<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1998
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LAMALIE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
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FLORIDA 59-2776441
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 PARK AVENUE
SUITE 3100
NEW YORK, NEW YORK 10166-0136
(212) 953-7900
(Address, including zip code,
of Registrant's principal executive offices)
LAMALIE ASSOCIATES, INC.
1998 OMNIBUS STOCK AND INCENTIVE PLAN
(Full title of the plan)
PHILIP R. ALBRIGHT, VICE PRESIDENT
LAMALIE ASSOCIATES, INC.
3903 NORTHDALE BOULEVARD
TAMPA, FLORIDA 33624
(813) 961-7494
(Name, address, including zip code, and telephone number
including area code, of agent for service)
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[A
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Registration Fee
Price(1)
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<S> <C> <C> <C> <C>
Common Stock ............ 500,000 shs. $6.00 $3,000,000 $885.00
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(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices for
the common stock reported on the Nasdaq National Market System on October
13, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement registers additional securities of the same class
as other securities for which a Registration Statement filed on Form S-8
relating to the 1998 Omnibus Stock and Incentive Plan is already effective.
Pursuant to General Instruction E of this form, the content of the Company's
previous Registration Statement (Registration Statement No. 333-51463) are
incorporated herein by reference.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association,
as to the legality of the Common Stock being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, Professional Association (contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (contained on signature page).
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II-2
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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 Tampa, State of Florida, on the 14th day of
October, 1998.
Lamalie Associates, Inc.
By: /s/ Robert L. Pearson
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Robert L. Pearson, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Lamalie Associates, Inc., for himself and not for one another,
does hereby constitute and appoint Robert L. Pearson and Philip R. Albright,
and each of them, a true and lawful attorney in his name, place and stead, in
any and all capacities, to sign his name to any and all amendments, including
post-effective amendments, to this registration statement, with respect to the
proposed issuance, sale and delivery of shares of its Common Stock, and to
cause the same to be filed with the Securities and Exchange Commission,
granting unto said attorneys and each of them full power and authority to do
and perform any act and thing necessary and proer to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself hereby ratifies and confirms
all that said attorneys or any one of them shall lawfully do or cause to be
done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert L. Pearson President and Chief October 14, 1998
- ----------------------------- Executive Officer and Director
Robert L. Pearson (Principal Executive Officer)
/s/ Philip R. Albright Vice President and Chief October 14, 1998
- ----------------------------- Financial Officer (Principal
Philip R. Albright Accounting Officer)
/s/ John F. Johnson Director October 14, 1998
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John F. Johnson
/s/ Joe D. Goodwin Director October 14, 1998
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Joe D. Goodwin
/s/ Roderick C. Gow Director October 14, 1998
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Roderick C. Gow
Director
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John S. Rothschild
</TABLE>
II-3
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director
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Ray J. Groves
/s/ Richard W. Pogue Director October 14, 1998
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Richard W. Pogue
/s/ John C. Pope Director October 14, 1998
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John C. Pope
Director
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Neal L. Maslan
Director
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Patrick McDonnell
</TABLE>
II-4
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EXHIBIT 5
October 14, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Lamalie Associates, Inc.
1998 Omnibus Stock and Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Lamalie Associates, Inc. (the "Company") in connection
with the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the offering by the Company (the "Offering") of 500,000
shares of the Company's Common Stock under the Company's 1998 Omnibus Stock and
Incentive Plan (the "Plan"). This opinion is being provided as Exhibit 5 to the
S-8 Registration Statement. We note that the Company has previously filed a
Registration Statement on Form S-8 (Registration Statement No. 33-51463)
covering the offer and sale of 1,000,000 shares under the Plan.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar with:
(1) the Company's Articles of Incorporation and Bylaws, each as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other exact copies.
We express no opinion as to the law of any jurisdiction other than of the
State of Florida and the federal laws of the United States of America.
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SECURITIES AND EXCHANGE COMMISSION OCTOBER 14, 1998
PAGE 2
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Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has been duly and legally authorized by all required
corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become effective in
accordance with the Securities Act of 1933, as amended;
b. the shares of Common Stock shall have been offered and awarded
as contemplated in the Plan;
c. the options covering shares of Common Stock shall have been granted
and exercised as contemplated in the Plan;
d. the consideration specified in the Plan and (i) in the instrument of
award in respect of the purchase of Common Stock and (ii) in the
instrument of grant covering options granted under the Plan, as the
case may be, shall have been received; and
e. the certificates representing such shares shall have been duly
executed, counter-signed and issued by or on behalf of the Company,
the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.
This firm hereby consents to the filing of this opinion as an Exhibit to
the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By: /s/ Richard M. Leisner
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Richard M. Leisner
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
April 11, 1997 (except with respect to the matters discussed in Note 9, as to
which the date is June 3, 1997), in Lamalie Associates, Inc.'s Registration
Statement on Form S-1 (No. 333-26027), our report dated February 27, 1998, in
Lamalie Associates, Inc.'s Report on Form 8-K, and our report dated April 8,
1998, in Lamalie Associates, Inc.'s Report on Form 10-K.
/s/ ARTHUR ANDERSEN LLP
Tampa, Florida,
October 13, 1998
