As filed with the Securities and Exchange Commission on January 13, 2000
Registration No. 333-__________
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Marketing Services Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0085608
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(State of Incorporation) (I.R.S. Employer Identification No.)
333 Seventh Avenue
New York, NY 10001
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(Address of Principal Executive (Zip Code)
Offices)
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Warrants to Purchase Common Stock
(Full Title of the Plan)
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J. Jeremy Barbera
Chief Executive Officer
Marketing Services Group, Inc.
333 Seventh Avenue, 20th Floor, New York, New York 10001
(Name and Address of Agent for Service)
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(917) 339-7100
(Telephone Number, Including Area Code, of Agent for Service)
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Please send copies of all communications to:
Alan I. Annex, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, New York, New York 10019-4315
(212) 977-6600
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum Amount of
Securities Amount to be Maximum Aggregate Registration
to be Registered Registered Offering Price Offering Fee
Per Share (1) Price (1)
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Common Stock,
$.01 par value 75,000 shares $2.50 $187,500 $49.50
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Common Stock,
$.01 par value 45,000 shares $3.00 $135,000 $34.70
________________________________________________________________________________
Common Stock,
$.01 par value 30,000 shares $3.50 $105,000 $27.75
________________________________________________________________________________
TOTAL 150,000 shares $427,500 $111.95
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(1) Issuable upon the exercise of warrants purchased by certain directors and
consultants.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), the documents containing the information specified in Part I
of Form S-8 will be sent to Seymour Jones, regarding the shares of common stock
issuable upon exercise of warrants to purchase 25,000 shares of our common
stock, dated August 15, 1996, Elaine Panish, regarding the shares of Common
Stock issuable upon exercise of warrants to purchase 25,000 shares of our common
stock, dated August 15, 1996, to C. Anthony Wainwright, regarding the shares of
Common Stock issuable upon exercise of warrants to purchase 50,000 shares of our
common stock, dated as of August 15, 1996 and to S. James Coppersmith regarding
the shares of our common stock issuable upon exercise of warrants to purchase
50,000 shares of our common stock, dated September 26, 1996. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II hereof, taken together, constitute the Section 10(a)
Prospectus.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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We incorporate by reference the documents listed below and all future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act:
(1) Annual Report on Form 10-K, as amended, for the fiscal year ended June
30, 1999.
(2) Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
(3) Current Reports on Form 8-K, May 13, 1999, as amended, dated July 8,
1999; August 30, 1999; December 20, 1999.
Item 4. Description of Securities.
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Common Stock
Each holder of our common stock is entitled to one vote for each
outstanding share owned by him on every matter properly submitted to the
stockholders for their vote. The shares of our common stock do not have
cumulative voting rights in the election of directors. Stockholders are entitled
to any dividends declared by the board of directors out of any legally available
funds and are entitled to receive on a pro rata basis all our assets available
for distribution to the stockholders in the event of our liquidation,
dissolution or the winding up of our business. Stockholders do not have any
preemptive right to become subscribers or purchasers of additional shares of any
class of our capital stock in any subsequent offering.
Preferred Stock
The preferred stock may be issued in series having such designations,
powers, preferences, rights and limitations on such terms and conditions as the
board of directors may from time to time determine, including the rights, if
any, of the holders of such preferred stock with respect to voting, dividends,
redemption, liquidation and conversion.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Our certificate of incorporation and bylaws provide that we indemnify all
of our directors and officers to the fullest extent permitted by the Nevada
General Corporation Law. Under our certificate of incorporation and bylaws, any
director or officer, who in his capacity as such is made or threatened to be
made, party to any suit or proceeding, shall be indemnified. A director or
officer will be indemnified if it is determined that the director or officer
acted in good faith and in a manner he reasonably believed to be in or not
opposed to our best interests. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
persons controlling us pursuant to the foregoing provision, or otherwise, we
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
We maintain a directors' and officers' liability insurance policy covering
certain liabilities that may be incurred by directors and officer in connection
with the performance of their duties. We pay the entire premium for the
liability insurance.
<PAGE>
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
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5.1 Opinion and Consent of McDonald Carano Wilson McCune
Bergin Frankovich & Hicks LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of McDonald Carano Wilson McCune Bergin
Frankovich & Hicks LLP (included in Exhibit 5.1).
24 Power of Attorney (included on signature page of this
registration statement).
Item 9. Undertakings.
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(a) The undersigned company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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,
represents a fundamental change in the information set
forth in the registration statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by MSGI pursuant to Section 13 or Section 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of MSGI's
annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the company pursuant to any arrangement, provision or otherwise,
MSGI has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by MSGI of expenses
incurred or paid by a director, officer or controlling person of the MSGI
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, MSGI will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, MSGI certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing a registration statement on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on January 13,
2000.
MARKETING SERVICES GROUP, INC.
By: /s/ J. Jeremy Barbera
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J. Jeremy Barbera, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Jeremy Barbera
as his true and lawful attorney-in-fact and agent for him and in his name, place
and stead, in any and all capacities to sign any or all amendments to this
registration statement on Form S-8, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the SEC, granting
unto said attorney-in-fact and agent, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ J. Jeremy Barbera Chief Executive Officer and January 13, 2000
- --------------------- Director
J. Jeremy Barbera
/s/ Alan I. Annex Director January 13, 2000
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Alan I. Annex
/s/ S. James Coppersmith Director January 13, 2000
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S. James Coppersmith
/s/ John T. Gerlach Director January 13, 2000
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John T. Gerlach
/s/ Seymour Jones Director January 13, 2000
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Seymour Jones
/s/ Edward E. Mullen Director January 13, 2000
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Edward E. Mullen
/s/ Michael E. Pralle Director January 13, 2000
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Michael E. Pralle
/s/ C. Anthony Wainwright Director January 13, 2000
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C. Anthony Wainwright
/s/ Cindy H. Hill Chief Financial Officer January 13, 2000
- ----------------- And Principle Accounting
Cindy H. Hill Officer
Exhibit 5.1
Opinion and Consent of McDonald Carano
Wilson McCune Bergin Frankovich & Hicks LLP.
January 13, 2000
Board of Directors
Marketing Services Group, Inc.
333 Seventh Avenue
New York, New York 10001
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(No. 333-______) filed by Marketing Services Group, Inc. (the "Company") with
the Securities and Exchange Commission on January 13, 2000, (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 150,000 shares of the $.01 par value common stock of the
Company (the "Shares") which may be acquired by certain affiliates of the
Company through the exercise of warrants. In our capacity as your counsel on
matters of Nevada law, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization, issuance, and
sale of the Shares.
It is our opinion that the Shares have been duly authorized and, when
issued and delivered in the manner referred to in the Registration Statement,
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, including the prospectus constituting a part thereof, and any
amendments thereto.
Sincerely,
McDONALD CARANO WILSON McCUNE
BERGIN FRANKOVICH & HICKS LLP
By_________________________
A Partner
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 24, 1999 relating to the
financial statements and financial statement schedule of Marketing Services
Group, Inc., which appears in Marketing Services Group, Inc.'s Annual Report on
Form 10-K for the year ended June 30, 1999. We also consent to the incorporation
by reference in such Registration Statement of our report dated July 22, 1999,
relating to the financial statements of CMG Direct Corporation which appears in
Marketing Services Group Inc.'s Current Reports on Form 8-K/A dated May 13,
1999.
/s/PricewaterhouseCoopers
New York, New York -------------------------
January 13, 2000
