As filed with the Securities and Exchange Commission on March 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAGLER BAILLY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
54-1759180
(I.R.S. Employer Identification No.)
1530 Wilson Boulevard
Arlington, VA 22209-2406
(703) 351-0300
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Hagler Bailly, Inc. Employee Incentive and Non-Qualified Stock
Option and Restricted Stock Plan
(Full title of the Plan)
Stephen V. R. Whitman
Senior Vice President and General Counsel
Hagler Bailly, Inc.
1530 Wilson Boulevard
Arlington, VA 22209-2406
(703) 351-0300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
David B.H. Martin, Jr., Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
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CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered Registered per share (1) price (1) fee (1)
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Common Stock 1,800,000 $6.25 $11,250,000.00 $3,127.50
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(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of registration fee. The proposed maximum offering price per share
was determined by calculating the weighted average exercise price of 1,800,00
shares of Common Stock being offered at an exercise price of $6.25 based on the
average of the bid and ask prices per share of the Common Stock on March 23,
1999, as reported on The Nasdaq National Market.
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<PAGE>
Pursuant to Instruction E of Form S-8, this registration
statement is being filed to register additional securities of the same class as
were registered on the Form S-8 filed by the Registrant on June 12, 1998, SEC
Registration No. 333-56759, the contents of which are incorporated by reference
herein.
PART II
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Item 8. Exhibits.
Exhibit
Number Description
5 Opinion of Stephen V.R. Whitman, Esq. regarding the legality of the shares being registered.
23.1 Consent of Stephen V.R. Whitman, Esq. (included in his opinion filed as Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
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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 Arlington, Commonwealth of Virginia, on this ___ day
of _______, 1999.
HAGLER BAILLY, INC.
By:
Henri-Claude A. Bailly
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Henri-Claude A. Bailly and
Stephen V.R. Whitman, and each of them, his or her true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any amendments to this Registration Statement, and to file the same,
with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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<S> <C> <C>
Signature Title Date
/s/ Henri-Claude A. Bailly President and Chief March 30, 1999
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Henri-Claude A. Bailly Executive Officer (Principal
Executive Officer)
/s/ Glenn J. Dozier Senior Vice President, Chief March 30, 1999
Glenn J. Dozier Financial Officer and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Howard W. Pifer, III Chairman March 30, 1999
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Howard W. Pifer, III
/s/ Gene Brown Director March 30, 1999
R. Gene Brown
/s/ Jasjeet S. Cheema Director March 30, 1999
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Jasjeet S. Cheema
/s/ William E. Dickenson Director March 30, 1999
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William E. Dickenson
/s/ Robert W. Fri Director March 30, 1999
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Robert W. Fri
/s/ Richard H. O'Toole Director March 30, 1999
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Richard H. O'Toole
/s/ Fred M. Schriever Director March 30, 1999
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Fred M. Schriever
/s/ Alain M. Streicher Director March 30, 1999
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Alain M. Streicher
/s/ Michael D. Yokell Director March 30, 1999
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Michael D. Yokell
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EXHIBIT INDEX
Exhibit
5 Opinion of Stephen V.R. Whitman, Esq.
23.1 Consent of Stephen V.R. Whitman, Esq. (See Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
Exhibit 5
LEGAL OPINION OF STEPHEN V.R. WHITMAN, ESQ.
March 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hagler Bailly, Inc.
Employee Incentive and Non-Qualified Stock Option and Restricted Stock Plan
Registration Statement on Form S-8
Gentlemen and Ladies:
I am Senior Vice President and General Counsel to Hagler
Bailly, Inc., a Delaware corporation (the "Company"). This opinion letter has
been prepared in connection with the Company's registration, pursuant to a
registration statement on Form S-8 filed with the Securities and Exchange
Commission on or about the date hereof (the "Registration Statement"), of
1,800,000 shares (the "Shares") of common stock, $.01 par value per share, of
the Company (the "Common Stock") issuable upon the award of shares of Common
Stock conditioned upon the attainment of specified performance goals or other
factors ("Restricted Stock") or upon the exercise of options granted or to be
granted pursuant to the Company's Employee Incentive and Non-Qualified Stock
Option and Restricted Stock Plan (the "Plan"). This letter is furnished pursuant
to the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss.
229.601(b)(5), in connection with such registration.
I am familiar with the Company's corporate affairs and
particularly with the Plan. Based upon the above, I am of the opinion that the
Shares, when issued and delivered in the manner and on the terms contemplated in
the Registration Statement and the Plan (with the Company having received the
consideration therefor, the form of which is in accordance with applicable law),
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. Nothing herein shall be construed to cause me to be
considered an "expert" within the meaning of Section 11 of the Securities Act of
1933, as amended, or the rules thereunder.
Very truly yours,
/s/ Stephen V.R. Whitman
Senior Vice President and General Counsel
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. ___-___) pertaining to the Hagler Bailly, Inc. Employee Incentive and
Non-Qualified Stock Option and Restricted Stock Plan, of our report dated March
12, 1999, with respect to the consolidated financial statements of Hagler
Bailly, Inc. included in the Annual Report (Form 10-K) for the year ended
December 31, 1998.
/s/ Ernst & Young LLP
Vienna, VA
March 29, 1999
