As filed with the Securities and Exchange Commission on November 8, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTHWORLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3922288
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 Avenue of the Americas
New York, New York 10013
(Address of Principal Executive Offices)
Healthworld Corporation
1997 Stock Option Plan, as Amended
(Full Title of the Plan)
Steven Girgenti Copy to:
Chief Executive Officer Howard S. Jacobs, Esq.
Healthworld Corporation Wayne A. Wald, Esq.
100 Avenue of the Americas Rosenman & Colin LLP
New York, New York 10013 575 Madison Avenue
(212) 966-7640 New York, New York 10022
(Name, Address and Telephone (212) 940-8800
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price Per Offering Registration
to be Registered Registered Share * Price * Fee *
================================================================================
Common Stock,
Par Value $.01 Per
Share (1) 500,000 $17.25 $8,625,000 $2,397.75
================================================================================
* Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c), upon the basis of the average of the high and
low prices of the Common Stock as quoted on the Nasdaq National Market on
November 5, 1999.
(1) All such shares are issuable pursuant to options available for grant under
the Registrant's 1997 Stock Option Plan, as amended.
<PAGE>
The Registrant has previously filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (Registration
No. 333-66117) with respect to the registration of an aggregate of 1,410,000
shares of Common Stock, $.01 par value per share (the "Common Stock"), of the
Registrant issued upon the exercise of stock options granted pursuant to the
1997 Stock Option Plan of Healthworld Corporation, as amended, and the contents
of such Registration Statement are incorporated herein by reference, except that
the following new information shall be added:
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
are incorporated by reference in the Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999;
3. The Registrant's Current Report on Form 8-K, filed with the Commission
on August 11, 1999, as amended on October 18, 1999.
4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999; and
5. The information in respect of the Company's Common Stock, under the
caption "Description of Capital Stock" contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on September
9, 1997, including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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 by reference herein and to
be a part hereof from the respective dates of filing of such documents.
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<PAGE>
Item 8. Exhibits
The following Exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 Amendment to Healthworld Corporation 1997 Stock Option Plan.
5.1 Opinion of Rosenman & Colin LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rosenman & Colin LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 4).
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<PAGE>
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 this 8th day of
November, 1999.
HEALTHWORLD CORPORATION
By: /s/ Steven Girgenti
----------------------------------
Steven Girgenti
Chief Executive Officer
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. Each of the undersigned hereby
constitutes and appoints Steven Girgenti and Stuart Diamond, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act, without the other, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Steven Girgenti Chairman of the Board and November 8, 1999
- ------------------------- Chief Executive Officer
Steven Girgenti (Principal Executive Officer)
/s/ Stuart Diamond Executive Vice President, November 8, 1999
- ------------------------- Secretary, Treasurer and
Stuart Diamond Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Jonah Shacknai Director November 8, 1999
- -------------------------
Jonah Shacknai
/s/ Spencer Falk Director November 8, 1999
- -------------------------
Spencer Falk
4
<PAGE>
/s/ Francis Hughes Director November 8, 1999
- -------------------------
Francis Hughes
/s/ Alex Spizz Director November 8, 1999
- -------------------------
Alex Spizz
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Amendment to Healthworld Corporation 1997 Stock Option Plan.
5.1 Opinion of Rosenman & Colin LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rosenman & Colin LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 4).
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EXHIBIT 4.1
AMENDMENT
TO
HEALTHWORLD CORPORATION
1997 STOCK OPTION PLAN
AMENDMENT (this "Amendment") to the Healthworld Corporation 1997
Stock Option Plan, as amended (the "Plan"). Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in the Plan.
WHEREAS, the Plan was adopted in 1997 by Healthworld Corporation, a
Delaware corporation (the "Company"), and was subsequently amended in June 1998
to increase the number of shares available under the Plan by an aggregate of
700,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock");
WHEREAS, the Board of Directors adopted, subject to stockholder
approval, and the stockholders of the Company at the Annual Meeting of
Stockholders of the Company held on June 9, 1999, approved, a subsequent
amendment to the Plan (i) to increase the number of shares available under the
Plan by an aggregate of 500,000 shares of Common Stock, and (ii) to increase the
amount of stock options to be granted automatically to each non-employee
director annually from options to purchase 10,000 shares of Common Stock to
options to purchase 20,000 shares of Common Stock, and to provide that such
grants to non-employee directors shall become fully exercisable on the date of
grant; and
WHEREAS, all terms and conditions of the Plan, other than as
specifically amended as set forth in this Amendment, shall remain in full force
and effect.
NOW THEREFORE, the Plan has been amended as follows:
The first sentence of Section 3 of the Plan is deleted in its entirety and
the following sentence is inserted in its place:
"1,910,000 of the authorized but unissued shares of the Common
Stock, $.01 par value, of the Company (the "Common Stock") are hereby
reserved for issue upon the exercise of Options granted under the Plan;
provided, however, that the number of shares so reserved may from time to
time be reduced to the extent that a corresponding number of issued and
outstanding shares of the Common Stock are purchased by the Company and
set aside for issue upon the exercise of Options."
Section 6(B)(i) of the Plan is deleted in its entirety.
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<PAGE>
Section 6(B)(ii) of the Plan is deleted in its entirety and the following
sentence is inserted in its place:
"(ii) Annually, on the date of each annual meeting of the
stockholders of the Company, each Non-Employee Director shall be granted a
Non-Employee Director's Formula Option to purchase 20,000 shares of the
Common Stock at the initial per share option price equal to the fair
market value of a share of the Common Stock on the date of grant."
Section 6(B)(iii) of the Plan is deleted in its entirety and the following
sentence is inserted in its place:
"(iii) Each Non-Employee Director who becomes a director prior to
the date of any annual meeting of the stockholders of the Company shall be
granted, on the date he or she becomes a director, a Non-Employee
Director's Formula Option to purchase 20,000 shares of the Common Stock at
the initial per share option price equal to the fair market value of a
share of the Common Stock on the date of grant."
Section 6(B)(iv) of the Plan is deleted in its entirety and the following
sentence is inserted in its place:
"(iv) A Non-Employee Director may during the period commencing on
the date of the granting of a Non-Employee Director's Formula Option to
him or her exercise such Option with respect to all of the shares granted
thereby."
IN WITNESS WHEREOF, the Secretary of the Company has executed this
Amendment and certifies that the amendment to the Plan set forth above
accurately reflects the amendment to the Plan adopted by the Board of Directors
and the stockholders of the Company.
/s/ Stuart Diamond
---------------------------------
Stuart Diamond, Secretary
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EXHIBIT 5.1
November 8, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Healthworld Corporation
Gentlemen:
We have acted as counsel for Healthworld Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to the registration of 500,000
shares (the "Shares") of the Company's common stock, par value $0.01 per share,
for issuance under the Company's 1997 Stock Option Plan, as amended (the
"Plan").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion that the Shares
have been duly authorized and, upon issuance in accordance with the terms of
stock option agreements or certificates issued under the Plan and otherwise in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By: /s/ Wayne A. Wald
-----------------
A Partner
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Exhibit 23.1
CONSENT OF INDEPENDENT public accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, of our report dated
February 17, 1999, included in Healthworld Corporation's Annual Report on Form
10-K for the year ended December 31, 1998, and to all references to our firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Melville, New York
November 8, 1999
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