<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARKET FACTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2061602
(State of Incorporation) (I.R.S. Employer
Identification Number)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
(Address, including Zip Code, of Registrant's Principal Executive Offices)
Market Facts, Inc. 1996 Stock Plan
(Full Title of the Plan)
Timothy J. Sullivan
Chief Financial Officer
Market Facts, Inc.
3040 West Salt Creek Lane
Arlington Heights, Illinois 60005
(847) 590-7000
(Name, Address, and Telephone Number of Agent For Service)
Copies to:
Janet O. Love, Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
(312) 443-0700
____________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered registered(1)(2) per share offering price registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $22.875(3) $22,875,000(3) $6,932(3)
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the maximum number of shares of Common Stock of the Company that
may be issued hereunder.
(2) Together with an indeterminant number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Company.
(3) Estimated pursuant to Rule 457(c) and (h) of the Securities Act solely for
the purpose of calculating the registration fee and based on the average of
the high and low prices of the Common Stock as reported by the Nasdaq
National Market on October 2, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
3. The Registrant's Current Report on Form 8-K dated July 31, 1997; and
4. The description of the shares of the Registrant's Common Stock, $1.00
par value per share, contained in the Registrant's Form 8-A dated
April 30, 1970, Registration Statement No. M181500, registering such
shares pursuant to Section 12 of the Securities Exchange Act of 1934
including any amendment or report updating such description.
In addition, each document or report subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document or report incorporated into this Registration Statement by reference
shall be deemed to be a part of this Registration Statement from the date of the
filing of such document with the Commission until the information contained
therein is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
subsequently furnished appendix to this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Wesley S. Walton, Secretary of the Company, is a member of Lord, Bissell &
Brook, the law firm that serves as corporate counsel to the Company. As of
September 15, 1997, Mr. Walton beneficially owned 56,000 shares of Common Stock.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Restated Certificate of Incorporation and By-Laws provide
that the Company shall indemnify any director or officer of the Company who is
made or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding to the fullest extent permitted by Delaware General
Corporation Law against expenses (including judgments, fines and certain
settlements) actually and reasonably incurred.
Section 145 of the Delaware General Corporation Law grants companies broad
powers to indemnify its directors and officers against liabilities that they may
incur in such capacities, including liabilities under the Securities Act of
1933, as amended.
The Company entered into Indemnification Agreements with its directors
(collectively, the "Indemnification Agreements"). Pursuant to the
Indemnification Agreements, the Company agreed to indemnify each director
against any and all expenses (including attorneys' fees and disbursements),
judgments, fines, amounts paid in settlement and any other liabilities incurred
by reason of the fact that such person was or is a director, officer, employee
or agent of the Company, to the fullest extent permitted by Delaware General
Corporation Law. In addition, the Company agreed to advance to each director
any and all expenses incurred by him (i) in defending any suit or other
proceeding to which the director is, or is threatened to be made a party due to
the fact that he is or was a director, officer, employee or agent of the Company
or (ii) in prosecuting any suit or other proceeding to enforce his rights under
the Indemnification Agreement. The advancement of expenses will be made within
twenty (20) days after the Company receives a statement reasonably detailing all
expenses and an undertaking by the director or on the director's behalf to repay
such advancement of expenses if it is ultimately determined by a final judicial
decision from which there is no further right to appeal that the director is not
entitled to be indemnified for the expenses under the Indemnification Agreement
or otherwise.
This indemnification and advancement of expenses inures to the benefit of
each director's heirs and legal representatives. In addition, the rights
granted pursuant to the Indemnification Agreements will continue to be valid,
binding and enforceable after the individual has ceased to be a director,
officer, employee or agent of the Company. The Indemnification Agreements do
not limit any rights to which the directors are entitled under Delaware law, the
Company's Certificate of Incorporation Bylaws, or otherwise. The burden of
proof of establishing that any director is not entitled to indemnification
because of a failure to fulfill any legal requirement shall be on the Company.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
See the Index to Exhibits immediately following the signature page.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
II-2
<PAGE>
A. (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 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
(1)(i) and (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 the registrant pursuant to Section 13 or Section 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.
B. 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 (and, where
applicable, each filing of an employment benefit plan's annual report pursuant
to 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.
C. 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
----------
The Registrant. 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 Village of Arlington Heights, State of Illinois, on
October 2, 1997.
MARKET FACTS, INC.
By: /s/ Thomas H. Payne
--------------------
Name: Thomas H. Payne
Its: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Timothy J. Sullivan and Wesley S. Walton
or either of them with power to act without the other, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all subsequent amendments and supplements to this Registration Statement, and
to file the same, or cause to be filed the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that any 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME AND CAPACITY DATE
- ----------------- ----
/s/ Thomas H. Payne October 1, 1997
- --------------------------------------------
Thomas H. Payne, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Timothy J. Sullivan October 2, 1997
- --------------------------------------------
Timothy J. Sullivan, Chief Financial Officer
Senior Vice President, Treasurer, Assistant
Secretary and Director (Principal Financial
Officer)
II-4
<PAGE>
/s/ Anthony J. Solarz October 2, 1997
- -----------------------------------------
Anthony J. Solarz, Controller
(Principal Accounting Officer)
/s/ William W. Boyd October 1, 1997
- -----------------------------------------
William W. Boyd, Director
/s/ Verne B. Churchill October 1, 1997
- -----------------------------------------
Verne B. Churchill, Chairman of the Board
and Director
/s/ Lawrence W. Labash October 2, 1997
- -----------------------------------------
Lawrence W. Labash, Senior Vice President
and Director
/s/ Jeffery A. Oyster October 2, 1997
- -----------------------------------------
Jeffery A. Oyster, Director
/s/ Karen E. Predow October 2, 1997
- -----------------------------------------
Karen E. Predow, Director
/s/ Sanford M. Schwartz October 2, 1997
- -----------------------------------------
Sanford M. Schwartz, Executive Vice
President, President of Market Facts -
New York, Inc. and Director
/s/ Ned L. Sherwood October 2, 1997
- -----------------------------------------
Ned L. Sherwood, Director
/s/ Jack R. Wentworth October 1, 1997
- -----------------------------------------
Jack R. Wentworth, Director
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- --------- -----------
4.1 Article Fourth of the Company's Restated Certificate of
Incorporation (1), as amended (2)
4.2 Rights Agreement dated July 26, 1989 between the
Registrant and First Chicago Trust Company of
New York, as amended (3)
4.3 Certificate of Designation, Preferences and Rights of
Series B Preferred Stock (4)
4.4 Market Facts, Inc. 1996 Stock Plan (5)
5 Opinion of Lord, Bissell & Brook (filed herewith)
23.1 Consent of KPMG Peat Marwick LLP (filed herewith)
23.2 Consent of Lord, Bissell & Brook (included in Exhibit
5 above)
24 Power of Attorney of certain officers and directors of
the Company (included on the signature page)
____________________
(1) Exhibit is incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996.
(2) Exhibit is incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
(3) Exhibit is incorporated by reference to the Registrant's Form 8-A dated July
3, 1996.
(4) Exhibit is incorporated by reference to Exhibit No. 99(c)(4) of the
Registrant's Schedule 13E-4 dated June 11, 1996.
(5) Exhibit is incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996.
II-6
<PAGE>
[LORD, BISSELL & BROOK LETTERHEAD]
EXHIBIT 5
---------
October 7, 1997
Market Facts, Inc.
3040 West Salt Creek Lane
Arlington Heights, IL 60005
Ladies and Gentlemen:
We are acting as counsel to Market Facts, Inc., a Delaware corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), covering
1,000,000 shares of Common Stock of the Company, $1.00 par value per share (the
"Shares") to be issued pursuant to the Market Facts, Inc. 1996 Stock Plan (the
"Plan").
In connection with the offering of the Shares, we have examined:
(i) the Registration Statement including the exhibits thereto;
(ii) the Plan;
(iii) certain resolutions adopted by the Board of Directors of the
Company relating to the authorization, issuance and sale of the
Shares pursuant to the Plan; and
(iv) such other documents as we deem necessary to form the opinions
hereinafter expressed.
As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company. Our opinion assumes that the pertinent
provisions of such blue sky and state securities laws as may be applicable have
been complied with and that the Shares are issued in accordance with the terms
of the Plan.
<PAGE>
Market Facts, Inc.
October 7, 1997
Page 2
Based and relying solely upon the foregoing, we advise you that, in
our opinion, the Shares, or any portion thereof, to the extent such Shares
represent original issuances by the Company when issued pursuant to the Plan
after the Registration Statement has become effective under the Act, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
Lord, Bissell & Brook
/s/ Janet O. Love
By: Janet O. Love
<PAGE>
EXHIBIT 23.1
------------
Consent of KPMG Peat Marwick LLP
The Board of Directors
Market Facts, Inc.
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Market Facts, Inc. of our reports dated February 25, 1997, relating to
the financial statements and schedule of Market Facts, Inc. and subsidiaries as
of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, which reports appear or are incorporated by
reference in the December 31, 1996 annual report on Form 10-K of Market Facts,
Inc. and our report dated June 23, 1997 relating to the financial statements of
BAIGlobal, Inc. as of December 31, 1996 and for the year then ended, which
report appears in the current report on Form 8-K of Market Facts, Inc. dated
July 31, 1997.
KPMG Peat Marwick LLP
Chicago, Illinois
October 3, 1997
