<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1997
REGISTRATION NO. 333-
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
ABACUS DIRECT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-1118166
(State or other jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
8774 YATES DRIVE
WESTMINSTER, CO 80030
(Address of Principal Executive Offices and Zip Code)
-------------------
ABACUS DIRECT CORPORATION
AMENDED AND RESTATED 1989 STOCK OPTION PLAN, AS AMENDED
AMENDED AND RESTATED ABACUS DIRECT CORPORATION
1996 STOCK INCENTIVE PLAN
(Full Title of Plan)
-------------------
CARLOS E. SALA
SENIOR VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER
ABACUS DIRECT CORPORATION
8774 YATES DRIVE
WESTMINSTER, CO 80030
(303) 657-2800
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 541-6222
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE PER SHARE(2) OFFERING PRICE(2) REGISTRATION
REGISTERED REGISTERED(1) FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 575,958 $ 3.73 $ 2,149,993 $ 651.52
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share 486,500 $24.66 $11,999,230 $ 3,636.13
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share 238,500 $41.62 $ 9,927,562 $ 3,008.35
===========================================================================================================
TOTAL 1,300,958 ---- $24,076,785 $ 7,296.00
===========================================================================================================
</TABLE>
-------------------
(1) Comprised of (i) 575,958 shares issuable upon exercise of outstanding
options granted under the Abacus Direct Corporation Amended and Restated 1989
Stock Option Plan, as Amended (the "89 Plan"), and (ii) 725,000 shares of Common
Stock authorized for issuance under the Amended and Restated Abacus Direct
Corporation 1996 Stock Incentive Plan (the "96 Plan"). The Registrant's Board
of Directors has determined not to grant any additional options under the 89
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon (i) a weighted average exercise price of
$3.73 per share for each of the 575,958 shares of Common Stock issuable upon
exercise of outstanding options granted under the 89 Plan, (ii) a weighted
average exercise price of $24.66 per share for each of the 486,500 shares of
Common Stock issuable upon exercise of outstanding options under the 96 Plan;
and (iii) with respect to the 238,500 shares available for grant under the 96
Plan, a price of $41.63 (the average of the high and low prices of the
Registrant's Common Stock as quoted on the Nasdaq National Market on November
24, 1997).
================================================================================
<PAGE> 3
REOFFER PROSPECTUS
ABACUS DIRECT CORPORATION
1,300,958 SHARES
COMMON STOCK
This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Abacus Direct Corporation,
a Delaware corporation ("Abacus" or the "Company"), to sell a maximum of
1,300,958 shares (the "Shares") of the Company's Common Stock, $0.001 par value
per share (the "Common Stock"), which will be acquired by the Selling
Stockholders pursuant to the (i) Abacus Direct Corporation Amended and Restated
1989 Stock Option Plan, as Amended (the "89 Plan"), and (ii) Amended and
Restated Abacus Direct Corporation 1996 Stock Incentive Plan (the "96 Plan").
All or a portion of the Shares offered hereby may be offered for sale,
from time to time, in broker's transactions, in negotiated transactions or
through a combination thereof, at prices and terms obtainable at the time of
sale. The Shares are being offered on a continuous basis and the precise
amounts and timing of any sales of Shares will be determined by the Selling
Shareholders in their sole discretion from time to time. All brokers'
commissions or discounts will be paid by the Selling Stockholders. Any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 under the Securities Act of 1933, as amended (the "Securities Act") may,
however, be sold under Rule 144 rather than pursuant to this Prospectus. See
"Plan of Distribution." The Company will receive none of the proceeds of this
offering, although the Company will receive cash upon the sale of stock to the
Selling Shareholders in connection with the exercise of stock options under the
89 Plan and the 96 Plan. See "Use of Proceeds." All expenses incurred in
connection with the preparation and filing of this Prospectus and the related
Registration Statement are being borne by the Company.
SEE "RISK FACTORS" ON PAGE 5 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.
The Company's Common Stock is listed on the Nasdaq National Market
under the symbol ABDR. On November 24, 1997, the closing price of the
Company's Common Stock was $41.44 per share.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is November 25, 1997
<PAGE> 4
No person is authorized to give any information or to make any
representation other than as contained in this Prospectus in connection with
the offer made hereby, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. The delivery of this Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the specific registered securities to which
it relates or an offer or solicitation with respect to those securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
------------------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such materials can be obtained from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 at prescribed rates. In addition, similar
information can be inspected at the National Associates of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006. The Commission also
maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996, as amended;
2. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997;
3. The Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1997.
4. The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1997.
5. The Company's Proxy Statement dated April 30, 1997
relating to the Annual Meeting of Stockholders held on
June 6, 1997; and
6. The description of the Company's Common Stock contained in
the Company's Registration Statement on form SB-2
(Registration No. 333-5380) filed by the Company on August
7, 1996, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be
incorporated in and made a part of this Prospectus by reference from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or replaces such statement. Any
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of the Common Stock, to whom this Prospectus is
delivered, on written or oral request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written or oral requests for such copies should
be directed Abacus Direct Corporation, to Attention: Carlos E. Sala, Secretary,
8774 Yates Drive, Westminster, Colorado 80030, telephone (303) 657-2800.
3
<PAGE> 6
THE COMPANY
Abacus Direct Corporation is a leading provider of information
products and marketing research services to the direct marketing industry.
Abacus has developed a comprehensive and predictive source of information
regarding catalog consumer purchasing behavior by creating a database which
includes consumer purchasing data from over 800 merchandise catalogs. Abacus
uses this proprietary database and its advanced statistical modeling technology
to provide direct marketers with information and analysis which allows them to
increase response rates and profits from their marketing campaigns.
The Company's database, through the Abacus Alliance, has
addressed the need for a comprehensive source of information on catalog
purchasing behavior. The Abacus Alliance is a cooperative arrangement through
which catalog companies contribute their customers' purchasing histories to the
Company in exchange for access to the Company's information products and
marketing research services. The Company's services allow catalog companies to
improve the profitability of their mailing campaigns by enabling them to (i)
target new consumers whose past purchasing behavior indicates that they are
likely to purchase a particular product at a given time, (ii) prioritize
existing customers by the probability of a positive response based on historical
buying patterns, (iii) eliminate prospects from rented or exchanged lists that
have a low probability of responding, and (iv) properly position their products
and develop marketing strategies through market research.
The Company's database is continually enhanced as members
contribute current sales transaction information and additional catalog
companies join the Abacus Alliance. As of November 1, 1997, the Abacus
database contained over 88 million detailed buyer profiles compiled from
records of over 600 million catalog purchasing transactions. The Company
receives this data from the over 800 members of the Abacus Alliance. The
Company believes Abacus Alliance members represent over 75% of the largest
consumer merchandise catalogs in the United States.
On October 2, 1996, the Company consummated an initial public
offering (the "Offering") of 5,068,000 shares of its Common Stock, of which
4,613,455 shares were sold by certain stockholders (the "Selling Stockholders")
of the Company. On October 28, 1996, the Company consummated the sale of
760,200 shares of Common Stock of the Selling Stockholders solely to cover
over-allotments. The Common Stock was sold in the Offering at a price of $14.00
per share less underwriting discounts and commissions of $.98 per share. The
Offering was underwritten on a firm commitment basis by Robertson, Stephens &
Company LLC, Hambrecht & Quist LLC and William Blair & Company LLC, as
representatives of the underwriters.
The Company's predecessor, Abacus Direct Corporation, was
incorporated in Colorado in May, 1989. The Company was reincorporated in
Delaware on September 9, 1996. The term "Company" as used herein refers to
Abacus Direct Corporation, a Colorado corporation prior to the reincorporation
and the successor Delaware corporation thereafter. The
4
<PAGE> 7
principal executive offices of the Company are located at 8774 Yates Drive,
Westminster, Colorado 80030 and its telephone number is (303) 657-2800.
RISK FACTORS
An investment in the securities offered hereby involves a high
degree of risk and may not be appropriate for all investors. Prospective
investors should consider carefully the following risks and speculative
factors, among other things, in making a decision concerning the purchase of
shares offered hereby. This Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act which are indicated by words or phrases such as "management
believes," "the Company believes" and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
DEPENDENCE ON INDUSTRIES SERVED; IMPACT OF COMPETING INDUSTRIES.
The Company's future success is dependent in large part on
continued demand for the Company's services from the direct marketing industry,
including, the catalog industry, as well as the continued willingness of
catalogs to contribute their data to the Company. The Company's clients are
comprised primarily of large consumer merchandise catalogs in the United
States, which results in the Company's receivables being concentrated in the
catalog industry. A significant downturn in the direct marketing industry
generally, including the catalogue industry, or withdrawal by a substantial
number of catalogs from the Abacus Alliance would have a material adverse
effect on the Company's business, financial condition and results of
operations. Although the Company has maintained a retention rate of over 90%
from 1995 to 1996, from 1994 to 1995 and from 1993 to 1994, respectively, of
clients with ongoing catalog operations, there can be no assurance that the
Company will maintain such retention rate in the future. Many industry experts
predict that electronic commerce, including the purchase of merchandise and the
exchange of information via the Internet or other media, will increase
significantly in the future. To the extent such an increase occurs, companies
which now rely on catalogs or other direct marketing avenues to market their
products may reallocate resources toward such direct marketing channels and
away from catalog-related marketing or other direct marketing avenues which
could adversely affect demand for the Company's services. In addition, the
effectiveness of direct mail as a direct marketing tool may decrease as a
result of consumer saturation and increased consumer resistance to direct mail
in general.
SEASONALITY AND QUARTERLY FLUCTUATIONS.
The direct marketing industry, and in particular the catalog
industry, is characterized by significant seasonality. As a result, the
Company's revenue and profits have been subject to significant seasonal
fluctuations, with the largest percentage of annual revenue and profits being
realized in the third and fourth fiscal quarters due to the increase in direct
5
<PAGE> 8
marketing activity in anticipation of the holiday buying season. The Company
expects this trend to continue in the future. In addition, a number of other
factors have resulted in significant fluctuations in quarterly revenue and
results of operations, including postal rates, paper prices and overall
economic conditions, as well as factors specific to a client such as the
client's advertising budget and choice of advertising media. Other causes of
significant fluctuations may include the number, timing and significance of new
product announcements by the Company and its competitors, the ability of the
Company to develop, market and introduce new and enhanced versions of its
services on a timely basis, the level of product and price competition, changes
in operating expenses, changes in the Company's sales incentive strategy,
hiring of new employees and computer capacity upgrades in anticipation of
future growth. Any one or more of these factors could have a material adverse
effect on the Company's business, financial condition and results of
operations. Due to these factors, the Company believes period-to-period
comparisons of results of operations are not necessarily meaningful and should
not be relied upon as indicators of future results of operations. The potential
fluctuations in the Company's operating results make it likely that the
Company's operating results may, in some future quarter, not be consistent with
predictions made by securities analysts, which could have a material adverse
effect on the price of the Company's Common Stock. The Company's operating
expenses are determined, in part, based on the Company's expectations of future
revenue growth and are substantially fixed. As a result, unexpected changes in
revenue levels will have a disproportionate effect on net income in any given
period.
REGULATION; PRIVACY ISSUES.
Growing concern about privacy and the collection, distribution
and use of information about individuals has led to self-regulation of such
practices by the direct marketing industry and to increased federal and state
regulation. The Direct Marketing Association (the "DMA"), the leading trade
association of direct marketers, has adopted guidelines regarding the fair use
of such information which it recommends participants in the direct marketing
industry follow. The Company is also subject to various federal and state
regulations concerning the collection, distribution and use of information
regarding individuals. Such laws include the Federal Drivers Privacy Protection
Act of 1994 and other state laws which limit or preclude the use of voter
registration and drivers license information, as well as laws which govern the
collection and release of consumer credit information. Although the Company's
compliance with the DMA's guidelines and applicable federal and state
regulations has not had a material adverse effect on the Company, no assurance
can be made that the DMA will not adopt additional guidelines or that
additional federal or state laws or regulations (including antitrust and
consumer privacy laws) will not be enacted or applied to the Company or its
clients. Any such guidelines, laws or regulations could adversely affect the
ability of the Company to collect and distribute consumer information or
otherwise have a material adverse effect on the Company's business, financial
condition and results of operations. Moreover, such guidelines, laws or
regulations might restrict or increase the cost of the activities of companies
engaged in direct marketing, potentially reducing their demand for the
Company's services which would have a material adverse effect on the Company's
business, financial condition and results of operations. To the extent the
Company's clients do not comply with such guidelines, laws or regulations, the
Company may incur liabilities which could have a material adverse effect on the
6
<PAGE> 9
Company's business, financial condition and results of operations. The Company
has typically entered into three year contracts with its clients and there can
be no assurance that a private litigant or governmental entity will not
challenge such arrangements under any applicable antitrust or other laws.
POSTAL RATES AND PAPER PRICES.
The direct marketing activities of the Company's clients are
adversely affected by postal rate increases, especially increases that are
imposed without sufficient advance notice to allow adjustments to be made to
marketing budgets. Higher postal rates may result in fewer mailings of direct
marketing materials with a corresponding decline in the need for certain of the
direct marketing services offered by the Company. Increased postal rates can
also lead to pressure on the Company from its clients to reduce prices for its
services to offset the postal rate increase. In addition, higher paper prices
may cause catalog companies to conduct fewer or smaller mailings which could
cause a corresponding decline in the need for the Company's services. Clients
may aggressively seek price reductions for the services offered by the Company
to offset any increased materials cost. Any such occurrences could have a
material adverse effect on the Company's business, financial condition and
results of operations.
COMPETITION.
The market for the Company's services is intensely
competitive. The Company competes directly with Smartbase, a division of Acxiom
Corporation, and Direct Marketing Technology, each of which collect and manage
information relating to consumer purchase transactions contributed by large
numbers of catalog companies. The Company also competes with a wide variety of
companies which own and generate lists. In addition, the Company competes
indirectly with a number of direct marketing information service businesses
including Metromail Corp., Database American Information Services Inc., First
Data Solutions, Inc. and R.L. Polk and Company. Many of the Company's existing
competitors, and many potential new competitors, have longer operating
histories, greater name recognition and significantly greater financial,
technical and marketing resources than the Company. Such competitors may be
able to undertake more extensive marketing campaigns and make more attractive
offers to potential employees, distribution partners, and database
contributors. There can be no assurance that competitors' products or services
will not be equal or superior to, or achieve greater market acceptance than,
those of the Company or that the Company will be able to compete successfully
against its current or future competitors. Moreover, there can be no assurance
that compilers of consumer transactional data, such as credit card and credit
reporting companies, will not decide to use their own extensive databases to
provide products and services that compete with the Company's services. Any
such developments could have a material adverse effect on the Company's
business, financial condition and results of operations.
7
<PAGE> 10
DEVELOPMENT OF SERVICES.
The Company is currently developing new services, as well as
new applications of its existing services. There can be no assurance that the
Company will not experience difficulties that could delay or prevent the
successful development, introduction or marketing of these services, or that
its new or enhanced services will adequately meet the requirements of its
current or prospective clients. Failure of the Company to successfully design,
develop, test and introduce such new services, or the failure of the Company's
recently introduced services to achieve market acceptance, could prevent the
Company from maintaining existing client relationships, gaining new clients or
expanding its markets and could have a material adverse effect on the Company's
business, financial condition and results of operations.
MANAGEMENT OF GROWTH.
In recent years, the Company has experienced significant
growth that has placed considerable demands on the Company's managerial,
operational and financial resources. There can be no assurance that if the
Company continues to grow, management will be effective in attracting and
retaining additional qualified personnel, expanding the Company's physical
facilities, integrating acquired businesses or otherwise managing growth. There
can be no assurance that the Company's systems, procedures or controls will be
adequate to support the Company's operations or that the Company's management
will be able to achieve the rapid execution necessary to successfully offer its
services and implement its business plan. Any inability to manage growth
effectively could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, the Company's
growth may depend to some extent on its ability to successfully complete
strategic acquisitions and alliances to expand or complement its existing
business. There can be no assurance that suitable acquisitions or alliances can
be identified, consummated or successfully integrated into the Company's
operations.
RELIANCE ON KEY PERSONNEL.
The Company's performance is substantially dependent on the
performance of its executive officers and key employees. The Company is also
dependent on its ability to retain and motivate high quality personnel,
especially management, sales and development employees. The loss of the
services of any of its executive officers could have a material adverse effect
on the Company's business, financial condition and results of operations. In
addition, the Company's future success is dependent on its continuing ability
to identify, hire, train, and retain highly qualified technical, sales and
managerial personnel, and the inability of the Company to do so would have a
material adverse effect on the Company's business, financial condition and
results of operations.
8
<PAGE> 11
DEPENDENCE ON PROPRIETARY TECHNOLOGY.
The Company regards much of its software, database management
methods, modeling techniques and other database information strategies as
proprietary trade secrets and relies on a combination of trade secret,
copyright, unfair competition and other intellectual property laws as well as
contractual agreements to protect its rights to such intellectual property. Due
to the difficulty of monitoring unauthorized use of and access to the Company's
intellectual property, however, such measures may not provide adequate
protection. In addition, there can be no assurance that the courts will enforce
the contractual arrangements which the Company has entered into to protect its
proprietary technology. Any misappropriation of the Company's intellectual
property could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, there has been
substantial litigation in the information services and computer industry
involving the ownership and scope of intellectual property rights. The Company
may bring or be subject to litigation to defend against claimed infringement of
its rights or of the rights of others or to determine the scope and validity of
the intellectual property rights of the Company and others. Such litigation
could result in substantial costs and diversion of the Company's resources
which could have a material adverse effect on the Company's business, financial
condition and results of operations. Unfavorable results in such litigation
could also result in the loss or compromise of the Company's proprietary
rights, subject the Company to significant liabilities, require the Company to
seek licenses from third parties, or prevent the Company from selling its
services which could have a material adverse effect on the Company's business,
financial condition and results of operations.
RELIANCE ON COMPUTER TECHNOLOGY; RISK OF LOSS OF CLIENT DATA.
The computer and other technologies in which the Company has
invested are rapidly evolving and characterized as having short product life
cycles, which require the Company to anticipate and rapidly adapt to
technological changes. The failure of the Company to successfully anticipate or
adapt to technological changes or select and develop new and enhanced
technology on a timely basis could affect the quality of the services the
Company provides to its clients, or otherwise have a material adverse effect on
the Company's business, financial condition and results of operations.
The Company's operations are dependent on its ability to
protect its computer systems and data centers against damage from fire, power
loss, security breach, telecommunications failure or similar events. No
assurance can be given that the precautions that the Company has taken to
protect itself from such events, such as off-site storage of backup data and
limitation of access to its proprietary information and computerized database,
will be adequate. Any damage to the Company's data center, failure of
telecommunication links or breach of the security of the Company's database
could result in an interruption of the Company's operations or other loss which
may not be covered by the Company's insurance. Any such event could have a
material adverse effect on the Company's business, financial condition and
results of operations.
9
<PAGE> 12
VOLATILITY OF STOCK PRICE.
The trading price of the Company's Common Stock could be
subject to wide fluctuations in response to a variety of factors, including
quarterly variations in operating results, new services by the Company, its
clients or its competitors, general conditions in the direct marketing
industry, and general economic and market conditions. Additionally, the stock
market in general, and the market for technology stocks in particular, has
experienced extreme price volatility in recent years. This volatility, as well
as broad market fluctuations generally, have often had a substantial effect on
the market prices of many technology companies for reasons unrelated or
disproportionate to the operating performance of such companies.
ANTI-TAKEOVER MATTERS; POTENTIAL ADVERSE EFFECT OF FUTURE ISSUANCES OF
AUTHORIZED PREFERRED STOCK.
The Company's Certificate of Incorporation and Bylaws contain
certain provisions that may delay, defer or prevent a takeover of the Company.
The Company's Board of Directors has the authority to issue up to 1,000,000
shares of preferred stock, par value $1.00 per share (the "Preferred Stock"),
and to determine the price, rights, preferences and restrictions, including
voting rights, of those shares, without any further vote or action by the
stockholders. Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue Preferred Stock, with such dividend rates,
redemption provisions, liquidation preferences, voting rights, conversion
privileges and other characteristics as the Board of Directors may deem
necessary. The rights of holders of Common Stock will be subject to, and may be
adversely affected by, the rights of holders of any Preferred Stock that may be
issued in the future. The Company's Bylaws include provisions establishing
advance notice procedures with respect to stockholder proposals and director
nominations. In addition, the Company is subject to certain anti-takeover
provisions of the Delaware General Corporation Law. Such provisions could
adversely affect the holders of the Common Stock and could discourage, delay or
prevent a takeover of the Company.
SHARES ELIGIBLE FOR FUTURE SALE.
Options to purchase an aggregate of 1,062,458 shares of Common
Stock are outstanding under the 86 Plan and the 96 Plan and options to purchase
an additional 238,500 shares are available for grant under the 96 Plan. 800,819
of such shares are being registered hereby for offer and sale under the
Securities Act of which 353,891 shares are subject to certain repurchase rights
of the Company. See "Selling Security-Holders". In addition, an indeterminate
number of shares of Common Stock are "restricted securities" within the meaning
of Rule 144 ("Rule 144") under the Securities Act. Such shares are presently
eligible for sale subject to the volume limitations and certain other conditions
imposed by Rule 144. Sales of such shares of Common Stock in the public market
following this offering could adversely affect the market price of the Common
Stock.
10
<PAGE> 13
SELLING SECURITY-HOLDERS
The persons who as of the date hereof, may be Selling Stockholders pursuant to
the Prospectus are set forth below. In addition, awards may be granted under
the 96 Plan of the Company in the future to persons who may, under certain
circumstances and for certain purposes, be deemed affiliates of the company and
awards with respect to additional shares of Common Stock may be granted to
persons listed below as Selling Stockholders. Such persons will become Selling
Stockholders under the Prospectus with respect to the shares of Common Stock so
listed when this Prospectus is supplemented in accordance with Rule 424(b) of
the Securities Act. Additionally, certain unnamed non-affiliates of the
Company may use this Reoffer Prospectus for reoffers and resales up to the
lesser of 1,000 shares or one percent of the shares issuable to such
non-affiliates under the plans to which this form S-8 registration statement
relates.
<TABLE>
<CAPTION>
No. of Shares of Common
Stock to be Owned
No. of Shares of No. of Shares of Following the Offering
Common Stock Stock Eligible for Pursuant to the Prospectus
Owned as of the Date Resale Pursuant to --------------------------------
Name of Selling Shareholder of the Prospectus the Prospectus Number Percent
--------------------------- -------------------- ------------------ ------ -------
<S> <C> <C> <C> <C>
M. Anthony White(1) 622,000 133,000 489,000 5.1%
(Chairman, Chief Executive
Officer and Director)
Daniel C. Snyder(2) 343,819 343,819 0 --
(President, Chief Operating
Officer and Director)
Carlos E. Sala(3) 300,000 300,000 0 --
(Sr. Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer)
Frank Kenny(4) 12,000 12,000 0 --
(Director)
Antony H. Lee(5) 12,000 12,000 0 --
(Director)
</TABLE>
- ----------------------------------
(1) Includes presently exercisable options to purchase 108,000 shares of
Common Stock of which 86,400 shares are subject to repurchase by the
Company pursuant to Section 5(a)(iii) of the 89 Plan in the event Mr.
White's employment ceases for any reason (other than death or
disability), with such repurchase right terminating in 25% annual
increments commencing May 3, 1998. Also includes options to purchase
25,000 shares of Common Stock exercisable in four equal annual
installments commencing February 12, 1998.
(2) Comprised of (i) presently exercisable options to purchase 325,819
shares of Common Stock of which 267,491 shares are subject to repurchase
by the Company pursuant to Section 5(a)(iii) of the 89 Plan in the event
Mr. Snyder's employment ceases for any reason (other than death or
disability), with such repurchase right terminating in 33% annual
increments commencing May 15, 1998, and (ii) options to purchase 18,000
shares of Common Stock exercisable in four equal annual installments
commencing February 12, 1998.
(3) Comprised of 300,000 shares of Common Stock exercisable in four
equal annual installments commencing June 6, 1998.
(4) Comprised of (i) options to purchase 4,000 shares of Common Stock of
which 1,000 options to purchase shares of Common Stock are currently
exercisable and the remainder of which are exercisable in three
equal annual installments commencing October 10, 1998, (ii) options
to purchase 4,000 shares of Common Stock exercisable in four equal
annual installments commencing June 6, 1998, and (iii) options to
purchase 4,000 shares of Common Stock exercisable in two equal
installments commencing June 6, 1998.
(5) Comprised of options to purchase 4,000 shares of Common Stock of
which 1,000 options to purchase shares of Common Stock are
currently exercisable and the remainder of which are exercisable
in three equal annual installments commencing November 5, 1998, (ii)
options to purchase 4,000 shares of Common Stock exercisable in four
equal annual installments commencing June 6, 1998, and (iii) options
to purchase 4,000 shares of Common Stock exercisable in two equal
installments commencing June 6, 1998.
11
<PAGE> 14
PLAN OF DISTRIBUTION
The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of
the Shares "at the market" to or through a marketmaker or into an existing
trading market, in private sales, including direct sales to purchasers, or
otherwise at prevailing market prices or at negotiated or fixed prices. The
precise amounts and timing of sales, if any, of the Shares will be determined
by each Selling Stockholder in his sole discretion from time to time. In
effecting sales, brokers or dealers engaged by the seller may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from the seller in amounts to be negotiated immediately prior to
the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on
the resale of such Shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock
has been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.
EXPENSES
All expenses of this Offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by the
Company. It is estimated that the total amount of such expenses will not
exceed $25,000.00.
12
<PAGE> 15
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares of
Common Stock by the Selling Stockholders, but will receive funds from the sale
of stock to the Selling Stockholders, which funds will be used by the Company
for working capital.
LEGALITY
Certain legal matters in connection with the securities offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350
Avenue of the Americas, New York, New York 10019.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-KSB of Abacus Direct Corporation for the year
ended December 31, 1996 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in accounting and auditing.
13
<PAGE> 16
This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act and to
which reference is hereby made.
----------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING SECURITY-HOLDERS. . . . . . . . . . . . . . . . . . . . . . 11
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . 12
EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
----------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there have been no changes in the affairs of the Company since the date
hereof.
14
<PAGE> 17
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated as of their
respective dates in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, as amended;
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997;
3. The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1997.
4. The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1997.
5. The Company's Proxy Statement dated April 30, 1997 relating to
the Annual Meeting of Stockholders held on June 16, 1997;
6. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 (Registration
No. 333-5380) filed by the Company on August 7, 1996, as
amended.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, are incorporated by reference in this
registration statement and are a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
II-1
<PAGE> 18
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Limitation of Liability and Indemnification
The Company's Certificate of Incorporation contains provisions
permitted under the Delaware General Corporation Law relating to the liability
of directors. The provisions eliminate a director's liability for monetary
damages for a breach of fiduciary duty as a director, except for liability in
certain circumstances involving wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. Further, the Company's Certificate of
Incorporation and the Company's Bylaws contain provisions to indemnify the
Company's directors and officers to the fullest extent permitted by the
Delaware General Corporation Law, including payment in advance of a final
disposition of a director's or officer's expenses and attorneys' fees incurred
in defending any action, suit or proceeding. The Company believes that the
provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors.
The Company has entered into indemnification agreements with each of
its directors and executive officers. These indemnification agreements provide
for the indemnification by the Company of such directors and officers for
liability for acts and omissions as directors and executive officers of the
Company. The Company believes that indemnification agreements are necessary to
attract and retain qualified persons as directors and officers.
The Company currently maintains an executive liability insurance
policy which provides coverage for its directors and officers. Under this
policy, the insurer agreed to pay, subject to certain exclusions, for any claim
made against a director or officer of the Company for a wrongful act by such
director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim or the Company is required to
indemnify the director or officer for such claim.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE> 19
Item 8. Exhibits.
Number Description
- ------ -----------
3.1 Certificate of Incorporation of the Company*
3.2 By-Laws of the Company*
4.1 Specimen Certificate representing the Common Stock*
4.2 Amended and Restated 1996 Stock Incentive Option Plan of the
Company**
4.3 Amended and Restated 1989 Stock Option Plan, as amended of the
Company*
5.1 Opinion of Kane Kessler, P.C.
23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (contained on page II-6)
- ------------------------------------------------------
* Incorporated by reference to the Company's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission on August
7, 1996 (No. 333-5380).
** Incorporated by reference to the Company's Proxy Statement dated April
26, 1996 as filed with the Commission.
II-3
<PAGE> 20
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;
(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 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.
(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 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
II-4
<PAGE> 21
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(D) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as express in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-5
<PAGE> 22
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 the City of New York, State of New York, on the 25th day of
November, 1997.
ABACUS DIRECT CORPORATION
By: /s/ Carlos E. Sala
---------------------------------------------------
Name: Carlos E. Sala,
Title: Senior Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer
We, the undersigned officers and directors of Abacus Direct
Corporation, and each of us, do hereby constitute and appoint M. Anthony White
and Carlos E. Sala, or any of them, our true and lawful attorneys and agents,
each with full power of substitution, to do any and all acts and things in our
name and behalf in our capacities as directors or officers and to execute any
and all instruments for us and in our names in the capacities listed below,
which attorneys and agents, or any of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with the Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto; and we do hereby ratify and confirm all that
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue thereof.
II-6
<PAGE> 23
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ M. Antony White Chairman of the Board, November 25, 1997
- ----------------------- Chief Executive Officer
M. Anthony White and Director (Principal
Executive Officer)
/s/ Daniel C. Snyder President, Chief Operating November 25, 1997
- ----------------------- Officer and Director
Daniel C. Snyder
/s/ Carlos E. Sala Senior Vice President- November 25, 1997
- ----------------------- Finance, Chief Financial
Carlos E. Sala Officer, Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/s/ Frank Kenny Director November 25, 1997
- -----------------------
Frank Kenny
/s/ Antony H. Lee Director November 25, 1997
- -----------------------
Antony H. Lee
</TABLE>
II-7
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION> Page
Number Description No.
- ----- ----------- ----
<S> <C>
3.1 Certificate of Incorporation of the Company*
3.2 By-Laws of the Company*
4.1 Specimen Certificate representing the Common Stock*
4.2 Amended and Restated 1996 Stock Incentive Option Plan of the
Company**
4.3 Amended and Restated 1989 Stock Option Plan, as amended of the
Company*
5.1 Opinion of Kane Kessler, P.C.
23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (contained on page II-6)
</TABLE>
- ------------------------------------------------------
* Incorporated by reference to the Company's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission on August
7, 1996 (No. 333-5380).
** Incorporated by reference to the Company's Proxy Statement dated April
26, 1996 as filed with the Commission.
<PAGE> 1
EXHIBIT 5.1
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-4896
(212) 541-6222
November 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Abacus Direct Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Abacus Direct Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
the registration by the Company under the Securities Act of 1933, as amended, of
an offering of up to an aggregate of 1,300,958 shares of the Company's Common
Stock, $.001 par value per share (the "Shares"), pursuant to each of the Abacus
Direct Corporation Amended and Restated 1989 Stock Option Plan, as amended and
the Amended and Restated Abacus Direct Corporation 1996 Stock Option Plan
(collectively, the "Plans").
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
<PAGE> 2
Securities and Exchange Commission
November 25, 1996
Page 2
We have relied, without independent investigation, upon a
certificate from the Company's Chief Financial Officer that the number of
shares which the Company is authorized to issue in its Certificate of
Incorporation, as amended, exceeds the sum of (i) the number of shares of the
Company's Common Stock outstanding, (ii) the number of shares of the Company's
Common Stock held as treasury shares, and (iii) the number of shares of the
Company's Common Stock which the Company is obligated to issue (or has
otherwise reserved for issuance for any purposes), by at least the number of
shares which may be issued in connection with the Plans, and we have assumed
for purposes of our opinion herein that such condition will remain true at all
future times relevant to this opinion. We have also assumed that the Company
will cause certificates representing Shares issued in the future to be properly
executed and delivered and will take all other actions appropriate for the due
and proper issuance of such Shares. We have assumed for purposes of this
opinion that options issued under the Plans and the Shares issuable upon
exercise of such options have been duly authorized by all necessary corporate
action on the part of the Company and such options have been duly authorized
and granted under the Plans. We express no opinion regarding any shares
reacquired by the Company after initial issuance.
We are members of the Bar of the State of New York and are not
admitted to practice law in any other jurisdiction. We do not hold ourselves
out as being conversant with, and express no opinion as to, the laws of any
jurisdiction other than the laws of the State of New York and the General
Corporation Law of the State of Delaware.
Subject to the limitations stated in this letter, and subject
further to the following limitations, it is our opinion that the Shares issued
by the Company, upon due exercise of any option under and in accordance with the
Plans pursuant to which such option was granted, will, upon delivery thereof and
receipt by the Company of all consideration owed to the Company under the terms
of such option and the Plans, be validly issued, fully paid and nonassessable.
The foregoing assumes that the aforesaid Registration Statement
will become and remain effective under the Securities Act of 1933, as amended,
prior to any offering of the Shares pursuant to the terms thereof and will be
amended, as appropriate, and that there will be compliance with all applicable
state securities laws in connection with the offering of such securities, as
well as compliance with the terms of the offering set forth in the Registration
Statement.
<PAGE> 3
Securities and Exchange Commission
November 25, 1996
Page 3
This opinion is rendered solely for your benefit and may not be
relied upon by any other person or entity. This opinion is provided to you as
of the date hereof. We undertake no, and hereby disclaim any obligation to
advise you of any change in any matter set forth herein. Without our prior
written consent, this opinion may not be quoted in whole or in part or
otherwise referred to in any report or document furnished to any person or
entity.
We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Kane Kessler, P.C.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated January 30, 1997 included under Item 7 of Abacus Direct Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 1996. We also
consent to the reference to us under the heading "Experts."
/s/Price Waterhouse LLP
- -----------------------
PRICE WATERHOUSE LLP
Boulder, Colorado
November 21, 1997
