<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2000
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
CLARK/BARDES HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-2103926
(State of or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
----------
102 SOUTH WYNSTONE PARK DRIVE, #200
NORTH BARRINGTON, ILLINOIS 60010
(847) 304-5800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
----------
<TABLE>
<S> <C>
With a copy to:
W. T. WAMBERG TERRY M. SCHPOK, P.C.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
102 SOUTH WYNSTONE PARK DRIVE, #200 1700 PACIFIC AVENUE, SUITE 4100
NORTH BARRINGTON, ILLINOIS 60010 DALLAS, TEXAS 75201
(847) 304-5800 (214) 969-2800
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code of Agent for Service)
</TABLE>
----------
Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend interest
reinvestment plans, or check the following box.[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ] ____________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE PER SHARE AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED (1) PRICE(1) REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 1,888,887 $10.78 $20,362,202 $5,376
-----------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (2) (2) (3) (3)
=============================================================================================================================
</TABLE>
(1) Estimated pursuant to rule 457(c) solely for the purpose of calculating the
amount of the registration fee based on the average of the high and low
prices of Clark/Bardes Holdings' common stock reported by the Nasdaq
National Market on September 15, 2000.
(2) The rights to purchase shares of Junior Participating Preferred Stock,
Series A, par value $0.01 per share, are attached to and trade with the
common stock. As no additional consideration will be received for the
rights, no registration fee is required with respect to them under Rule
457(i).
(3) Rule 457(g) of the Securities Act of 1933 does not require the payment of a
registration fee because the Company is registering the rights in the same
registration statement as the securities being offered pursuant to the
rights.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2000
PROSPECTUS
[CLARK/BARDES HOLDINGS, INC. LOGO]
102 South Wynstone Park Drive, #200
North Barrington, Illinois 60010
Telephone: (847) 304-5800
1,888,887 SHARES OF COMMON STOCK
----------
This prospectus relates to the public offer and sale of up to 1,888,887
shares of our common stock by the selling stockholders named herein. We will not
receive any of the proceeds from the sale of common stock by the selling
stockholders.
Our common stock trades on the Nasdaq National Market under the symbol
"CLKB." On September 15, 2000, the last reported sale price of our common stock
on Nasdaq was $11.06 per share.
----------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. THEREFORE, YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS INCORPORATED BY REFERENCE FROM OUR ANNUAL
REPORT ON FORM 10-K INTO THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS _____________, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Special Note Regarding Forward-Looking Statements.................................................................1
About This Prospectus.............................................................................................1
Our Business......................................................................................................2
Use of Proceeds...................................................................................................4
Selling Stockholders..............................................................................................4
Plan of Distribution..............................................................................................5
Legal Matters.....................................................................................................6
Experts...........................................................................................................6
Where You Can Find More Information...............................................................................6
</TABLE>
<PAGE> 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated
by reference in this prospectus may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
may use words such as "anticipate," "believe," "estimate," "expect," "intend,"
"predict," "project," and similar expressions, as they relate to us or our
management. When we make forward-looking statements, we are basing them on our
management's beliefs and assumptions, using information currently available to
us. These forward-looking statements are subject to risks, uncertainties and
assumptions, including but not limited to, risks, uncertainties and assumptions
related to the following:
o changes in tax legislation;
o federal and state regulations;
o our dependence on a select group of insurance companies;
o our dependence on key producers and services of key personnel;
o our dependence on information processing systems and risk of errors or
omissions;
o our dependence on persistency of existing business;
o risks associated with acquisitions;
o significant intangible assets;
o competitive factors and pricing pressures;
o general economic conditions; and
o risks related to this offering.
If one or more of these or other risks or uncertainties materialize, or if
our underlying assumptions prove to be incorrect, actual results may vary
materially from those anticipated. Any forward-looking statements you read in
this prospectus reflect our current views with respect to future events and are
subject to these and other risks, uncertainties and assumptions relating to our
operations, results of operations, growth strategy and liquidity. All subsequent
written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this
paragraph. You should specifically consider the factors identified in this
prospectus, any prospectus supplement and the documents incorporated by
reference herein, which could cause actual results to differ before making an
investment decision. You should refer to the section entitled "Risk Factors"
beginning on page 34 of our 1999 Annual Report on Form 10-K, which is
incorporated by reference, for a discussion of risk factors that could cause
actual results to differ materially from those indicated by the forward-looking
statements.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf registration" process. Under this shelf process, the
selling stockholders may, from time to time, sell shares of common stock
described in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
<PAGE> 5
OUR BUSINESS
Clark/Bardes Holdings, Inc. wholly owns Clark/Bardes, Inc. which is the
successor corporation to Clark/Bardes, Inc., a Texas corporation, formed in
1967. Clark/Bardes Holdings and Clark/Bardes were formed in June 1998 in
contemplation of our initial public offering. The initial public offering was
completed on August 19, 1998. Our corporate headquarters is located at 102 South
Wynstone Park Drive, #200, North Barrington, Illinois 60010, and our telephone
number is (847) 304-5800.
We are a national firm that provides a variety of compensation and benefit
services to U.S. corporations, banks and healthcare organizations. Our services
include the evaluation, design, implementation and administration of innovative
compensation and benefit programs for executives, key employees and other
professionals. Over 2,200 corporate, banking and healthcare clients use these
customized programs primarily to supplement and secure benefits for their
executives, key employees and professionals and to offset the costs of employee
benefit liabilities. We arrange for our clients to finance these programs using
life insurance and other financial products. Generally our revenue is earned
from:
o first-year and renewal commissions paid to us by the insurance
companies that underwrite the insurance policies underlying our
clients' compensation and benefit programs;
o consulting fees paid by our clients to evaluate and design executive
compensation and benefit plans; and
o fees paid by our clients for ongoing administrative and other
services.
We typically receive renewal commissions and service and administration
fees as long as the insurance policies underlying our clients' programs remain
in force.
We have four operating divisions. Each of these divisions is focused on the
evaluation, design, implementation and administration of innovative compensation
and benefit programs that help each of their clients attract and retain
executives, key employees and other professionals. Each of our divisions
operates separately from a different location with its own president, marketing
and administrative staffs. The divisions operate separately because of the
specific expertise required to serve distinct markets and the established name
recognition of each division. Through these divisions, we are able to tailor
compensation and benefit programs and consulting services to the unique needs of
our clients.
Our Clark/Bardes division markets to large U.S. corporations and banks with
over $3 billion in assets. The Clark/Bardes division has as clients over 30 of
the top 50 banks in the United States and over 200 major corporations
representing a wide variety of industries. In addition to evaluating, designing,
implementing and administering compensation and benefit programs for large
corporations, the Clark/Bardes division also has been highly successful in
providing business-owned life insurance programs for banks. The bank programs
are designed to offset employee benefit costs, as well as to finance executive
benefit programs.
Our Bank Compensation Strategies division markets to community banks, which
typically have less than $1 billion in assets. We estimate that there are over
7,000 community banks in the United States. Bank Compensation Strategies is a
market leader with over 1,200 community bank clients. In addition to evaluating,
designing, implementing and administering compensation and benefit programs, the
Bank Compensation Strategies division also earns revenue from compensation and
incentive consulting for executives, key employees and other professionals as
well from ownership succession programs. The Bank Compensation Strategies
division also has been highly successful providing business-owned life insurance
programs for community banks.
Our HealthCare Compensation Strategies division markets predominantly to
large and medium sized healthcare organizations including the following:
not-for-profit and for-profit healthcare systems; independent hospitals; managed
care organizations; academic medical centers and teaching hospitals; major group
medical practices; and hospital associations. With over 300 clients which
represent over 800 hospitals and 500 physician groups, HealthCare Compensation
Strategies is a leader in its market. In addition to evaluating, designing,
implementing and administering
2
<PAGE> 6
compensation and benefit programs for executives, key employees and other
professionals including physicians, the HealthCare Compensation Strategies
division also offers comprehensive compensation and benefits consulting
services.
Our Pearl Meyer & Partners division is one of the largest executive
compensation and benefits consulting organizations in the United States.
Acquired in June 2000, Pearl Meyer & Partners designs compensation programs for
a large number of major corporations on a fee basis.
Through our four operating divisions, our goal is to further strengthen our
role as a leading provider of innovative compensation and benefit programs and
solutions to corporations, banks and healthcare organizations throughout the
United States. To accomplish this goal, we intend to continue to:
o Leverage Our Market Reputation. Leverage our reputation as an industry
leader to expand current operations and to enter into related
businesses.
o Design Innovative Programs. Use our expertise in program development,
together with our continued close monitoring of legislative change, to
create and market innovative, customized programs to penetrate new
markets and to satisfy the financial needs of our clients in a
changing regulatory and economic environment.
o Diversify Our Business. Identify and enter related businesses in which
we can profitably employ our competencies. Examples of recent
expansion into related businesses include compensation and benefit
consulting, benefit plan administrative services and marketing to the
not-for-profit sector. In addition, we have started a new business
initiative, estate planning, with the recent acquisition of Insurance
Alliances Group.
o Enhance Our Administrative Capabilities and Efficiencies. Distinguish
ourselves from our competitors by continuing to enhance our
administrative capabilities, providing high quality administrative
services and improving operating efficiencies.
o Pursue Consolidating Acquisitions. Take advantage of the expected
consolidation in our industry and markets and implement our design,
distribution and service model on a wide scale so as to increase
market share, acquire producer and management talent, enter new
markets and improve operating margins through efficiencies achieved by
acquisitions.
Most importantly, we plan to continue to provide outstanding service to our
clients.
3
<PAGE> 7
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
SELLING STOCKHOLDERS
We are registering all 1,888,887 shares covered by this prospectus on
behalf of the selling stockholders named in the table below. We have registered
the shares to permit the selling stockholders and their pledgees, donees,
transferees or other successors-in-interest that receive their shares from the
selling stockholders as a gift, pledge, partnership distribution or another
non-sale related transfer after the date of this prospectus to resell the shares
when they deem appropriate. We refer to all of these possible sellers as selling
stockholders in this prospectus.
The table below sets forth the following information with respect to each
selling stockholder as of September 13, 2000:
o name and, if applicable, the address of the selling stockholder;
o the number and percentage of total outstanding shares of our common
stock each selling stockholder beneficially owned before this
offering;
o the number of shares of our common stock the selling stockholder is
offering; and
o the number and percentage of total outstanding shares of our common
stock that the selling stockholder will own after the selling
stockholder sells all of the shares in this offering.
Except as set forth in the table below, none of the selling stockholders
has had a material relationship with us within the last three years other than
as a result of the ownership of the shares or other securities of Clark/Bardes.
We do not know how long the selling stockholders will hold the shares before
selling them and we currently have no agreements, arrangements or understandings
with any of the selling stockholders regarding the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
selling stockholders named below.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED PERCENTAGE NUMBER OF OWNED PERCENTAGE
BEFORE OF TOTAL SHARES AFTER THE OF TOTAL
NAME OF SELLING STOCKHOLDER THE OFFERING OUTSTANDING(1) OFFERED OFFERING OUTSTANDING(1)
--------------------------- ------------ -------------- ------- -------- --------------
<S> <C> <C> <C> <C> <C>
Life Investors Insurance 1,150,839 9.1% 740,740 410,099 3.2%
Company of America
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Capital d'Amerique CDPQ Inc. 222,222 1.8% 222,222 0 *
Place Mercantile
2001 McGill College
Avenue, 6th Floor
Montreal, Quebec, Canada
H3A 1G1
Phoenix Home Life Mutual 1,111,155 8.8 % 555,555 555,600 4.4%
Insurance Company
One American Row
Hartford, CT 06102-5056
AXA Financial, Inc. 370,370 2.9% 370,370 0 *
1290 Ave. of the Americas
New York, NY 10104-0010
</TABLE>
----------
* less than 1%.
(1) Based upon a total of 12,648,485 shares outstanding as of September 11,
2000.
4
<PAGE> 8
Because the selling stockholders may offer all, some or none of the shares
of common stock, and because the offering contemplated by this prospectus is
currently not being underwritten, no estimate can be given as to the number of
shares of common stock that will be held by such selling stockholder upon or
prior to the termination of this offering. We have assumed for purposes of the
above chart that the selling stockholders will sell all of their shares. All
other information has been obtained from the selling stockholders.
PLAN OF DISTRIBUTION
We are registering the shares of common stock on behalf of the selling
stockholders. A selling stockholder is a person named in the table above and
also includes any donee, pledgee, transferee or other successor-in-interest
selling shares received after the date of this prospectus from a selling
stockholder as a gift, pledge, partnership distribution or other non-sale
related transfer. We will bear all costs, expenses and fees in connection with
the registration of the shares of common stock offered by this prospectus, other
than brokerage commissions and similar selling expenses, if any, attributable to
the sale of shares which will be borne by the selling stockholders. Sales of
shares may be effected by selling stockholders from time to time in one or more
types of transactions, which may include block transactions, on the Nasdaq
National Market, in the over-the-counter market, in negotiated transactions,
through put or call options transactions relating to the shares, through short
sales of shares, or a combination of these methods of sale, at market prices
prevailing at the time of sale, or at negotiated prices. These transactions may
or may not involve brokers or dealers. The selling stockholders have advised us
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their securities,
nor is there an underwriter or coordinated broker acting in connection with the
proposed sale of shares by the selling stockholders.
The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of the shares or of securities convertible into or exchangeable for the
shares in the course of hedging positions they assume with selling stockholders.
The selling stockholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
these broker-dealers or other financial institutions of shares offered by this
prospectus, which shares these broker-dealer or other financial institution may
resell pursuant to this prospectus, as amended or supplemented to reflect such
transaction.
The selling stockholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom these broker-dealers may act as agents or to whom
they sell as principal, or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions.
The selling stockholders and any broker-dealers that act in connection with
the sale of shares may be "underwriters" within the meaning of Section 2(11) of
the Securities Act, and any commissions received by these broker-dealers or any
profit on the resale of the shares sold by them while acting as principals might
be deemed to be underwriting discounts or commissions under the Securities Act.
The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
Because selling stockholders may be "underwriters" within the meaning of
Section 2(11) of the Securities Act, the selling stockholders may be subject to
the prospectus delivery requirements of the Securities Act. The
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to sales by the selling stockholders in the market.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
5
<PAGE> 9
Upon our company being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
o the name of each such selling stockholder and of the participating
broker-dealer(s);
o the number of shares involved;
o the initial price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
o other facts material to the transactions.
In addition, if we are notified by a selling stockholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
shares, we will file a supplement to this prospectus.
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon by
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
The financial statements of Phynque, Inc. d/b/a Management Compensation
Group/Healthcare incorporated in this prospectus and elsewhere in the
registration statement by reference to our current report on Form 8-K/A filed on
June 18, 1999 have been incorporated by reference in reliance on the report of
Lurie, Basikof, Lapidus & Co., LLP, given on their authority as experts in
accounting and auditing.
The financial statements of Pearl Meyer & Partners, Inc. incorporated in
this prospectus and elsewhere in the registration statement by reference to our
Current Report on Form 8-K filed on July 5, 2000 have been incorporated by
reference in reliance on the report of Cornick, Garber & Sandler, LLP, given on
their authority as experts in accounting and auditing.
The financial statements of Wamberg Financial Corporation, Inc.
incorporated in this prospectus and elsewhere in the registration statement by
reference to our Current Report on Form 8-K filed on September 16, 1999 have
been incorporated by reference in reliance on the report of Blackman Kallick
Bartelstein, LLP given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549.
6
<PAGE> 10
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from our web
site at http://www.clarkbardes.com or at the SEC's web site at
http://www.sec.gov. None of the information contained in our web site is
incorporated by reference into this prospectus.
We filed a registration statement on Form S-3 to register with the SEC the
shares of common stock that may be sold by the selling stockholders. This
prospectus is a part of that registration statement. As allowed by SEC rules,
this prospectus does not contain all of the information you can find in the
registration statement or the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will automatically update and supersede previously filed information,
including information contained in this document.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act from the date hereof until our offering is completed:
1. Our Annual Report on Form 10-K, File No. 000-24769, for the year ended
December 31, 1999, filed on March 29, 2000.
2. Our Quarterly Reports since January 1, 2000 as follows:
o Our Quarterly Report on Form 10-Q, File No. 000-24769, for the
quarter ended March 31, 2000, filed on May 8, 2000, as amended by
Amendment No. 1 filed on May 16, 2000.
o Our Quarterly Report on Form 10-Q, File No. 000-24769, for the
quarter ended June 30, 2000, filed on August 14, 2000.
3. Our Current Reports filed since January 1, 2000 as follows:
o Form 8-K, File No. 000-24769, filed on June 15, 2000
o Form 8-K, File No. 000-24769, filed on July 5, 2000
o Form 8-K, File No. 000-24769, filed on July 21, 2000
o Form 8-K, File No. 000-24769, filed on August 29, 2000
4. The description of the common stock contained in our registration
statement on Form 8-A, File No. 000-24769, filed on August 10, 1998,
under the Exchange Act, including any reports filed under the Exchange
Act for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning:
Clark/Bardes Holdings, Inc.
102 South Wynstone Park Drive, #200
North Barrington, Illinois 60010
(847) 304-5800
You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have authorized no one to
provide you different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of the document.
7
<PAGE> 11
================================================================================
1,888,887 SHARES
[CLARK/BARDES HOLDINGS, INC. LOGO]
COMMON STOCK
----------
PROSPECTUS
----------
______________, 2000
================================================================================
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts and
commissions are set forth in the following table. The Company will pay all
expenses of issuance and distribution. Each amount, except for the SEC, Nasdaq
National Market and NASD fees, is estimated.
<TABLE>
<S> <C>
SEC registration fees ................................... $ 5,376
Nasdaq National Market application listing fee .......... $ 18,889
Transfer agent's and registrar's fees and expenses ...... $ 5,000
Printing and engraving expenses ......................... $ 5,000
Legal fees and expenses ................................. $ 50,000
Accounting fees and expenses ............................ $ 10,000
Miscellaneous ........................................... $ 735
----------
Total ......................................... $ 95,000
==========
</TABLE>
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS
Clark/Bardes Holdings' Certificate of Incorporation provides that
Clark/Bardes Holdings shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, indemnify all persons whom it may
indemnify under Delaware law.
Section 145 of the Delaware General Corporation Law permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees
or agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Clark/Bardes Holdings' Bylaws provide for indemnification by Clark/Bardes
Holdings of its directors, officers and certain non-officer employees under
certain circumstances against expenses (including attorneys fees, judgments,
fines and amounts paid in settlement) reasonably incurred in connection with the
defense or settlement of any threatened, pending or completed legal proceeding
in which any such person is involved by reason of the fact that such person is
or was an officer or employee of Clark/Bardes Holdings if 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 Clark/Bardes Holdings, and, with respect to criminal
actions or proceedings, if such person had no reasonable cause to believe his or
her conduct was unlawful. Clark/Bardes Holdings' Certificate of Incorporation
also provides that, to the fullest extent permitted by the Delaware General
Corporation Law, no director shall be personally liable to Clark/Bardes Holdings
or its stockholders for monetary damages resulting from breaches of their
fiduciary duty as directors.
Expenses for the defense of any action for which indemnification may be
available may be advanced by Clark/Bardes Holdings under certain circumstances.
The general effect of the foregoing provisions may be to reduce the
circumstances which an officer or director may be required to bear the economic
burden of the foregoing liabilities and
II-1
<PAGE> 13
expenses. Clark/Bardes Holdings' directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain
kinds of claims which might be made against them based on their negligent acts
or omissions while acting in their capacity as such.
ITEM 16 -- EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 -- Reorganization Agreement, by and among Clark/Bardes, Inc.,
Clark/Bardes, Inc. and the Predecessor Company
(Incorporated herein by reference to Exhibit 2.1 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
2.2 -- Letter of Intent, dated May 29, 1998, from Clark/Bardes,
Inc. and the Schoenke Companies (Incorporated herein by
reference to Exhibit 2.2 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
2.3 -- Asset Purchase Agreement, dated September 5, 1997, among
Clark/Bardes, Inc., Bank Compensation Strategies, Inc., et
al. (Incorporated herein by reference to Exhibit 2.3 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
2.4 -- Letter of Understanding, dated October 1, 1998, by and
between Clark/Bardes Holdings, Inc and the Wiedemann &
Johnson Company (Incorporated herein by reference to
Exhibit 10 of Clark/Bardes' Quarterly Report on Form 10-Q,
File No. 000-24769, filed with the SEC on November 16,
1998).
2.5 -- Asset Purchase Agreement, dated September 18, 1998, with
Schoenke & Associates Corporation, Schoenke & Associates
Securities Corporation and Raymond F. Schoenke, Jr.
(Incorporated herein by reference to Exhibit 2.2 of
Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on October 2, 1998).
2.6 -- Asset Purchase Agreement, dated November 16, 1998, by and
among Clark/Bardes, Inc., Clark/Bardes, Inc., Wiedemann &
Johnson Company, Bruce Hlavacek and Jennie Hlavacek
(Incorporated herein by reference to Exhibit 2.6 of
Clark/Bardes' Annual Report on Form 10-K, File No.
000-24769, filed with the SEC on March 31, 1999).
2.7 -- Asset Purchase Agreement, dated April l5, 1999, by and
among Clark/Bardes, Inc., Clark/Bardes Holdings, Inc.,
Phynque, Inc., d/b/a Management Compensation
Group/HealthCare, and certain shareholders of Phynque,
Inc., d/b/a Management Compensation Group/HealthCare
(Incorporated herein by reference to Exhibit 2.1 of
Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on April 20, 1999).
2.8 -- Agreement and Plan of Reorganization, dated May 18, 1999,
by and among Clark/Bardes Holdings, Inc., NICB Agency,
Inc., and David Shuster, Lynn High, Kathy Smith, and Kelly
Earls (Incorporated herein by reference to Exhibit 2.8 of
Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999).
2.9 -- Asset and Stock Purchase Agreement, dated September 1,
1999, by and among Clark/Bardes, Inc. and The Wamberg
Organization, Inc. and W.T. Wamberg (Incorporated herein by
reference to Exhibit 2.1 of Clark/Bardes' Current Report on
Form 8-K, File No. 000-24769, filed with the SEC on
September 16, 1999).
2.10 -- Stock Purchase Agreement, dated as of June 21, 2000, by and
among Clark/Bardes, Inc., Clark/Bardes Holdings, Inc.,
Pearl Meyer, Diane D. Posnak, Steven E. Hall, Rhoda G.
Edelman, Claude E. Johnston, and David N. Swiford
(Incorporated herein by reference to Exhibit 99.1 of
Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on July 5, 2000).
II-2
<PAGE> 14
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 -- Certificate of Incorporation of Clark/Bardes, Inc.
(Incorporated herein by reference to Exhibit 3.1 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799, filed with the SEC on July 12, 1998).
3.2 -- Bylaws of Clark/Bardes, Inc. (Incorporated herein by
reference to Exhibit 3.2 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799, filed with the
SEC on July 12, 1998).
3.3 -- Certificate of Amendment (Incorporated herein by reference
to Exhibit 3.3 of Clark/Bardes' Registration Statement on
Form S-1, File No. 333-56799).
3.4 -- Certificate of Designation (Incorporated herein by
reference to Exhibit 3.4 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
3.5 -- Certificate of Merger of NICB Agency, Inc. and Clark/Bardes
Holdings, Inc (Incorporated herein by reference to Exhibit
3.5 of Clark/Bardes' Quarterly Report on Form 10-Q, File
No. 000-24769, filed with the SEC on August 16, 1999).
4.1 -- Specimen Certificate for shares of Common Stock, par value
$.01 per share, of Clark/Bardes Holdings, Inc.
(Incorporated herein by reference to Exhibit 4.1 of
Clark/Bardes' Amendment No. 1 to the Registration Statement
on Form S-1, File No. 333-56799, filed with the SEC on July
27, 1998).
4.2 -- Rights Agreement, dated as of July 10, 1998, by and between
Clark/Bardes, Inc. and The Bank of New York (Incorporated
herein by reference to Exhibit 4.4 of Clark/Bardes'
Quarterly Report on Form 10-Q, File No. 000-24769, filed
with the SEC on November 16, 1998).
*5 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*23.1 -- Consent of Cornick Garber & Sandler, LLP.
*23.2 -- Consent of Lurie, Besikof, Lapidus & Co., LLP.
*23.3 -- Consent of Blackman Kallick Bartelstein, LLP.
*23.4 -- Consent of Ernst & Young LLP.
*23.5 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in its opinion filed as Exhibit 5 hereto).
*24 -- Power of Attorney (included on signature page of the
Registration Statement as initially filed).
----------
* Filed herewith.
(b) Financial Statement Schedules
None.
ITEM 17 -- 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
Securities 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 the
registration statement (notwithstanding the foregoing, any
II-3
<PAGE> 15
increase or decrease in the 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 and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC 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; and
(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 the undertakings set forth in subparagraphs (i) and (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 with or furnished to the SEC by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
registration statement;
(2) That, for the purpose of determining any liability under the Securities
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; and
(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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
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 the in the opinion of the SEC 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 against the registrant by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of their 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.
The undersigned registrant further hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
II-4
<PAGE> 16
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-5
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Barrington, State of Illinois, on September 19,
2000.
CLARK/BARDES HOLDINGS, INC.
By: /s/ W.T. WAMBERG
------------------------
W.T. Wamberg
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Clark/Bardes Holdings hereby
constitute and appoint W.T. Wamberg and Thomas M. Pyra, with full power to act
and with full power of substitution and resubstitution, our true and lawful
attorney-in-fact and agent with full power to execute in our name and behalf in
the capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement and to file
the same, with all exhibits and other documents relating thereto and any
registration statement relating to any offering made pursuant to this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act with the Securities and Exchange Commission and
hereby ratify and confirm all that such attorney-in-fact or his substitute shall
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated below:
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ W.T. WAMBERG Chief Executive Officer, September 19, 2000
------------------------------------------- Chairman of the Board and Director
W.T. Wamberg (principal executive officer)
/s/ THOMAS M. PYRA Vice President, Chief Financial September 19, 2000
------------------------------------------- Officer and Chief Operating Officer
Thomas M. Pyra (principal financial officer and
principal accounting officer)
/s/ MELVIN G. TODD Director September 19, 2000
-------------------------------------------
Melvin G. Todd
/s/ L. WILLIAM SEIDMAN Director September 19, 2000
-------------------------------------------
L. William Seidman
/s/ RANDOLPH A. POHLMAN Director September 19, 2000
-------------------------------------------
Randolph A. Pohlman
</TABLE>
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ GEORGE D. DALTON Director September 19, 2000
-------------------------------------------
George D. Dalton
/s/ STEVEN F. PIAKER Director September 19, 2000
-------------------------------------------
Steven F. Piaker
</TABLE>
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
2.1 -- Reorganization Agreement, by and among Clark/Bardes, Inc.,
Clark/Bardes, Inc. and the Predecessor Company
(Incorporated herein by reference to Exhibit 2.1 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
2.2 -- Letter of Intent, dated May 29, 1998, from Clark/Bardes,
Inc. and the Schoenke Companies (Incorporated herein by
reference to Exhibit 2.2 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
2.3 -- Asset Purchase Agreement, dated September 5, 1997, among
Clark/Bardes, Inc., Bank Compensation Strategies, Inc., et
al. (Incorporated herein by reference to Exhibit 2.3 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
2.4 -- Letter of Understanding, dated October 1, 1998, by and
between Clark/Bardes Holdings, Inc and the Wiedemann &
Johnson Company (Incorporated herein by reference to
Exhibit 10 of Clark/Bardes' Quarterly Report on Form 10-Q,
File No. 000-24769, filed with the SEC on November 16,
1998).
2.5 -- Asset Purchase Agreement, dated September 18, 1998, with
Schoenke & Associates Corporation, Schoenke & Associates
Securities Corporation and Raymond F. Schoenke, Jr.
(Incorporated herein by reference to Exhibit 2.2 of
Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on October 2, 1998).
2.6 -- Asset Purchase Agreement, dated November 16, 1998, by and
among Clark/Bardes, Inc., Clark/Bardes, Inc., Wiedemann &
Johnson Company, Bruce Hlavacek and Jennie Hlavacek
(Incorporated herein by reference to Exhibit 2.6 of
Clark/Bardes' Annual Report on Form 10-K, File No.
000-24769, filed with the SEC on March 31, 1999).
2.7 -- Asset Purchase Agreement, dated April l5, 1999, by and
among Clark/Bardes, Inc., Clark/Bardes Holdings, Inc.,
Phynque, Inc., d/b/a Management Compensation
Group/HealthCare, and certain shareholders of Phynque,
Inc., d/b/a Management Compensation Group/HealthCare
(Incorporated herein by reference to Exhibit 2.1 of
Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on April 20, 1999).
2.8 -- Agreement and Plan of Reorganization, dated May 18, 1999,
by and among Clark/Bardes Holdings, Inc., NICB Agency,
Inc., and David Shuster, Lynn High, Kathy Smith, and Kelly
Earls (Incorporated herein by reference to Exhibit 2.8 of
Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999).
2.9 -- Asset and Stock Purchase Agreement, dated September 1,
1999, by and among Clark/Bardes, Inc. and The Wamberg
Organization, Inc. and W.T. Wamberg (Incorporated herein by
reference to Exhibit 2.1 of Clark/Bardes' Current Report on
Form 8-K, File No. 000-24769, filed with the SEC on
September 16, 1999).
2.10 -- Stock Purchase Agreement, dated as of June 21, 2000, by and
among Clark/Bardes, Inc., Clark/Bardes Holdings, Inc.,
Pearl Meyer, Diane D. Posnak, Steven E. Hall, Rhoda G.
Edelman, Claude E. Johnston, and David N. Swiford
(Incorporated herein by reference to Exhibit 99.1 of
Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on July 5, 2000).
</TABLE>
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 -- Certificate of Incorporation of Clark/Bardes, Inc.
(Incorporated herein by reference to Exhibit 3.1 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799, filed with the SEC on July 12, 1998).
3.2 -- Bylaws of Clark/Bardes, Inc. (Incorporated herein by
reference to Exhibit 3.2 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799, filed with the
SEC on July 12, 1998).
3.3 -- Certificate of Amendment (Incorporated herein by reference
to Exhibit 3.3 of Clark/Bardes' Registration Statement on
Form S-1, File No. 333-56799).
3.4 -- Certificate of Designation (Incorporated herein by
reference to Exhibit 3.4 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
3.5 -- Certificate of Merger of NICB Agency, Inc. and Clark/Bardes
Holdings, Inc (Incorporated herein by reference to Exhibit
3.5 of Clark/Bardes' Quarterly Report on Form 10-Q, File
No. 000-24769, filed with the SEC on August 16, 1999).
4.1 -- Specimen Certificate for shares of Common Stock, par value
$.01 per share, of Clark/Bardes Holdings, Inc.
(Incorporated herein by reference to Exhibit 4.1 of
Clark/Bardes' Amendment No. 1 to the Registration Statement
on Form S-1, File No. 333-56799, filed with the SEC on July
27, 1998).
4.2 -- Rights Agreement, dated as of July 10, 1998, by and between
Clark/Bardes, Inc. and The Bank of New York (Incorporated
herein by reference to Exhibit 4.4 of Clark/Bardes'
Quarterly Report on Form 10-Q, File No. 000-24769, filed
with the SEC on November 16, 1998).
*5 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*23.1 -- Consent of Cornick Garber & Sandler, LLP.
*23.2 -- Consent of Lurie, Besikof, Lapidus & Co., LLP.
*23.3 -- Consent of Blackman Kallick Bartelstein, LLP.
*23.4 -- Consent of Ernst & Young LLP.
*23.5 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in its opinion filed as Exhibit 5 hereto).
*24 -- Power of Attorney (included on signature page of the
Registration Statement as initially filed).
</TABLE>
-----------
*Filed herewith
