<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 33-
-----
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
HEURISTIC DEVELOPMENT GROUP, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
Delaware 95-4491750
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1219 Morningside Drive, Suite 102
Manhattan Beach, California 90266
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
HEURISTIC DEVELOPMENT GROUP, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Gregory L. Zink, President
Heuristic Development Group, Inc.
1219 Morningside Drive, Suite 102
Manhattan Beach, California 90266
(310) 378-1749
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
share(1) price(2)
- --------------------------------------------------------------------------------------------------------------
Common Stock, par value 220,000 $4.53125 $996,875.00 $278.00
$0.01 shares
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the bid and asked price
per share as reported on the National Association of Security Dealers - Nasdaq
SmallCap Market on September 30, 1999.
This Registration Statement consists of 6 pages.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is intended to register 220,000
shares of Heuristic Development Group, Inc.'s common stock, issuable to
eligible employees, officers, directors, advisors and consultants of the
registrant under the Heuristic Development Group, Inc. 1996 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by the registrant are incorporated herein by reference:
(a) the registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998;
(b) all other reports filed by the registrant pursuant to Section
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, since the
end of the fiscal year covered by the annual report referred to in (a) above;
and
(c) the description of the registrant's common stock, $.01 par value
per share, contained in the registrant's Registration Statement on Form 8-A
dated January 10, 1997.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with a threatened, pending or completed action, suit or proceeding
in which such person is involved by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation, provided that
(i) such person acted in good faith and in a manner he or she believed to be
in or not opposed to the best interests of the corporation, and (ii) with
respect to any criminal action or proceeding, such person had no reasonable
cause to believe his or her conduct was unlawful. The registrant's
Certificate of Incorporation and Bylaws provide that the registrant shall
indemnify its directors and officers to the fullest extent permitted by
Section 145.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the
registrant has been informed that, in the opinion of the Securities Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
In accordance with Delaware law, the registrant's Certificate of
Incorporation, as amended, limits the personal liability of its directors for
breaches of their fiduciary duty to the registrant and its stockholders with
certain limited exceptions as set forth in section 102(a)(7) of the Delaware
General Corporation Law. This provision does not limit the liability of
directors for violations of the federal securities laws.
The registrant carries directors and officers liability insurance
policies with a limit of $3,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3-
<PAGE>
ITEM 8. EXHIBITS.
Each of the following Exhibits is filed herewith:
EXHIBIT NO. DESCRIPTION
5 Opinion of Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP.
23.1 Consent of Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP (set forth as part of
Exhibit 5).
23.2 Consent of Richard A. Eisner & Company, LLP.
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 of
the information set forth in the 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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
pursuant to those paragraphs is contained in periodic reports filed 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 purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
4-
<PAGE>
(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 any 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.
(h) 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, suit to a court of appropriate
jurisdiction the question of 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.
5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Ocean Ridge, State of Florida on September 30,
1999.
HEURISTIC DEVELOPMENT GROUP, INC.
Registrant
By: /s/ Gregory L. Zink
Gregory L. Zink
President and Acting Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Gregory L. Zink President, Acting Chief September 30, 1999
Gregory L. Zink Executive Officer and Director
(Principal Executive Officer)
/s/ Theodore Lanes Chief Financial Officer, September 30, 1999
Theodore Lanes Secretary and Director (Principal
Financial and Accounting Officer)
/s/ Jonathan W. Seybold Chairman of the Board September 30, 1999
Jonathan W. Seybold of Directors and Director
/s/ Brian Wasserman Director September 30, 1999
Brian Wasserman
/s/ Allan Dalfen Director September 30, 1999
Allan Dalfen
6-
<PAGE>
EXHIBIT 5
[LETTERHEAD OF CHRISTENSEN, MILLER, FINK,
JACOBS, GLASER, WEIL & SHAPIRO, LLP]
October 1, 1999
Heuristic Development Group, Inc.
1219 Morningside Drive, Suite 102
Manhattan Beach, California 90266
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
You have requested our opinion in connection with the issuance by
Heuristic Development Group, Inc., a Delaware corporation (the "Company"), of
shares of the Company's Common Stock, $0.01 par value per share (the
"Shares"), in connection with the Option Plan (as defined below). The Shares
are the subject of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on October 1, 1999.
The Shares are to be issued in connection with the Heuristic
Development Group, Inc. 1996 Stock Option Plan (the "Option Plan").
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined and relied upon copies, unless
otherwise stated, of the following documents: (i) the Certificate of
Incorporation and By-laws of the Company, as amended to date; (ii) minutes
and resolutions of the Company's Board of Directors relating to the Option
Plan, including without limitation, the authorization and issuance of the
Shares; (iii) the Registration Statement; and (iv) such other documents,
instruments and agreements as we have deemed necessary or appropriate as a
basis for the opinion set forth below.
In rendering our opinion herein, we have assumed, with your
permission: the genuineness and authenticity of all signatures on original
documents submitted to us; the authenticity of all documents submitted to us
as originals; the conformity to originals of all documents submitted to us as
copies or facsimiles; the continued accuracy of all certificates and other
documents from public officials dated earlier than the date of this letter;
the continued effectiveness of the Registration Statement; the issuance by
any necessary regulatory
<PAGE>
Heuristic Development Group, Inc.
October 1, 1999
Page 2
agencies of appropriate permits, consents, approvals, authorizations and
orders relating to the offering and sale of the Shares; the offer and sale of
the Shares being made in the manner set forth in the Registration Statement
and pursuant to said permits, consents approvals, authorizations and orders.
In addition, we have made such legal and factual examinations and inquiries
as we have deemed necessary or appropriate for purposes of this opinion.
Our opinions herein are limited to the General Corporation Law of the
State of Delaware (based upon the latest unofficial compilation thereof
available to us) and the federal laws of the United States. We express no
opinion whatsoever with respect to the laws of any other jurisdiction and can
assume no responsibility for the applicability or effect of any such laws.
Based on and subject to the foregoing, it is our opinion that when
issued in accordance with the terms and conditions of the Option Plan, the
Shares will be validly issued, fully paid and non-assessable.
This opinion is addressed solely to the Company, and no one else has
the right to rely upon it, nor may anyone release it, quote from it, or
employ it in any transaction other than those discussed herein without the
written consent of the undersigned; however, the undersigned hereby consents
to the filing of this opinion as an exhibit to, and the references to the
undersigned contained in, the Registration Statement.
Very truly yours,
/s/ CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Heuristic Development Group Inc. (a development stage company) of
our report dated February 5, 1999, relating to our audit of the balance sheet
of Heuristic Development Group Inc. (a development stage company) as of
December 31, 1998, and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years in the two-year
period ended December 31, 1998 and for the period from July 20, 1994
(inception) through December 31, 1998 included in the annual report on Form
10-KSB for the fiscal year ended December 31, 1998.
Richard A. Eisner & Company, LLP
New York, New York
September 29, 1999
