be deemed to be "permanently and
totally disabled" if he 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 12
months. Any determination of permanent and total disability shall be made
in good faith by the Company on the basis of a report signed by a
qualified physician.
14. Adjustment of Number of Option Shares. Each Option Agreement shall
-------------------------------------
provide that, in the event of any stock dividend payable in the Stock or any
split-up or contraction in the number of shares of the Stock occurring after the
date of such Agreement and prior to the exercise in full of the Option covered
thereby the number of shares subject to such Agreement and the price to be paid
for each share subject to such Option shall each be proportionately adjusted.
Each such Agreement shall also provide that, in case of any reclassification or
change of outstanding shares of the Stock occurring after the date of such
Agreement and prior to the exercise in full of the Option covered thereby, the
number and kind of shares of stock subject to such Agreement and the price to be
paid for each share subject to such Option shall each be appropriately adjusted.
Each Option Agreement shall further provide that, in the event of any
reorganization, consolidation or merger to which the Company is a party and in
which the Company does not survive, or upon the dissolution or liquidation of
the Company, the Option covered thereby shall terminate; provided, however, that
(i) in the event of the liquidation or dissolution of the Company, or in the
event of any such reorganization, consolidation or merger in which the Company
does not survive and with respect to which the resulting or surviving
corporation does not assume such Opt ion or issue a substitute Option therefor,
such Option shall be exercisable in full, without regard to any installment
restrictions on exercise imposed pursuant to this Plan or such Option Agreement
(but subject to Section 10 hereof), during such period preceding the effective
date of such liquidation, dissolution, reorganization, consolidation or merger
<PAGE>
(unless such Option is terminated earlier by its terms) as may be specified by
the Board; and (ii) in the event of any such reorganization, consolidation or
merger, the Board may, in its good faith discretion, arrange to have the
resulting or surviving corporation assume such Option or issue a substitute
option therefor.
No fraction of a share shall be purchasable or deliverable upon exercise
of an Option, but, in the event any adjustment hereunder of the number of shares
covered by the Option shall cause such number to include a fraction of a share,
such fraction shall be adjusted to the nearest smaller whole number of shares.
In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
shares of the Stock of the nature contemplated by this Section 14, the number of
shares of Stock available for the purpose of the Plan, as stated in Section 4,
shall be correspondingly adjusted.
15. Reservation of Stock. The Company shall at all times during the term
--------------------
of this Plan and of the Options granted hereunder reserve and keep available
such number of shares of each class of Stock as will be sufficient to satisfy
the requirements of this Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.
16. Limitation of Rights in the Option Shares. An Optionee shall not be
-----------------------------------------
deemed for any purpose to be a stockholder of the Company with respect to any of
his Option Shares except to the extent that the Option covering such Shares
shall have been exercised with respect thereto and, in addition, a certificate
shall have been issued therefor and delivered to the Optionee. No adjustment
shall be made for dividends (ordinary or extraordinary, and whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such certificate is issued, except as provided
in Section 14.
17. Employment Rights. Neither the adoption, maintenance nor operation of
-----------------
this Plan shall confer upon any employee of the Company any right with respect
to the continuance of his employment, nor shall they interfere in any way with
the right of the Company to terminate the employment of any employee.
18. Termination and Amendment of the Plan. The Board may at any time
-------------------------------------
terminate this Plan or make such modifications to the Plan as it shall deem
advisable, except that no amendment to this Plan shall (a) increase the
aggregate number of shares of stock that may be issued under this Plan (except
pursuant to Section 14) or make any change in the designation of the employees
or class of employees eligible to receive Options under this Plan without the
approval of the stockholders of the Company; (b) impair the rights or increase
the obligations of any Optionee under any Option theretofore granted under this
Plan without the written consent of such Optionee; or (c) cause any Option at
any time granted under this Plan to fail to qualify as an incentive stock option
under Section 422 of the Code.
19. Notices. Any communication or notice required or permitted to be given
-------
under this Plan shall be in writing and mailed by registered or certified mail
or delivered in hand, if to the Company, to its Treasurer at 101 Arch Street,
Boston, MA 02110 and if to an Optionee, to such address as the Optionee shall
last have furnished to the communicating party.
Exhibit 4.6
RESPONSE MARKETING GROUP, LLC
OPTION PLAN FOR EMPLOYEES
THIS OPTION PLAN FOR EMPLOYEES (this "Plan") is made as of the 30th
day of September, 1997, by Response Marketing Group, LLC, a limited liability
company organized and doing business under the laws of the State of Georgia (the
"Company").
1. Purpose.
-------
The Board of Managers of the Company is adopting the Plan to provide
additional incentives to key employees of the Company, to secure and retain
their services and to promote their personal interest in the welfare of the
Company by giving them an opportunity to invest in its future success.
2. Administration.
--------------
The Board of Managers of the Company shall appoint two or more of
its members to a committee (the "Committee") that will administer the Plan on
behalf of the Company. Each member of the Committee shall serve at the pleasure
of the Board of Managers, which may fill any vacancy on the Committee. The
Committee shall select one of its members as a chairman and shall hold meetings
at the times and in the places as it may deem advisable. The Committee shall
take all actions by majority decision. Any action evidenced by a written
instrument that all of the members of the Committee sign shall be as fully
effective as if the Committee had taken the action by majority vote at a meeting
duly called and held.
Subject to the express provisions of this Plan, the Committee shall
have the complete authority, in its discretion, to determine:
(a) the key employees of the Company to whom, the times when
and the prices at which it shall grant options to buy either (i)
ownership interests in the Company ("Interests") as defined in the
Operating Agreement of the Company (the "Operating Agreement") and
to become a member of the Company, together with all rights and
obligations of a member therein or (ii) in lieu of such Interests,
capital stock or other proceeds attributable thereto;
(b) the terms of the options to be granted (collectively,
the "Options");
(c) the total number of Options to be granted to an optionee
(an "Optionee" or collectively the "Optionees");
(d) the time and duration of the period of exercisability of
each Option and the vesting period of each Option; and
(e) the terms and conditions for exercise and payment of
each Option.
The Committee also shall have complete and conclusive authority to
(i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations
relating to it, (iii) determine the terms and provisions of the option
agreements that the Company makes with Optionees (the "Agreement" or
<PAGE>
collectively the "Agreements"), the terms of which need not be identical, (iv)
accelerate the time at which an Option may be exercised, and (v) make all other
determinations necessary or advisable for the administration of the Plan.
Subject to the indemnification provisions of the Operating
Agreement, the Company shall indemnify members of the Committee against the
reasonable expenses, including attorneys' fees, such members actually and
necessarily incur in connection with the defense of any action, suit or
proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of action taken or not taken in connection with
the Plan or any Option granted thereunder, and against all amounts they or any
of them pay in settlement thereof or in satisfaction of a judgment in any
action, suit or proceeding. However, the Company shall not indemnify a member of
the Committee for any act or omission that was a knowing violation of the law or
related to a transaction from which the member of the Committee derived an
improper personal benefit.
3. Eligibility.
-----------
The Committee shall grant Options only to key employees of the
Company. Subject to the limits set forth in this Plan, the Committee at any time
may grant additional Options to employees to whom the Committee previously had
granted Options, so that an Optionee may hold more than one Option at the same
time.
4. Interests in Company Subject to Plan.
------------------------------------
Solely for purposes of the Plan, the Interests in the Company of the
Members (as defined in the Operating Agreement) shall be treated as evidenced by
"Units." As of the effective date of the Plan, the Members of the Company shall
be treated as owning, and thus there shall be treated as outstanding, 10,000,000
Units in the Company. Each Member's Membership Percentage in the Company will be
treated as being equal to the number of Units the Member is treated as owning in
proportion to the total outstanding Units that all Members are treated as
owning. As the Company admits new Members, the total outstanding Units in the
Company for purposes of the Plan shall be increased appropriately to reflect the
addition to the new Member and that Member's Membership Percentage in the
Company.
The Company now has authorized and reserved for issuance Options for
an additional 1,000,000 Units in the Company as of the effective date of the
Plan. Upon the exercise of an Option, the Optionee will be entitled to purchase
either (i) an Interest in the Company with a Membership Percentage equal to the
Units in the Company that the Optionee is treated as purchasing pursuant to the
Option in proportion to the total outstanding Units that all Members are treated
as owning at that time (including the purchasing Optionee) or (ii) in lieu of
such Interest, capital stock or other proceeds attributable thereto. If any
Option is canceled, expires or terminates without the respective Optionee
exercising it in full, the Committee may grant Options with respect to those
unpurchased Units covered by such Option to that same Optionee or to other
eligible employees.
The Committee shall adjust the total number of Units reserved for
the grant of Options as well as any outstanding Options, both as to the number
of Units and the exercise price, for any change in the Interests in the Company
covered by outstanding Units resulting from any split, subdivision, or
combination, or any similar reclassification, merger, consolidation or other
change affecting the outstanding Interests and therefore the outstanding Units
in the Company. The Committee shall not adjust the total number of Units
reserved for the grant of Options or any outstanding Options for the issuance of
Interests in the Company in return for additional investments in the Company.
The issuance of interests in
<PAGE>
the Company for additional investments, however, will increase the total
outstanding Units in the Company for purposes of the Plan.
Additionally, after any merger of one or more entities into the
Company, any merger of the Company into another entity, any consolidation of the
Company with one or more other entities, or any other business transaction or
other event to which the Company is a party that involves any exchange,
conversion, adjustment or other modification of outstanding Interests and
therefore Units, each Optionee shall receive at no additional cost upon the
exercise of his Option, the Interests in the Company covered by Units that he
otherwise would receive upon exercise of the Option, the Interests or the cash,
securities or other property to which the terms of the merger, consolidation,
business transaction or other event would entitle the Optionee to receive if, at
the time of such event, the Optionee had been a holder of record of Interests in
the Company based on the number of Units that he could acquire upon exercise of
the Option. Comparable rights shall accrue to each Optionee in the event of
successive events.
The Committee shall determine in its sole discretion the foregoing
adjustments and the manner of application of the foregoing provisions. Any
adjustment may provide for the elimination of any fractional Unit that might
otherwise become subject to an Option. However, the Committee's grant of an
Option shall not affect in any way the right or power of the Company to make
changes in its capital or business, go public, engage in any business
combination or other transaction, or sell or transfer any parts of its business
or assets.
5. Terms and Conditions of All Options.
-----------------------------------
The Committee shall authorize the grant of each Option. Each such
Option shall be evidenced by an Agreement in the form and containing the terms
and conditions as the Committee from time to time may determine, provided that
each Agreement shall:
(a) state either the Interests in the Company or, in lieu of
such Interests, the capital stock or other proceeds attributable
thereto, as a number of Units;
(b) state the exercise price;
(c) state the terms and conditions for payment;
(d) state the term of the Option, which shall not be greater
than 6 years from the date of grant and the period or periods during
the term of the Option in which the Optionee may exercise the Option
or portions thereof;
(e) provide that the Option is not transferable by the
Optionee other than as permitted by (i) the will of the Optionee or
(ii) the applicable laws of descent and distribution, and further
provide that the Option is exercisable during the Optionee's
lifetime only by the Optionee except as provided in subsection (g)
of this Section 5;
(f) except as otherwise provided in the Plan, provide that
the Option shall terminate no later than 60 days after the date the
Optionee ceases to be an employee of the Company, other than by
reason of disability (as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")) or death;
<PAGE>
(g) except as otherwise provided in the Plan, provide that,
if the Optionee becomes disabled (as defined in Section 22(e)(3) of
the Code) or dies while he is an employee of the Company, he, in the
event of his disability, or his legatees or personal
representatives, in the event of his death, may exercise the Option
(to the extent the Optionee would have been entitled to do so) until
the expiration of the Option term, at which time the Option shall
terminate as to the Optionee, his legatees and his personal
representatives;
(h) provide that the Option may not be exercised if the
issuance of Interests in the Company or other capital stock upon
such exercise would constitute a violation of any applicable federal
or state securities or other law or valid regulation; and
(i) provide that, upon the exercise of the Option to
purchase an Interest in the Company, the Optionee must in writing
acknowledge his status as a Member (as defined in the Operating
Agreement) of the Company and adopt the applicable Operating
Agreement of the Company and agree to be bound by its terms and
provisions.
The Committee may include in any Option it grants a condition that
the Optionee shall agree to remain an employee of the Company for a specified
period of time following the date it grants the Option before it becomes
exercisable. This condition shall not impose on the Company any obligation to
employ the Optionee for any period of time.
In the event the Company engages in any form of business combination
transaction that would involve the sale of all or substantially all of the
Company's business and/or a change of control of the Company, all outstanding
Options granted under the Plan shall become immediately exercisable in full, and
shall remain exercisable for the remaining term of the Option, regardless of any
provisions contained in the Agreement with respect thereto limiting the
exercisability of the Option for any length of time or terminating it prior to
the expiration of its remaining term, subject to all the terms hereof and of the
Agreement with respect thereto not inconsistent with this paragraph. If an
outstanding Option covering Interests in the Company is exercised after the
Company engages in any form of business combination transaction that would
involve the sale of all or substantially all of the Company's business and/or a
change of control of the Company, the Optionee will receive upon exercise of
such Option, in lieu of Interests in the Company, the cash, stock or other
property that the Optionee otherwise would have received if, at the time of
engaging in the business combination transaction, the Optionee had been a holder
of record of the Interests in the Company based on the Units that he would have
acquired upon exercise of the Option. In the event of the Company engaging in
any form of business combination transaction that would result in outstanding
Options granted under the Plan becoming immediately exercisable in full, the
Committee may elect to terminate such Options immediately prior to such event in
consideration of the payment to each affected Optionee of an amount in cash
equal to the difference between (a) the then fair market value of the Interests
in the Company, capital stock or other proceeds covered by the Option as the
Committee determines as of the effective date of the event and (b) the exercise
price for the Interests in the Company, capital stock or other proceeds
specified in the Optionee's Agreement. The Committee shall determine in its sole
discretion the manner of application of the foregoing provisions. However, the
Committee's grant of an Option shall not affect in any way the right or power of
the Company to make changes in its capital or business structure, go public,
engage in any business combination or other transaction, or sell or transfer all
or any part of its business or assets. For purposes of this paragraph, an
initial public offering shall not constitute a change of control or a
transaction of the type giving rise to accelerated vesting pursuant hereto.
<PAGE>
6. Term of Plan.
------------
The effective date of the Plan shall be the date on which the Board
of Managers of the Company approve it. The Plan shall terminate 5 years after
that effective date. The Committee may grant Options pursuant to the Plan at any
time from the effective date to the termination date, subject to Section 12 of
the Plan.
7. Exercise of Option by Optionee.
------------------------------
An Optionee may exercise his Option and purchase Interests in the
Company, capital stock or other proceeds upon such exercise only by giving the
Company a notice in writing of his intent to exercise the Option. The notice
shall contain such representations and warranties regarding compliance with
applicable federal and state securities law as the Committee may reasonably
request. The Optionee must pay the exercise price and any applicable withholding
under Section 8 of the Plan in full upon the exercise of an Option, and the
Optionee will not acquire any Interest in or become a Member of the Company or
acquire any capital stock or other proceeds until full payment therefor has been
made. Payment of the purchase price shall be made in cash or, alternatively, if
the Committee or the applicable Agreement so allows, in property other than cash
having an agreed fair market value at the time of exercise of the Option, in
combination with any cash paid, equal to the exercise price.
Until the Optionee pays in full the exercise price and any
applicable withholding and, in case of Options for Interests in the Company, in
writing acknowledges his status as a Member of the Company and adopts the
Operating Agreement of the Company and agrees to be bound by all its terms and
provisions, the Optionee shall have no rights as (i) an owner of the Interests
or as a Member of the Company with respect to Interests in the Company issuable
pursuant to the Option or (ii) an owner of the capital stock or other proceeds
transferable pursuant to the Option.
8. Withholding Taxes.
-----------------
Whenever the Company proposes or is required to issue Interests in
the Company or transfer capital stock or other proceeds to an Optionee who is or
was an employee of the Company, or his legatee or legal representative under the
Plan, pursuant to the exercise of an Option granted under the Plan, the Company
shall have the right to require the recipient to remit to the Company an amount
sufficient to satisfy any applicable federal, state or local withholding taxes
before the Optionee acquires any Interests in the Company, capital stock or
other proceeds. In the event the Company requires a recipient to remit to the
Company such withholding taxes, that requirement will become a condition of
exercise of the Option by the Optionee, and the Optionee will not be considered
to have exercised the Option until full payment of such withholding taxes has
been made. An Optionee may pay the withholding tax (a) by making payment in cash
or (b) if the Committee or the applicable Agreement so allows, by electing to
tender to the Company property other than cash with a fair market value as of
the day on which the amount required to be withheld is determined, which along
with any cash paid, is sufficient to satisfy such federal, state or local
withholding taxes required on exercise of the Option.
9. Assignability.
-------------
Except as Section 5(g) of the Plan permits, no Option or any of the
rights and privileges thereof accruing to an Optionee shall be transferred,
assigned, pledged or hypothecated in any way,
<PAGE>
whether by operation of law or otherwise, and no such Option, right or privilege
shall be subject to execution, attachment or similar process.
10. The Right of the Company to Terminate Employment.
------------------------------------------------
No provision in the Plan or any Option shall confer upon any
Optionee any right to continue in the employment of the Company or interfere in
any way with the right of the Company to terminate his employment at any time.
11. Amendment and Termination.
-------------------------
The Board of Managers at any time may amend or terminate the Plan.
No amendment or termination of the Plan shall affect the rights of an Optionee
with regard to his outstanding Options without his consent.
12. General Restriction.
-------------------
Notwithstanding anything contained herein or in any of the
Agreements to the contrary, no purported exercise of any Option granted pursuant
to the Plan shall be effective without the written approval of the Company,
which it may withhold, to the extent that the exercise, either individually or
together with the exercise of other previously-exercised Options and/or offers
and sales pursuant to any prior or contemplated offering of securities, would,
in the sole and absolute judgment of the Company, require the filing of a
registration statement with the United States Securities and Exchange Commission
or with the securities commission of any state. The Company shall avail itself
of any exemptions from registration contained in applicable federal and state
securities laws which are reasonably available to the Company on terms which, in
its sole and absolute discretion, it deems reasonable and not unduly burdensome
or costly. Each Optionee shall, prior to the exercise of an Option, deliver to
the Company such information, representations and warranties as the Company may
reasonably request in order for the Company to be able to satisfy itself that
the Interests or capital stock to be acquired pursuant to the exercise of an
Option are being acquired in accordance with the terms of an applicable
exception from the securities registration requirements of applicable federal
and state securities laws. Notwithstanding the foregoing, the Company may, in
its sole discretion, elect to file such a registration statement if it
determines that to do so would be in the Company's best interests.
13. Unsecured and Unfunded Plan.
---------------------------
The Plan shall be unsecured and unfunded. Any liability of the
Company with respect to any grant to an Option under this Plan shall be based
solely on the contractual obligations, if any, that may be created hereunder. No
such liability of the Company shall be deemed to be funded or secured by any
property of the Company.
14. Choice of Law.
-------------
The laws of the State of Georgia shall govern the Plan and any
Agreements that the Company enters into thereunder.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Plan to be executed
in the form and as of the date set forth above.
RESPONSE MARKETING GROUP, LLC
By: /s/James M. Garrett
----------------------------------------
James M. Garrett,
Chief Executive Officer
Exhibit 4.7(a)
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into between National Sales
Services Inc., d.b.a. National Retail Services ("NRS"), and Alan Rizzi
("Employee") this 19th day of January, 1996. This Agreement is entered into
concurrently with an Agreement of Employment between NRS and Employee.
1. Grant. Effective as of the date of execution of the Agreement of
Employment, NRS grants to Employee the right to Purchase on the terms and
conditions set forth herein up to two percent (2%) of the shares of the issue of
common stock in NRS outstanding as of the date of this agreement as set forth
below:
Date of Exercise Shares Price per share
Three months from 8 shares or 1% of $.10
the date hereof outstanding, shares
whichever is less
Two years from 8 shares or 1% of $.10
the date hereof outstanding shares
whichever is less
2. Term. The Option granted hereby shall expire in all events on December
----
31, 2005.
3. Termination. This Option shall terminate effective upon the termination
-----------
of Employee's employment with NRS for any reason.
4. Rules. This Option may be exercised in whole or in part except that
-----
Employee may only purchase whole shares of common stock of NRS. This Option is
not transferable or assignable by the Employee under any circumstances. The
Option may only be exercised during the lifetime of Employee. Any attempt at
assignment, transfer, pledge or disposition of this Option, or the levy of any
execution, attachment or similar process upon the Option shall be null and void,
and shall result in the immediate termination of this Option.
5. Method of Exercise. The Option may be exercised by Employee's written
------------------
notice to NRS specifying the number of shares to be purchased, accompanied by
payment of the aggregate Option price as stated above.
6. Stock Transfer Restriction Agreement. Concurrently with the grant of
------------------------------------
this Option, Employee shall execute a Stock Transfer Agreement restricting the
Employee's transfer of any shares acquired by him, and containing a repurchase
option granting NRS.
In the event that shares of stock of NRS are transferred, or required to
be transferred, under the terms of this agreement, Employee and his legal
representative shall execute and deliver all necessary documents that reasonable
may be required to accomplish a complete transfer of the such shares.
7. Legend on Stock Certificate. Each certificate representing any shares
---------------------------
of stock of NRS now or hereafter held by Employee shall bear a legend in
substantially the following form:
<PAGE>
"The transfer of the shares represented by this Certificate is
restricted by the terms of a Stock Transfer Agreement dated the day
of January, 1996 a copy of which is on file and may be inspected at
the office of National Retail Services.
8. Specific Performance. In the event of a breach or threatened breach
--------------------
under this Agreement, or under the Employment Agreement and Stock Option
Agreement entered into concurrently herewith, the remedy at law would be
inadequate and any party to those agreements shall be entitled to appropriate
injunctive and other equitable relief, including without limitation specific
performance.
9. Termination upon Public Offering. This Agreement shall terminate upon
--------------------------------
NRS's completion of an Initial Public Offering.
10. Miscellaneous.
-------------
(a) The invalidity or unenforceability of any provision of this
Agreement shall not affect the other provision hereof, and the Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were
omitted.
(b) This Agreement may be modified only by a writing signed by NRS,
McMahon and Employee.
IN WITNESS WHEREOF, the parties have executed this Sock Transfer
Restriction Agreement this 19th day of January, 1996.
National Sales Services, Inc. Alan Rizzi
/s/ Paul J. McMahon /s/ Alan Rizzi
- ---------------------------- ---------------------------------------
by Paul J. McMahon, Chairman
Exhibit 4.7(b)
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into between National Sales
Services, Inc., d. b. a. National Retail Services ("NRS"), and Susan Lackey
("Employee") this 30th day of September, 1996.
1. Grant. Effective as of the date of execution hereof NRS grants to
-----
Employee the right to Purchase on the terms and conditions set forth herein four
shares of the issue of common stock in NRS outstanding as of the date of this
agreement for the price of $.10 per share.
2. Term. The Option granted hereby shall expire in all events on December
----
31, 2006.
3. Termination. This Option shall terminate effective upon the termination
-----------
of Employee's employment with NRS for any reason.
4. Rules. This Option may be exercised in whole or in part except that
-----
Employee may only purchase whole shares of common stock of NRS. This Option is
not transferable or assignable by the Employee under any circumstances. The
Option may only be exercised during the lifetime of Employee. Any attempt at
assignment, transfer, pledge or disposition of this Option, or the levy of any
execution, attachment or similar process upon the Option shall be null and void,
and shall result in the immediate termination of this Option.
5. Method of Exercise. The Option may be exercised by Employee's written
------------------
notice to NRS that this option is exercised, accompanied by payment of the
aggregate Option price as stated above.
6. Stock Transfer Restriction Agreement. Concurrently with the grant of
------------------------------------
this Option, Employee shall execute a Stock Transfer Agreement restricting the
Employee's transfer of any shares acquired by her, and containing a repurchase
option granting NRS and Paul J. McMahon the right to repurchase any shares of
NRS obtained by Employee upon Employee's termination for any reason of
employment with NRS.
7. Employment Agreement. Nothing herein shall be construed to constitute
--------------------
an agreement of employment, or indicating that such an agreement exists between
NRS and Employee, or affect in any way the right of NRS to terminate the
Employee's employment with NRS.
8. Security Act of 1933. Neither this Option nor the Option shares have
--------------------
been registered under the Securities Act of 1933, and this Option cannot be sold
or transferred, and the Option shares obtained by the exercise of this Option
cannot be sold or transferred except in accordance with the Stock Transfer
Restriction Agreement entered into concurrently herewith, and in accordance with
all applicable state and federal securities laws.
The Employee represent and warrants as follows: (a) she is familiar with
the business and financial condition of the Company and all reasonable requests
for information with respect thereto made by her have been fulfilled to her
satisfaction; (b) she has been advised that the Board of Directors may issue
additional stock or other securities that may dilute the percentage of the
outstanding stock of NRS
<PAGE>
represented by this Option Agreement; (c) any option shares when acquired will
be acquired by the Employee for investment and not with a view to the
distribution or resale thereof; (d) the share certificates issued to her upon
the exercise of this Option will carry a legend indicating the restriction on
transfer in accordance with the Stock Transfer Restriction Agreement entered
into by her concurrently herewith. In all cases Employee will follow the advise
of NRS legal counsel and will take all actions necessary to comply with
applicable federal and state law.
Employee agrees to hold harmless and indemnify NRS and its directors and
officers, from and against any and all liabilities resulting from violation by
the Employee of the above warranties and representations, or violation by
Employee of any applicable state or federal law.
IN WITNESS WHEREOF, parties have executed this Non-Qualified Stock Option
Agreement the date first stated above.
National Sales Services, Inc. Susan Lackey
/s/ Paul J. McMahon /s/ Susan Lackey
- ------------------------------------ -------------------------------------
by Paul J. McMahon, Chairman
Exhibit 4.7(c)
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into between National Sales
Services, Inc , d. b. a. National Retail Services ("NRS"), and Susan Lackey
("Employee") this 21st day of March, 1997.
1. Grant. Effective as of the date of execution hereof NRS grants to
-----
Employee the right to Purchase on the terms and conditions set forth herein four
shares of the issue of common stock in NRS outstanding as of the date of this
agreement for the price of $.10 per share.
2. Term. The Option granted hereby shall expire in all events on December
----
31, 2006.
3. Termination. This Option shall terminate effective upon the termination
-----------
of Employee's employment with NRS for any reason.
4. Rules. This Option may be exercised in whole or in part except that
-----
Employee may only purchase whole shares of common stock of NRS. This Option is
not transferable or assignable by the Employee under any circumstances. The
Option may only be exercised during the lifetime of Employee. Any attempt at
assignment, transfer, pledge or disposition of this Option, or the levy of any
execution, attachment or similar process upon the Option shall be null and void,
and shall result in the immediate termination of this Option.
5. Method of Exercise. The Option may be exercised by Employee's written
------------------
notice to NRS that this option is exercised, accompanied by payment of the
aggregate Option price as stated above.
6. Stock Transfer Restriction Agreement. Concurrently with the grant of
------------------------------------
this Option, Employee shall execute a Stock Transfer Agreement restricting the
Employee's transfer of any shares acquired by her, and containing a repurchase
option granting NRS and Paul J. McMahon the right to repurchase any shares of
NRS obtained by Employee upon Employee's termination for any reason of
employment with NRS.
7. Employment Agreement. Nothing herein shall be construed to constitute
--------------------
an agreement of employment, or indicating that such an agreement exists between
NRS and Employee, or affect in any way the right of NRS to terminate the
Employee's employment with NRS.
8. Security Act of 1933. Neither this Option nor the Option shares have
--------------------
been registered under the Securities Act of 1933, and this Option cannot be sold
or transferred, and the Option shares obtained by the exercise of this Option
cannot be sold or transferred except in accordance with the Stock Transfer
Restriction Agreement entered into concurrently herewith, and in accordance with
all applicable state and federal securities laws.
The Employee represent and warrants as follows: (a) she is familiar with
the business and financial condition of the Company and all reasonable requests
for information with respect thereto made by her have been fulfilled to her
satisfaction; (b) she has been advised that the Board of Directors may issue
additional stock or other securities that may dilute the percentage of the
outstanding stock of NRS represented by this Option Agreement; (c) any option
shares when acquired will be acquired by the
<PAGE>
Employee for investment and not with a view to the distribution or resale
thereof; (d) the share certificates issued to her upon the exercise of this
Option will carry a legend indicating the restriction on transfer in accordance
with the Stock Transfer Restriction Agreement entered into by her concurrently
herewith. In all cases Employee will follow the advise of NRS legal counsel and
will take all actions necessary to comply with applicable federal and state law.
Employee agrees to hold harmless and indemnify NRS and its directors and
officers, from and against any and all liabilities resulting from violation by
the Employee of the above warranties and representations, or violation by
Employee of any applicable state or federal law.
IN WITNESS WHEREOF, the parties have executed this Non-Qualified Stock
Option Agreement the date first stated above.
National Sales Services, Inc. Susan Lackey
/s/ Paul J. McMahon /s/ Susan Lackey
- ---------------------------------- ----------------------------------
by Paul J. McMahon, Chairman
Exhibit 4.7(d)
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into between National Sales
Services, Inc; d. b. a. National Retail Services ("NRS"), and Pat Beckmeyer
("Employee") this 16th day of October, 1996
1. Grant. Effective as of the date of execution hereof NRS grants to
-----
Employee the right to Purchase on the terms and conditions set forth herein four
shares of the issue of common stock in NRS outstanding as of the date of this
agreement for the price of $.10 per share.
2. Term. The Option granted hereby shall expire in all events on December
----
31, 2006.
3. Termination. This Option shall terminate effective upon the termination
-----------
of Employee's employment with NRS for any reason.
4. Rules. This Option may be exercised in whole or in part except that
-----
Employee may only purchase whole shares of common stock of NRS. This Option is
not transferable or assignable by the Employee under any circumstances. The
Option may only be exercised during the lifetime of Employee. Any attempt at
assignment, transfer, pledge or disposition of this Option, or the levy of any
execution, attachment or similar process upon the Option shall be null and void,
and shall result in the immediate termination of this Option.
5. Method of Exercise. The Option may be exercised by Employee's written
------------------
notice to NRS that this option is exercised, accompanied by payment of the
aggregate Option price as stated above.
6. Stock Transfer Restriction Agreement. Concurrently with the grant of
------------------------------------
this Option, Employee shall execute a Stock Transfer Agreement restricting the
Employee's transfer of any shares acquired by her, and containing a repurchase
option granting NRS and Paul J. McMahon the right to repurchase any shares of
NRS obtained by Employee upon Employee's termination for any reason of
employment with NRS.
7. Employment Agreement. Nothing herein shall be construed to constitute
--------------------
an agreement of employment, or indicating that such an agreement exists between
NRS and Employee, or affect in any way the right of NRS to terminate the
Employee's employment with NRS.
8. Security Act of 1933. Neither this Option nor the Option shares have
--------------------
been registered under the Securities Act of 1933, and this Option cannot be sold
or transferred, and the Option shares obtained by the exercise of this Option
cannot be sold or transferred except in accordance with the Stock Transfer
Restriction Agreement entered into concurrently herewith, and in accordance with
all applicable state and federal securities laws.
The Employee represent and warrants as follows: (a) she is familiar with
the business and financial condition of the Company and all reasonable requests
for information with respect thereto made by her have been fulfilled to her
satisfaction; (b) she has been advised that the Board of Directors may issue
additional stock or other securities that may dilute the percentage of the
outstanding stock of NRS
<PAGE>
represented by this Option Agreement; (c) any option shares when acquired will
be acquired by the Employee for investment and not with a view to the
distribution or resale thereof; (d) the share certificates issued to her upon
the exercise of this Option will carry a legend indicating the restriction on
transfer in accordance with the Stock Transfer Restriction Agreement entered
into by her concurrently herewith. In all cases Employee will follow the advise
of NRS legal counsel and will take all actions necessary to comply with
applicable federal and state law.
Employee agrees to hold harmless and indemnify NRS and its directors and
officers, from and against any and all liabilities resulting from violation by
the Employee of the above warranties and representations, or violation by
Employee of any applicable state or federal law.
IN WITNESS WHEREOF, the parties have executed this Non-Qualified Stock
Option Agreement the date first stated above.
National Sales Services, Inc. Pat Beckmeyer
/s/ Paul J. McMahon /s/ Pat Beckmeyer
- ----------------------------- --------------------------------------
by Paul J. McMahon, Chairman
Exhibit 4.7(e)
April 2, 1998
Bernard Findley
11 Candlewood Birches
Danbury, CT
Dear Bernard,
This will confirm that the Company will grant to you an option to purchase stock
equal to 1% of the then outstanding shares, fully diluted, in the event the
company is sold within the next 18 months, for the price of $.10 per share
(Option Price).
This option will expire in the event you are no longer employed by the Company
for any reason.
If you exercise this option and subsequently leave the employment of the
Company, you agree unconditionally to offer to sell back to the Company at the
Option Price all shares you still own at that point.
This agreement shall be construed so as to allow you to participate in a sale of
the Company on the basis of 1% of the net sale price for the stock of the
Company, i.e., net of all fees, debt, transaction costs, etc. You would also
participate subject to the same terms as other shareholders, i.e., you would
receive the same consideration (stock, cash or debt as the case may be) and on
the same payment schedule. However, the total consideration you would receive
would not be less than $80,000 in value.
This option will expire eighteen months from this date.
Sincerely yours,
/s/ Paul McMahon
- ---------------------
Paul McMahon
Chairman, CEO
Exhibit 4.7(f)
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into between National Sales
Services, Inc., d. b. a. National Retail Services ("NRS"), and Lisa McGahren
("Employee") this 20th day of July, 1998.
1. Grant. Effective as of the date of execution hereof NRS grants to
-----
Employee the right to Purchase on the terms and conditions set forth herein four
shares of the issue of common stock in NRS outstanding as of the date of this
agreement for the price of $.10 per share.
2. Term. The Option granted hereby shall expire in all events on December
----
31, 2006.
3. Termination. This Option shall terminate effective upon the termination
-----------
of Employee's employment with NRS for any reason.
4. Rules. This Option may be exercised in whole or in part except that
-----
Employee may only purchase whole shares of common stock of NRS. This Option is
not transferable or assignable by the Employee under any circumstances. The
Option may only be exercised during the lifetime of Employee. Any attempt at
assignment, transfer, pledge or disposition of this Option, or the levy of any
execution, attachment or similar process upon the Option shall be null and void,
and shall result in the immediate termination of this Option.
5. Method of Exercise. The Option may be exercised by Employee's written
------------------
notice to NRS that this option is exercised, accompanied by payment of the
aggregate Option price as stated above.
6. Stock Transfer Restriction Agreement. Concurrently with the grant of
------------------------------------
this Option, Employee shall execute a Stock Transfer Agreement restricting the
Employee's transfer of any shares acquired by her, and containing a repurchase
option granting NRS and Paul J. McMahon the right to repurchase any shares of
NRS obtained by Employee upon Employee's termination for any reason of
employment with NRS.
7. Employment Agreement. Nothing herein shall be construed to constitute
--------------------
an agreement of employment, or indicating that such an agreement exists between
NRS and Employee, or affect in any way the right of NRS to terminate the
Employee's employment with NRS.
8. Security Act of 1933. Neither this Option nor the Option shares have
--------------------
been registered under the Securities Act of 1933, and this Option cannot be sold
or transferred, and the Option shares obtained by the exercise of this Option
cannot be sold or transferred except in accordance with the Stock Transfer
Restriction Agreement entered into concurrently herewith, and in accordance with
all applicable state and federal securities laws.
The Employee represent and warrants as follows: (a) she is familiar with
the business and financial condition of the Company and all reasonable requests
for information with respect thereto made by her have been fulfilled to her
satisfaction; (b) she has been advised that the Board of Directors may issue
additional stock or other securities that may dilute the percentage of the
outstanding stock of NRS
<PAGE>
represented by this Option Agreement; (c) any option shares when acquired will
be acquired by the Employee for investment and not with a view to the
distribution or resale thereof; (d) the share certificates issued to her upon
the exercise of this Option will carry a legend indicating the restriction on
transfer in accordance with the Stock Transfer Restriction Agreement entered
into by her concurrently herewith. In all cases Employee will follow the advise
of NRS legal counsel and will take all actions necessary to comply with
applicable federal and state law.
Employee agrees to hold harmless and indemnify NRS and its directors and
officers, from and against any and all liabilities resulting from violation by
the Employee of the above warranties and representations, or violation by
Employee of any applicable state or federal law.
IN WITNESS WHEREOF, the parties have executed this Non-Qualified Stock
Option Agreement the date first stated above.
National Sales Services, Inc. Lisa McGahren
/s/ Paul J. McMahon /s/ Lisa McGahren
- --------------------------------- ----------------------------------
by Paul J. McMahon, Chairman
Exhibit 4.7(g)
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into between National Sales
Services, Inc., d. b. a. National Retail Services ("NRS"), and Sherry
Lopes-Wilson ("Employee") this 20th day of July, 1998.
1. Grant. Effective as of the date of execution hereof NRS grants to
-----
Employee the right to Purchase on the terms and conditions set forth herein four
shares of the issue of common stock in NRS outstanding as of the date of this
agreement for the price of $.10 per share.
2. Term. The Option granted hereby shall expire in all events on December
----
31, 2008.
3. Termination. This Option shall terminate effective upon the termination
-----------
of Employee's employment with NRS for any reason.
4. Rules. This Option may be exercised in whole or in part except that
-----
Employee may only purchase whole shares of common stock of NRS. This Option is
not transferable or assignable by the Employee under any circumstances. The
Option may only be exercised during the lifetime of Employee. Any attempt at
assignment, transfer, pledge or disposition of this Option, or the levy of any
execution, attachment or similar process upon the Option shall be null and void,
and shall result in the immediate termination of this Option.
5. Method of Exercise. The Option may be exercised by Employee's written
------------------
notice to NRS that this option is exercised, accompanied by payment of the
aggregate Option price as stated above.
6. Stock Transfer Restriction Agreement. Concurrently with the grant of
------------------------------------
this Option, Employee shall execute a Stock Transfer Agreement restricting the
Employee's transfer of any shares acquired by her, and containing a repurchase
option granting NRS and Paul J. McMahon the right to repurchase any shares of
NRS obtained by Employee upon Employee's termination for any reason of
employment with NRS.
7. Employment Agreement. Nothing herein shall be construed to constitute
--------------------
an agreement of employment, or indicating that such an agreement exists between
NRS and Employee, or affect in any way the right of NRS to terminate the
Employee's employment with NRS.
8. Security Act of 1933. Neither this Option nor the Option shares have
--------------------
been registered under the Securities Act of 1933, and this Option cannot be sold
or transferred, and the Option shares obtained by the exercise of this Option
cannot be sold or transferred except in accordance with the Stock Transfer
Restriction Agreement entered into concurrently herewith, and in accordance with
all applicable state and federal securities laws.
The Employee represent and warrants as follows: (a) she is familiar with
the business and financial condition of the Company and all reasonable requests
for information with respect thereto made by her have been fulfilled to her
satisfaction; (b) she has been advised that the Board of Directors may issue
additional stock or other securities that may dilute the percentage of the
outstanding stock of NRS represented by this Option Agreement; (c) any option
shares when acquired will be acquired by the
<PAGE>
Employee for investment and not with a view to the distribution or resale
thereof; (d) the share certificates issued to her upon the exercise of this
Option will carry a legend indicating the restriction on transfer in accordance
with the Stock Transfer Restriction Agreement entered into by her concurrently
herewith. In all cases Employee will follow the advise of NRS legal counsel and
will take all actions necessary to comply with applicable federal and state law.
Employee agrees to hold harmless and indemnify NRS and its directors and
officers, from and against any and all liabilities resulting from violation by
the Employee of the above warranties and representations, or violation by
Employee of any applicable state or federal law.
IN WITNESS WHEREOF, the parties have executed this Non-Qualified Stock
Option Agreement the date first stated above.
National Sales Services, Inc. Sherry Lopes-Wilson
/s/ Paul J. McMahon /s/ Sherry Lopes-Wilson
- -------------------------------- ----------------------------------
by Paul J. McMahon, Chairman
Exhibit 5.1
WEIL, GOTSHAL AND MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue
New York, NY 10153-0119
March 19, 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, 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,
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 676,829 shares of common stock, par value
$0.001 per share, of the Company to be issued by the Company as contemplated by
the Registration Statement have been duly authorized and, when issued as
contemplated by the Registration Statement and in accordance with the terms of
(i) the 1995 Incentive and Nonqualified Stock Option Plan for Key Employees of
R.A.B. Advertising Inc. and Certain Other Individuals and the Agreement and Plan
of Merger, dated as of December 31, 1997, among the Company, Snyder G A
Acquisition, Inc. and Blau Marketing Technologies, (ii) the Arnold Fortuna
Lawner & Cabot Inc. Incentive Stock Option Plan and the Agreement and Plan of
Merger, dated as of March 25, 1998, among the Company, Snyder AR Acquisition,
LLC, Arnold Communications, Inc. and the voting stockholders of Arnold
Communications, Inc. party thereto, (iii) the Response Marketing Group, LLC
Option Plan for Employees and the Agreement and Plan of Merger, dated as of
October 1, 1998, among the Company, Snyder RM Acquisition, LLC, Snyder RA
Acquisition, LLC, Response Marketing Group, LLC, the members of Response
Marketing Group, LLC, Response Analytics, Inc. and the shareholders of Response
Analytics, Inc., and (iv) certain agreements relating to the grant of options to
employees of National Sales Services, Inc. and the Agreement and Plan of Merger,
dated as of November 24, 1998, among the Company, Snyder N Acquisition, Inc.,
National Sales Services,Inc. and Paul J. McMahon, the sole stockholder of
National Sales Services, Inc., against payment of the exercise price therefore
will be validly issued, fully paid and nonassessable.
<PAGE>
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
------------------------------
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 of our reports dated February 3,
1999 included in Snyder Communications Inc.'s Current Report on Form 8-K, dated
December 31, 1998, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Washington, D.C.
March 18, 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 Form 8-K of
Snyder Communications, Inc. dated 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
Melville, New York
March 18, 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, on the financial statements of Brann Holdings Limited as of and for the
three years ended December 31, 1996 which appears on (i) page F-31 of the Snyder
Communications,Inc. Current Report on Form 8-K dated December 31, 1998 which is
expected to be filed on March 19, 1999; (ii) page F-30 of the Snyder
Communications, Inc. Current Report on Form 8-K dated November 25, 1997 filed on
January 21, 1998; (iii) 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 (iv) 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
March 18, 1999
