As filed with the Securities and Exchange Commission on February 17, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
IMAGEMAX, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2865585
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1100 East Hector Street
Suite 396
Conshohocken, Pennsylvania 19428
(Address of Principal Executive Offices)
-------------------------------
1997 Incentive Plan
1997 Employee Stock Purchase Plan
(Full title of the Plans)
-------------------------------
Bruce M. Gillis
Chief Executive Officer and Chairman of the Board
ImageMax, Inc.
1100 East Hector Street
Suite 396
Conshohocken, Pennsylvania 19428
(Name and Address of Agent for Service)
(610) 832-2111
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to Be Offering Price Per Aggregate Offering Amount of
Be Registered Registered Share (1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 367,500 (2) 12.00 $4,410,000 $1,301
value 232,500 (3) 9.6875 2,252,344 665
250,000 (4) 8.72 2,180,000 643
- ---------------------------------------------------------------------------------------------------------
TOTAL 850,000 $8,842,344 $2,609
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h) on the basis of: (i) the option exercise price with
respect to outstanding options to purchase 367,500 shares of Common Stock; (ii)
the average of the high and low prices per share of the registrant's Common
Stock on the Nasdaq National Market on February 9, 1998 with respect to the
remaining 232,500 shares subject to future grants under the 1997 Incentive Plan;
and (iii) 90% of the average of the high and low prices per share of the
registrant's Common Stock on the Nasdaq National Market on February 9, 1998 with
respect to the 250,000 shares subject to the 1997 Employee Stock Purchase Plan.
(2) Represents shares of Common Stock underlying outstanding options granted
under the 1997 Incentive Plan.
(3) Represents shares of Common Stock subject to future grants under the 1997
Incentive Plan.
(4) Represents shares of Common Stock underlying the 1997 Employee Stock
Purchase Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by ImageMax, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"), are incorporated in
this Registration Statement by reference:
1. The Company's prospectus dated December 4, 1997, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended.
2. The description of the Company's common stock, no par value per share,
contained in the registration statement on Form 8-A of the Company
(Commission File No. 0-23077) filed under the Securities and Exchange
Act of 1934 on November 28, 1997.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Sections 1741-1747 of the Pennsylvania Business Corporation Law (the
"BCL"), Article V of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Article XIV of the Company's Amended and
Restated Bylaws (the "Bylaws") provide that the Company shall, in the case of
directors and officers, and may, in the case of employees and agents, indemnify
any such person who is or was a party (other than a party acting on his or her
own behalf) or who is threatened to be made such a party, to any threatened,
pending or completed action, suit or
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<PAGE>
proceeding, whether civil, criminal, administrative or investigative (including
actions brought by or in the right of the Company where certain standards of
conduct have been met), by reason of the fact that such person is or was a
director or officer of the Company, or is or was serving at the request of the
Company on behalf of another enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action if he or she met certain
requisite standards of conduct. In all such cases, the Company shall indemnify
any such person against all such expenses actually and reasonably incurred by
him or her in connection with any such action to the extent that such person has
been successful on the merits or in defense of any such action. The
indemnification provisions of the Articles and Bylaws are non-exclusive.
Pursuant to Section 1713 of the BCL, Article IV of the Articles and Article IV,
Section 4.15 of the Bylaws provides that a director shall not be liable to the
Company for monetary damages as such for any action taken or omitted unless the
director breaches or fails to perform a duty of his office and that breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
This limitation does not apply to criminal liability or liability for the
payment of taxes. The Company believes that the provisions will assist it in
securing and maintaining the services of directors who are not employees of the
Company.
The Company has obtained insurance providing officers and directors coverage for
losses arising from claims based on breaches of duty, negligence, error and
other wrongful acts, including liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's registration
statement on Form S-1, File No. 333-35567).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 of the Company's registration statement on Form S-1,
File No. 333-35567).
4.3 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of
the Company's registration statement on Form S-1, File No. 333-35567).
4.4 1997 Incentive Plan (incorporated by reference to Exhibit 10.1 of the
Company's registration statement on Form S-1, File No. 333-35567).
4.5 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.2 of the Company's registration statement on Form S-1, File No.
333-35567).
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (contained in Exhibit 5).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
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<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
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 in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and 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 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
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.
(4) That, for the purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 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.
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<PAGE>
(5) 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 foregoing provisions, 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 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,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 Philadelphia, Commonwealth of Pennsylvania, on the
13th day of February, 1998.
ImageMax, Inc.
By: /s/ Bruce M. Gillis
----------------------------
Bruce M. Gillis
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bruce M. Gillis and Andrew R. Bacas, and
each or any of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and other registration
statements and amendments thereto relating to the Offering contemplated by 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, or their
or his substitute or substitutes, may 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/ Bruce M. Gillis Chief Executive Officer; Director February 13, 1998
- ------------------------ (principal executive officer)
Bruce M. Gillis
/s/ James D. Brown Chief Financial Officer February 13, 1998
- ------------------------ (principal financial officer and
James D. Brown principal accounting officer)
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<PAGE>
/s/ Andrew R. Bacas Director February 13, 1998
- ------------------------
Andrew R. Bacas
/s/ David C. Utz, Jr. Director February 13, 1998
- ------------------------
David C. Utz, Jr.
/s/ Rex Lamb Director February 13, 1998
- ------------------------
Rex Lamb
/s/ John E. Semasko Director February 13, 1998
- ------------------------
John E. Semasko
/s/ Lennox K. Black Director February 13, 1998
- ------------------------
Lennox K. Black
/s/ David C. Carney Director February 13, 1998
- ------------------------
David C. Carney
/s/ Lewis E. Hatch, Jr. Director February 13, 1998
- ------------------------
Lewis E. Hatch, Jr.
/s/ Steven N. Kaplan Director February 13, 1998
- ------------------------
Steven N. Kaplan
</TABLE>
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<PAGE>
EXHIBIT INDEX
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (contained in Exhibit 5).
Exhibit 5
February 17, 1998
ImageMax, Inc.
Two Bala Plaza, Suite 300
Bala Cynwyd, Pennsylvania 19004
Re: Registration Statement on Form S-8
Dear Sir/Madam:
Reference is made to a Registration Statement on Form S-8 of
ImageMax, Inc. (the "Company") which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.
The Registration Statement covers 850,000 shares of Common
Stock, no par value, of the Company (the "Shares"), issuable by the Company
pursuant to awards granted or available for grant under the Company's 1997
Incentive Plan and 1997 Employee Stock Purchase Plan (the "Plans").
We have examined the Registration Statement, including the
exhibits thereto, the Company's Amended and Restated Articles of Incorporation
and By-Laws as currently in effect, the Plans and such other documents as we
have deemed appropriate. In the foregoing examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the authenticity of all documents submitted to us as copies of
originals.
Based upon the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the terms of the Plans and
any underlying option award agreements or letters, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. In giving this consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Sincerely,
PEPPER HAMILTON LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated September 11,
1997, except for the recapitalizataion discussed in Note 8 to the financial
statements as to which the date is November 26, 1997, included in ImageMax,
Inc.'s Form S-1 Registration Statement File No. 333-35567 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, PA
February 12, 1998
