As filed with the Securities and Exchange Commission on July 29, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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The Alpine Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-1620387
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1790 Broadway
New York, New York 10019
(Address of principal executive offices)
(Zip Code)
The Alpine Group, Inc. 1997 Stock Option Plan
(Full title of the Plan)
(212) 757-3333
(Registrant's telephone number, including area code)
Stewart H. Wahrsager, Esq.
The Alpine Group, Inc.
1790 Broadway
New York, New York 10019
(212) 757-3333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title Of Securities Amount Proposed Proposed Amount Of
To Be Registered To Be Maximum Maximum Registration
Registered (1) Offering Aggregate Fee
Price Per Offering
Share (2) Price (2)
<S> <C> <C> <C> <C>
Common Stock, par 1,500,000 $18.75 $28,125,000 $8,297
value $.10 per share shares
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</TABLE>
(1) The maximum number of shares which may be issued pursuant to The Alpine
Group, Inc. 1997 Stock Option Plan covered by this Registration Statement (the
"1997 Plan"). Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), there are also being registered such additional
indeterminate number of shares as may be required to cover possible adjustments
under the 1997 Plan as a result of the adjustment provisions therein.
(2) Estimated solely for the purpose of calculating the fee pursuant to Rule
457(h) and 457(c) under the Securities Act, based on the average of the high and
low prices of the Registrant's common stock, par value $.10 per share (the
"Common Stock"), reported on the New York Stock Exchange on July 27, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by The Alpine Group, Inc., a Delaware corporation
(the "Company" or the "Registrant"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1998.
(2) The description of the Common Stock contained in the Company's
registration statement on Form 8-A, as filed with the Commission on September
24, 1986, including any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
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. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers 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, if such directors or officers 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
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incurred by directors and officers 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 interest 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
officers or directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a corporation may eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
The Company's Certificate of Incorporation eliminates the liability of
directors to stockholders of the Company for monetary damages arising out of the
directors' breach of their fiduciary duty of care. The Company's By-Laws
authorize the Company to indemnify its directors, officers, incorporators,
employees and agents with respect to certain costs, expenses and amounts
incurred in connection with an action, suit or proceeding by reason of the fact
that any such person was serving as a director, officer, incorporator, employee
or agent of the Company. In addition, the Company's By-Laws permit the Company
to provide additional indemnification rights to its officers and directors and
to indemnify them to the greatest extent possible under the General Corporation
Law of the State of Delaware.
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company maintains a standard form of directors' and officers'
liability insurance policy which provides coverage to the directors and officers
of the Company for certain liabilities, including certain liabilities which may
arise out of this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3(a) to the Annual Report on
Form 10-K of the Company for the fiscal year ended April 30,
1995 (the "1995 10-K") and Exhibit 3(aa) of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-53434) of the Company, as filed with the
Commission on May 12, 1993).
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4.2 By-Laws of the Company (incorporated herein by reference to
Exhibit 3(g) to the 1995 10-K).
4.3 The Alpine Group, Inc. 1997 Stock Option Plan (incorporated
herein by reference to Exhibit 10(tt) to the Annual Report on
Form 10-K of the Company for the fiscal year ended April 30,
1998).
5* Opinion of Proskauer Rose LLP.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Proskauer Rose LLP (included in Exhibit 5).
24* Powers of Attorney (included on signature page).
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* Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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
increase or decrease in 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 end 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
a 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 in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
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to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
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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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-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 July 29, 1998.
The Alpine Group, Inc.
By:/s/ Steven S. Elbaum
Steven S. Elbaum
Chairman of the Board and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Steven S. Elbaum, Bragi
F. Schut, David S. Aldridge, Stewart H. Wahrsager or any of them, as his true
and lawful attorney-in-fact and agent, with full power of substitution, to sign
on his behalf individually and in any and all capacities (until revoked in
writing), any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same with all exhibits
thereto and all other documents in connection therewith with the Securities and
Exchange Commission, granting to such attorneys-in-fact and agents, and each of
them, full power and authority to do all such other acts and things requisite or
necessary to be done, and to execute all such other documents as they, or any of
them, may deem necessary or desirable in connection with the foregoing, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, may 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 below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ Steven S. Elbaum Chairman of the Board and July 29, 1998
Steven S. Elbaum Chief Executive Officer
(principal executive officer)
/s/ David S. Aldridge Chief Financial Officer, Senior July 29, 1998
David S. Aldridge Vice President and Treasurer
(principal financial and accounting
officer)
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/s/ Bragi F. Schut Executive Vice President, July 29, 1998
Bragi F. Schut Assistant Secretary and
Director
/s/ Kenneth G. Byers, Jr. Director July 29, 1998
Kenneth G. Byers, Jr.
/s/ Randolph Harrison Director July 29, 1998
Randolph Harrison
/s/ John C. Jansing Director July 29, 1998
John C. Jansing
/s/ Ernest C. Janson, Jr. Director July 29, 1998
Ernest C. Janson, Jr.
/s/ James R. Kanely Director July 29, 1998
James R. Kanely
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EXHIBIT INDEX
4.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3(a) to the Annual Report on
Form 10-K of the Company for the fiscal year ended April 30,
1995 (the "1995 10-K") and Exhibit 3(aa) of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-53434) of the Company, as filed with the
Commission on May 12, 1993).
4.2 By-Laws of the Company (incorporated herein by reference to
Exhibit 3(g) to the 1995 10-K).
4.3 The Alpine Group, Inc. 1997 Stock Option Plan (incorporated
herein by reference to Exhibit 10(tt) to the Annual Report on
Form 10-K of the Company for the fiscal year ended April 30,
1998).
5* Opinion of Proskauer Rose LLP.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Proskauer Rose LLP (included in Exhibit 5).
24* Powers of Attorney (included on signature page).
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* Filed herewith.
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EXHIBIT 5
July 29, 1998
The Board of Directors
The Alpine Group, Inc.
1790 Broadway
New York, New York 10019
Dear Sirs:
We are acting as counsel to The Alpine Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of 1,500,000 shares (the
"Shares") of the Company's common stock, par value $.10 per share (the "Common
Stock"), issuable by the Company pursuant to The Alpine Group, Inc. 1997 Stock
Option Plan (the "1997 Plan").
As such counsel, we have participated in the preparation of the
Registration Statement and have reviewed the corporate minutes relating to the
issuance of the Shares pursuant to the 1997 Plan and have also examined and
relied upon originals or copies, certified or otherwise authenticated to our
satisfaction, of all such corporate records, documents, agreements and
instruments relating to the Company and certificates of public officials and of
representatives of the Company.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized and, upon exercise of the options in
accordance with the terms of the 1997 Plan against payment of the
exercise price therefor, and upon compliance with applicable securities
laws, will be, assuming no change in the applicable law or pertinent
facts, validly issued, fully paid and non-assessable.
The foregoing opinion relates only to matters of the General
Corporation Law of the State of Delaware and does not purport to express any
opinion on the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
Proskauer Rose LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 10, 1998 included in The Alpine Group, Inc.'s
Annual Report on Form 10-K for the year ended April 30, 1998 into this
Registration Statement on Form S-8 of The Alpine Group, Inc. related to The
Alpine Group, Inc. 1997 Stock Option Plan and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 24, 1998
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