<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999
REGISTRATION STATEMENT NO. 333-75301
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
STRIDE & ASSOCIATES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7361 13-3789932
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
222 BERKELEY STREET, SUITE 1620
BOSTON, MASSACHUSETTS 02116
(617) 536-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
MICHAEL C. ROBICHAUD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STRIDE & ASSOCIATES, INC.
222 BERKELEY STREET, SUITE 1620
BOSTON, MASSACHUSETTS 02116
(617) 536-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
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<S> <C>
JOHN J. EGAN III, P.C. PHILIP P. ROSSETTI, ESQ.
KATHLEEN R. BROWNE, ESQ. JOSEPH E. MULLANEY III, ESQ.
GOODWIN, PROCTER & HOAR LLP HALE AND DORR LLP
EXCHANGE PLACE 60 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881 BOSTON, MASSACHUSETTS 02109
(617) 570-1000 (617) 526-6000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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<PAGE>
This Amendment No. 6 to Stride & Associates, Inc.'s Registration Statement on
Form S-1 is being filed solely for the purpose of filing certain exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
The following table sets forth the estimated expenses payable by us in
connection with this offering (excluding underwriting discounts and
commissions):
<TABLE>
<CAPTION>
NATURE OF EXPENSE AMOUNT
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<S> <C>
SEC Registration Fee................................................................................ $ 18,079.04
NASD Filing Fee..................................................................................... 7,004
Nasdaq National Market Listing Fee.................................................................. 75,625
Accounting Fees and Expenses........................................................................ *
Legal Fees and Expenses............................................................................. *
Printing Expenses................................................................................... 100,000
Blue Sky Qualification Fees and Expenses............................................................ 10,000
Transfer Agent's Fee................................................................................ *
Miscellaneous....................................................................................... *
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Total........................................................................................... $ 950,000
</TABLE>
The amounts set forth above, except for the Securities and Exchange
Commission, National Association of Securities Dealers, Inc. and Nasdaq National
Market fees, are in each case estimated.
- --------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Section 145 of the Delaware General Corporation Law,
Article VIII of our first amended and restated certificate of incorporation
provides that no director of Stride be personally liable to Stride, its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to
Stride or its stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) in respect of
unlawful dividend payments or stock redemptions or repurchases, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, the first amended and restated certificate of incorporation provides
that if the Delaware General Corporation Law is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Article V of our amended and restated by-laws provides for indemnification
by Stride of its 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 the registrant 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 Stride, and, with respect to criminal actions or proceedings, if
such person had no reasonable cause to believe his or her conduct was unlawful.
Under Section 7 of the underwriting agreement filed as Exhibit 1.1 hereto,
the underwriters have agreed to indemnify, under certain conditions, Stride, its
directors, certain officers and persons who control Stride within the meaning of
the Securities Act against certain liabilities.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth in chronological order below is information regarding the number
of shares of capital stock issued by the Registrant during the past three years.
Further included is the consideration, if any, received by the Registrant for
such shares, and information relating to the section of the Securities Act or
rule of the Securities and Exchange Commission under which exemption from
registration was claimed.
(1) In June 1998, pursuant to a Securities Purchase and Redemption
Agreement, the Registrant sold an aggregate of 24,802.5 shares of the
Registrant's Series A Convertible Preferred Stock and warrants to
purchase an aggregate of 762,505 shares of common stock for an aggregate
purchase price of $24,802,500 and 1,237,505 shares of the Registrant's
common stock for an aggregate purchase price of $5,197,500 to Summit
Ventures IV, L.P., Summit Subordinated Debt Fund II, L.P., Summit V
Ventures, L.P., Summit V Advisors Fund, L.P., Summit Advisors V (QP),
L.P. and Summit Investors III, L.P., in reliance upon the exemption from
registration under Regulation D of the Securities Act.
(2) In June 1998, pursuant to Restricted Stock Award Agreements, the
Registrant issued an aggregate of 290,710 shares of restricted common
stock to seven employees in reliance upon the exemption from registration
under Rule 701 promulgated under the Securities Act.
(3) In June 1998, pursuant to Non-Qualified Stock Option Agreements, the
Registrant granted options to purchase up to an aggregate of 232,560
shares of common stock to four directors in reliance upon the exemption
from registration under Rule 701 promulgated under the Securities Act.
(4) In June 1998, pursuant to a Restricted Stock Award Agreement, the
Registrant sold an aggregate of 11,628 shares of restricted common stock
for an aggregate purchase price of $160,001 to the Registrant's Chief
Financial Officer in reliance upon the exemption from registration under
Rule 701 promulgated under the Securities Act.
(5) In July 1998, pursuant to a Non-Qualified Stock Option Agreement, the
Registrant granted options to purchase up to an aggregate of 46,512
shares of common stock to the Registrant's Chief Financial Officer in
reliance upon the exemption from registration under Rule 701 promulgated
under the Securities Act.
(6) In August 1998, pursuant to a Non-Qualified Stock Option Agreement, the
Registrant granted options to purchase up to an aggregate of 14,535
shares of common stock to one director in reliance on the exemption from
registration under Rule 701 promulgated under the Securities Act.
(7) In April 1999, pursuant to Non-Qualified Stock Option Agreements, the
Registrant granted options to purchase up to an aggregate of 45,883
shares of common stock to one director and the Registrant's Chief
Financial Officer in reliance on the exemption from registration under
Rule 701 promulgated under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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<C> <C> <S>
+ 1.1 Form of Underwriting Agreement.
+ 2.1 Securities Purchase and Redemption Agreement, dated as of June 4, 1998, by and
among the Registrant, the Principal Stockholders and the Purchasers named
therein (excluding schedules, which the Registrant agrees to furnish
supplementally to the Commission upon request).
+ 3.1 Second Amended and Restated Certificate of Incorporation of the Registrant.
</TABLE>
II-2
<PAGE>
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<C> <C> <S>
+ 3.2 Form of Third Amended and Restated Certificate of Incorporation of the
Registrant (to be effective upon consummation of this offering).
+ 3.3 By-laws of the Registrant.
+ 3.4 Form of Amended and Restated By-laws of the Registrant (to be effective upon
consummation of this offering)
+ 4.1 Specimen certificate for shares of common stock, $.01 par value, of the
Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the validity of the securities
being offered.
+ 10.1 Shareholders' Agreement, dated June 4, 1998, between the Registrant and the
Shareholders named therein.
+ 10.2 Registration Rights Agreement, dated June 4, 1998, between the Registrant and
the Shareholders named therein.
+ 10.3 Warrant Agreement, dated June 4, 1998, between the Registrant and the Purchasers
named therein.
+ 10.4 Second Amendment and Restatement of the 1998 Stock Option and Grant Plan of the
Registrant.
+ 10.5 Form of standard Non-Qualified Stock Option Agreement.
+ 10.6 Form of standard Restricted Stock Award Agreement.
+ 10.7 Form of Non-Qualified Stock Option Agreement issued to Rachel C. Burnett, John
J. Devine, Alan P. Matthews and Michael C. Robichaud on June 4, 1998.
+ 10.8 Form of Amended and Restated Restricted Stock Award Agreement between the
Registrant and Glen P. Froio, Bethann G. Gilfeather and other senior level
employees entered into on November 16, 1998.
+ 10.9 Form of Non-Solicitation, Non-Competition and Non-Disclosure Agreement, dated
June 4, 1998, between the Registrant and Michael C. Robichaud, Rachel C.
Burnett, John J. Devine, and Alan P. Matthews entered into on June 4, 1998.
+ 10.10 Amended and Restated Employment Agreement, dated March 19, 1999, between the
Registrant and Michael C. Robichaud.
+ 10.11 Promissory Note, dated July 14, 1998, from Anthony J.M. Groves in favor of the
Registrant.
+ 10.12 Subordinated Debenture D-1 Due August 4, 2003 of the Registrant.
+ 10.13 Subordinated Debenture D-2 Due August 4, 2003 of the Registrant.
+ 10.14 Revolving Credit and Term Loan Agreement, dated as of June 4, 1998, among the
Registrant, BankBoston, N.A. and other lending institutions named therein.
+ 10.15 First Amendment to Revolving Credit and Term Loan Agreement, dated as of August
10, 1998, among the Registrant, BankBoston, N.A. and the other lending
institutions named therein.
+ 10.16 Second Amendment to Revolving Credit and Term Loan Agreement, dated as of
December 31, 1998, among the Registrant, BankBoston, N.A. and the other lending
institutions named therein.
+ 10.17 Third Amendment to Revolving Credit and Term Loan Agreement, dated as of March
16, 1999, among the Registrant, BankBoston, N.A. and the other lending
institutions named therein.
+ 10.18 Subordination and Intercreditor Agreement, dated as of June 4, 1998, among
BankBoston, N.A., Summit Investors III, L.P., Summit Subordinated Debt Fund II,
L.P. and the Registrant.
+ 10.19 Security Agreement, dated as of June 4, 1998, between the Registrant and
BankBoston, N.A.
+ 10.20 Interest Rate Collar Transaction Letter Agreement, dated July 31, 1998, between
the registrant and BankBoston, N.A.
</TABLE>
II-3
<PAGE>
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<C> <C> <S>
+ 10.21 Fourth Amendment to Revolving Credit and Term Loan Agreement, dated as of June
1, 1999, among Registrant, BankBoston, N.A. and the other lending institutions
named therein.
+ 11.1 Computation of income per common share.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
+ 23.2 Consent of Deloitte & Touche LLP.
+ 24.1 Powers of Attorney (included on page II-5).
+ 27.1 Financial Data Schedule.
</TABLE>
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* To be filed by amendment to this Registration Statement.
+ Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because they are not required or because the
required information is given in our Financial Statements or Notes to those
statements.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a 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.
(2) For the purpose of determining any liability under the Securities Act of
1933, 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 6 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on June 14, 1999.
STRIDE & ASSOCIATES, INC.
BY: /S/ MICHAEL C. ROBICHAUD
----------------------------------------
Michael C. Robichaud
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 6 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
President, Chief Executive
/s/ MICHAEL C. ROBICHAUD Officer and Director
- ------------------------------ (Principal Executive June 14, 1999
Michael C. Robichaud Officer)
Chief Financial Officer
* (Principal Financial
- ------------------------------ Officer and Principal June 14, 1999
Anthony J.M. Groves Accounting Officer)
* Director
- ------------------------------ June 14, 1999
Rachel C. Burnett
* Director
- ------------------------------ June 14, 1999
Scott C. Collins
* Director
- ------------------------------ June 14, 1999
John J. Devine
* Director
- ------------------------------ June 14, 1999
Alan P. Matthews
* Director
- ------------------------------ June 14, 1999
James C. New
* Director
- ------------------------------ June 14, 1999
Thomas S. Roberts
</TABLE>
/S/ MICHAEL C. ROBICHAUD
----------------------------------------
Michael C. Robichaud
*By: Attorney-in-Fact
II-5
<PAGE>
June 14, 1999
Stride & Associates, Inc.
222 Berkeley Street, Suite 1620
Boston, MA 02116
Re: Legality of Securities to be Registered Under
Registration Statement on Form S-1
File No. 333-75301
----------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of a
Registration Statement on Form S-1, File No. 333-75301 (the "Registration
Statement"), pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of 3,915,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of Stride & Associates, Inc., a
Delaware corporation (the "Company"), that are being registered by the
Company for its own account.
In connection with rendering this opinion, we have examined the Second
Amended and Restated Certificate of Incorporation of the Company, as amended
and restated to the date hereof and on file with the Delaware Secretary of
State; the By-laws of the Company; such records of the corporate proceedings
of the Company as we deem appropriate for the purposes of this opinion; the
Registration Statement, and all amendments thereto, and the exhibits thereto.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that when and as the
Shares have been issued and paid for pursuant to the Underwriting Agreement,
such Shares will be duly authorized, validly issued and fully paid and
non-assessable.
<PAGE>
Stride & Associates, Inc.
June 14, 1999
Page 3
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of
state laws regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the
caption "Legal Matters" and to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
