As filed with the Securities and Exchange Commission on February 12, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN LIST CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
11-2050322
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(I.R.S. employer identification no.)
330 OLD COUNTRY ROAD, MINEOLA, NEW YORK 11501
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(Address of principal executive offices) (Zip code)
1992 STOCK OPTION PLAN
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(Full title of the plan)
Martin Lerner, President
American List Corporation
330 Old Country Road
MINEOLA, NEW YORK 11501
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(Name and address of agent for service)
(516) 248-6100
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(Telephone number, including area code, of agent for service)
Copy to:
Fran M. Stoller, Esq.
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017
CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- --------------------------- ----------------- ----------------- ----------------- -------------
Common Stock,
$.01 par value 225,000 $30.19 $6,792,750 $2,342
</TABLE>
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undeterminable number of shares of Common Stock
is being registered to cover any adjustment in the number of shares of
Common Stock pursuant to the anti-dilution provisions of the 1994 Stock
Option Plan.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee. The price shown is the average of the
high and low sale prices of the Common Stock on February 6, 1996 as
reported by the American Stock Exchange.
<PAGE>
PART I
The contents of the registrant's Registration Statement on Form S-8
(file no. 33-71448) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
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5 Opinion of Bachner, Tally, Polevoy & Misher LLP
with respect to the legality of the Common Stock
to be registered hereunder
24(a) Consent of Grant Thornton LLP
24(b) Consent of Bachner, Tally, Polevoy & Misher LLP
(contained in Exhibit 5)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mineola, State of New York, on the 8th day of
February 1996.
AMERICAN LIST CORPORATION
By: /S/ MARTIN LERNER
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Martin Lerner, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1934,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/S/ MARTIN LERNER Chief Executive Officer, President February 8, 1996
- ----------------- and Director (Principal Executive
Martin Lerner Officer and Principal Financial
and Accounting Officer)
/S/ JAN STUMACHER Vice-Chairman of the Board, February 8, 1996
- ----------------- Executive Vice-President and
Jan Stumacher Chief Operating Officer
/S/ J. MORTON DAVIS Director February 8, 1996
- -------------------
J. Morton Davis
/S/ KENTON WOOD Director February 8, 1996
- ---------------
Kenton Wood
/S/ BEN ERMINI Director February 8, 1996
- --------------
Ben Ermini
/S/ PHILIP LUBITZ Director February 8, 1996
- -----------------
Philip Lubitz
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------- -------------
5 Opinion of Bachner, Tally, Polevoy & Misher 5
LLP, with respect to the legality of the
Common Stock to be registered hereunder
24(a) Consent of Grant Thornton LLP 7
24(b) Consent of Bachner, Tally, Polevoy & Misher 5
LLP (contained in Exhibit 5)
EXHIBIT 5
February 8, 1996
American List Corporation
330 Old Country Road
Mineola, New York 11501
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have served as your counsel in connection with the
preparation of your Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
representing the offering and issuance to certain persons under the 1992 Stock
Option Plan (the "Plan") of an aggregate of 225,000 shares of your Common Stock,
$.01 par value (the "Common Stock").
We have examined such corporate records, documents and matters
of law as we have considered appropriate for the purposes of this opinion.
Based upon such examination and our participation in the
preparation of the Registration Statement, is it our opinion that the Common
Stock, when issued in the manner described in the Plan will be validly issued,
fully paid and non-assessable.
We consent to the reference made to our firm in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BACHNER, TALLY, POLEVOY
& MISHER LLP
EXHIBIT 24(A)
CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
We have issued our report dated April 10, 1995 accompanying the
consolidated financial statements of American List Corporation and subsidiary
appearing in the 1995 Annual Report of the Company on Form 10-KSB for the year
ended February 28, 1995 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement on Form S-8 of the aforementioned report.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Melville, New York
February 8, 1996
