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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
Registration Statement No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAMALIE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
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.
NON-EMPLOYEE DIRECTORS - STOCK OPTION PLAN
(Full title of the plan)
JACK P. WISSMAN, EXECUTIVE 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock. . . . . 80,000 shs. $22.875 $1,775,000 $523.63
======================================================================================================================
</TABLE>
(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 April 27, 1998.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by Lamalie
Associates, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated into and made a part of this Registration
Statement:
1. The Company's Prospectus as filed with the Commission under Rule
424(b) of the Securities Act of 1933, which is a part of the Company=s
Registration Statement on Form S-1 (Registration Statement No.
333-26027), as amended, contains the Company's audited financial
statements for the fiscal year ended February 28, 1997 (pages F-1
through F-13, inclusive) and a description of the Company's common
stock (page 35), which is incorporated by reference in the Company's
Registration Statement on Form 8-A, as amended, as filed with the
Commissioner under the Securities Exchange Act of 1934 (Registration
Statement No. 000-22645).
2. The Company's Quarterly Reports on Form 10-Q for the Quarters ended
May 31, 1997, August 31, 1997 and November 30, 1997 and current Report
on Form 8-K dated February 27, 1998.
3. All documents filed by the Company with the Commission subsequent to
the date of this Registration Statement under Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, 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, shall be deemed to be incorporated into and
made a part of this Registration Statement from the date of filing of
such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that a business corporation may indemnify any person who is or was a
party to any proceeding (other than an action by, or in the right of, the
corporation) by reason of the fact that he or she is or was a director or
officer of the corporation, against liability incurred in connection with such
proceeding, including any appeal thereof, provided certain standards are met,
including that such officer or director acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against
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expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Under the terms of the Company's Articles of Incorporation and Bylaws, the
Company may indemnify any director, officer or employee or any former director,
officer or employee to the fullest extent permitted by law.
The Company has entered into indemnity agreements with each of its
directors and certain officers which provide that the Company will indemnify
such persons against any costs and expenses, judgments, statements and fines
incurred in connection with any claim involving such persons by reason of his or
her position as director or officer, provided that such person meets certain
standards of conduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1, as
amended, Registration Statement No. 333-26027).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1, as amended,
Registration Statement No. 333-26027).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
3.4 to the Company's Registration Statement on Form S-1, as amended,
Registration Statement No. 333-26027).
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 in signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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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 Orlando, State of Florida, on the 27th day of April,
1998.
Lamalie Associates, Inc.
By: /s/ Robert L. Pearson
--------------------------------------
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, Jack P. Wissman 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 proper 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
- -------------------------------------------- ------------------------------- --------------
<S> <C> <C>
/s/ Robert L. Pearson President and Chief April 27, 1998
- -------------------------------------------- Executive Officer and Director
Robert L. Pearson (Principal Executive Officer)
/s/ Jack P. Wissman Executive Vice President, April 27, 1998
- -------------------------------------------- Chief Administrative and
Jack P. Wissman Financial Officer (Principal
Financial Officer)
/s/ Philip R. Albright Director of Finance and April 27, 1998
- -------------------------------------------- Controller (Principal
Philip R. Albright Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- ------------------------------- --------------
<S> <C> <C>
/s/ David L. Witte Executive Vice President April 27, 1998
- -------------------------------------------- and Director
David L. Witte
/s/ John F. Johnson Chairman of the Board of April 27, 1998
- -------------------------------------------- Directors
John F. Johnson
/s/ Joe D. Goodwin Director April 27, 1998
- --------------------------------------------
Joe D. Goodwin
/s/ Roderick C. Gow Director April 27, 1998
- --------------------------------------------
Roderick C. Gow
/s/ John S. Rothschild Director April 27, 1998
- --------------------------------------------
John S. Rothschild
/s/ Ray J. Groves Director April 27, 1998
- --------------------------------------------
Ray J. Groves
/s/ Richard W. Pogue Director April 27, 1998
- --------------------------------------------
Richard W. Pogue
/s/ John C. Pope Director April 27, 1998
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John C. Pope
</TABLE>
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PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW
TAMPA OFFICE ST. PETERSBURG OFFICE
2700 BARNETT PLAZA 2100 BARNETT TOWER
101 EAST KENNEDY BOULEVARD ONE PROGRESS PLAZA
POST OFFICE BOX 1102 POST OFFICE BOX 2245
TAMPA, FLORIDA 33601-1102 PLEASE REPLY TO ST.PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813)223-7474 TAMPA TELEPHONE (813)898-7474
TELEFAX (813)229-6553 TELEFAX (813)229-6553
April 29, 1998
Securites and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Lamalie Associates, Inc.
Non-Employee Directors' Stock Option 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 80,000
shares of the Company's Common Stock under the Company's Non-Employee Directors'
Stock Option Plan (the "Plan"). This opinion is being provided as Exhibit 5 to
the S-8 Registration Statement.
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 law of any jurisdiction other than of the
State of Florida and the federal laws of the United States of America.
<PAGE> 2
SECURITES AND EXCHANGE COMMISSION APRIL 29, 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 options covering shares of Common Stock shall have been
granted and exercised as contemplated in the Plan;
c. the consideration specified in the Plan and in the instrument of
grant covering options granted under the Plan shall have been
received; and
d. the certificates representing such shares of Common Stock 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:
Richard M. Leisner
<PAGE> 1
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) and our report dated February 27, 1998,
in Lamalie Associates, Inc.'s Report on Form 8-K.
/s/ Arthur Andersen LLP
Tampa, Florida,
April 30, 1998
