Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
LEISURE CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
New York 13-2691380
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
1414 Avenue of the Americas, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
1994 Stock Option Plan
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach
One Pennsylvania Plaza
New York, New York 10119/0165
(Name and address of agent for service)
(212) 594-5300
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes
Effective.
Page 1 of 7 Pages
Exhibit Index Begins on Page
(Facing Page Continued on the Following Page)
<PAGE>
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- -----------------------------------------------------------------------------
Common Shares, 400,000 $3.5625 (2) $1,425,000 $491.38
par value $.01 shares
per share
- -------------
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Based upon the average of the high and low prices of the
Common Shares on the National Association of Securities
Dealers Automated Quotation Systems, Inc. on April 5, 1995
of $3.5625 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional indeterminate
number of shares as may become issuable pursuant to anti-dilution and
adjustment provisions of any options to purchase shares registered
hereby.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No.
0-7843) pursuant to the Securities Exchange Act of 1934 are incorporated by
reference into this Registration Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Sections 721 through 726 inclusive of the Business Corporation Law
of New York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Company's Certificate of Incorporation requires the Company to indemnify its
officers, directors and employees to the fullest extent permitted by law,
including full or partial indemnification for any judgment, settlement or
related expense. In addition, advances of expenses to officers and directors
are permitted upon an undertaking by the person to be indemnified to repay all
such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Company's Certificate of
Incorporation applies to all actions and proceedings including those brought
by or in the right of the Company. Directors and officers remain liable for
acts and omissions not in good faith or which involve intentional misconduct
and transactions from which such officer or director derives improper personal
benefit. In March 1995, the Company purchased an aggregate of $5,000,000 of
insurance from National Union Fire Insurance Company of
II-1
<PAGE>
Pittsburgh for indemnification of all of its directors and officers at a cost
of $45,000.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
10 1994 Stock Option Plan -- incorporated by
reference to the Registrant's 1994 Proxy
Statement (File No. 0-7843).
23 Consent of Deloitte & Touche.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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 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; 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
paragraphs (a)(1)(i) and (a)(i)(ii) do not apply to information
required to be included in a post-effective amendment by those
paragraphs which are contained in periodic reports filed by the
undersigned Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement;
(b) 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;
(c) 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.
II-2
<PAGE>
(2) 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 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.
II-3
<PAGE>
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 this 7th day of April, 1995.
LEISURE CONCEPTS, INC.
By /s/
-------------------------------
Alfred R. Kahn
Chairman of the Board
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.
Date: April 7, 1995 /s/
-------------------------------
Alfred R. Kahn,
Chairman of the Board,
Chief Executive Officer
and Director
Date: April 7, 1995 /s/
--------------------------------
Randy O. Rissman,
Director
Date: April 7, 1995 /s/
--------------------------------
Gerald Rissman,
Director
Date: April 7, 1995 /s/
---------------------------------
Joseph P. Garrity,
Executive Vice President, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
II-4
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Leisure Concepts, Inc. on Form S-8 of our report dated March 20, 1995,
appearing in the Annual Report on Form 10-K of Leisure Concepts, Inc. for the
year ended December 31, 1994.
Deloitte & Touche LLP
New York, New York
April 7, 1995
