<PAGE> 1
As filed with the Securities and Exchange Commission on April 19, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TIGERA GROUP, INC.
(Exact name of Registrant as specified in its charter)
----------------------
DELAWARE 94-2691724
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
667 MADISON AVENUE, NEW YORK, NEW YORK 10021
(Address of Principal Executive Offices) (Zip Code)
NON-PLAN WARRANTS
(Full title of the plan)
ROBERT E. KELLY
TIGERA GROUP, INC.
645 MADISON AVENUE
NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 644-5450
(Telephone number, including area code, of agent for service)
Copy to:
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,130,000 shares $1.02 $2,173,518.75 $749.49
$.01 per share
==============================================================================================================================
</TABLE>
- ----------------------
(1) The shares of Common Stock being registered hereunder are reserved for
issuance pursuant to Warrant Agreements by and between the Registrant
and each of James S. Campbell, Joseph M. Gerard, Donald T. Pascal,
Deborah A. Farrington, Julien H. Meyer III, Francis G. Hayes, A. Clinton
Allen, Clarke H. Bailey, Ramon Ardizzone, Albert M. Zlotnick, Herbert M.
Friedman, Michael S. Berlin, Philip R. Hankin, Irving I. Lassoff, James
A. Martin III, Daniel A. Rivetti and Charles J. Di Bona II
(collectively, the "Option Agreements"). Pursuant to Rule 416 of the
Securities Act of 1933, as amended, this Registration Statement also
covers such number of additional shares of Common Stock as may become
available for issuance pursuant to the Option Agreements in the event of
certain changes in outstanding shares, including reorganizations,
recapitalizations, stock splits, stock dividends and reverse stock
splits.
(2) Estimated solely for the purpose of calculating the registration fee.
The registration fee has been calculated in accordance with Rule 457(h)
based on an aggregate exercise price of $2,173,518.75, the aggregate
price at which the options may be exercised, which averages $1.02 per
share.
<PAGE> 2
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated into this registration statement by
reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995; and
(b) The description of the Registrant's Common Stock, par value $0.01 per
share, contained in the Registrant's Registration Statement on Form 8-A filed
with the Commission (Reg. No. 0-12113).
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, as amended
(the "Exchange Act"), 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 a part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the securities being offered hereunder has been passed upon
by the law firm of Zimet, Haines, Friedman & Kaplan. Herbert M. Friedman, a
member of such firm, is a director of the Registrant, and owns options to
purchase an aggregate of 25,000 shares of Common Stock of the Registrant.
The financial statements incorporated by reference in this registration
statement have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and is incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
Item 6. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporation Law ("Delaware Law")
permits a provision in the certificate of incorporation of each corporation
organized thereunder, eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its stockholders for
monetary damages for certain breaches of fiduciary duty as a director. The
Restated Certificate of Incorporation of the Registrant eliminates the personal
liability of directors to the fullest extent permitted by Delaware Law.
Section 145 of Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within certain limitations, to indemnify its officers,
directors, employees, and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them in connection with any suit or proceeding other than by or on
behalf of the corporation, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided such
person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery or
the court in which such action or suit was brought approves such indemnification
and determines that such person is fairly and reasonably entitled to be
indemnified. The Registrant's Amended and Restated By-laws provides for the
indemnification of officers, directors, employees and agents to the full extent
permitted by Delaware Law.
The Registrant maintains liability insurance covering its directors,
officers, employees and agents with respect to certain liabilities, not
including liabilities under the Securities Act, which they may incur in
connection with their serving as such directors, officers, employees or agents.
The Registrant has entered into Indemnification Agreements with the
Registrant's directors and executive officers. The indemnification agreements
require, among other things, that the Registrant indemnify its directors and
executive officers against certain liabilities and associated expenses arising
from their service as directors or executive officers of the Registrant and
reimburse certain related legal and other expenses. Although the indemnification
agreements offer coverage similar to the
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<PAGE> 3
provisions in the Registrant's Amended and Restated By-laws, they provide
greater assurance to the directors and executive officers that indemnification
will be available, because, as contracts, they cannot be modified unilaterally
in the future by the Board of Directors or by the stockholders to eliminate the
rights they provide.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
4.1 Form of Warrant Agreement dated as of April 11, 1991, by and
between the Registrant and each of James S. Campbell and Joseph
M. Gerard (incorporated by reference to Exhibit 10.8 filed as
part of the Annual Report on Form 10-KSB for the period ended
December 31, 1995).
4.2 Form of Warrant Agreement dated as of November 15, 1995, by and
between the Registrant and each of Donald T. Pascal and Deborah
A. Farrington (incorporated by reference to Exhibit 10.9 filed
as part of the Annual Report on Form 10-KSB for the period ended
December 31, 1995).
4.3 Form of Warrant Agreement dated as of November 15, 1995, by and
between the Registrant and each of Messrs. Julien H. Meyer III
and Francis G. Hayes (incorporated by reference to Exhibit 10.10
filed as part of the Annual Report on Form 10-KSB for the period
ended December 31, 1995).
4.4 Form of Warrant Agreement dated as of November 15, 1995, by and
between the Registrant and each of A. Clinton Allen and Clarke
H. Bailey (incorporated by reference to Exhibit 10.11 filed as
part of the Annual Report on Form 10-KSB for the period ended
December 31, 1995).
4.5 Form of Warrant Agreement dated as of November 15, 1995, by and
between the Registrant and each of Ramon Ardizzone, Albert M.
Zlotnick and Herbert M. Friedman (incorporated by reference to
Exhibit 10.12 filed as part of the Annual Report on Form 10-KSB
for the period ended December 31, 1995).
4.6 Form of Warrant Agreement dated as of December 26, 1995, by and
between the Registrant and each of Michael S. Berlin, Philip R.
Hankin, Irving I. Lassoff, James A. Martin III and Daniel A.
Rivetti (incorporated by reference to Exhibit 10.13 filed as
part of the Annual Report on Form 10-KSB for the period ended
December 31, 1995).
4.7 Warrant Agreement dated as of March 8, 1996, by and between the
Registrant and Charles J. Di Bona II, filed herewith.
4.8 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 filed as part of the Annual Report on Form 10-K for
the period ended December 31, 1987).
4.9 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 filed as part of the Annual Report on
Form 10-K for the period ended December 31, 1988).
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.
23.1 Consent of BDO Seidman, LLP, filed herewith.
23.2 Consent of counsel, contained in the opinion filed as Exhibit
5.1 hereto.
24.1 Power of Attorney (see page 4 of this Registration Statement).
</TABLE>
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 this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
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<PAGE> 4
(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;
(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 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 to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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, New York, on this 18th day of April,
1996.
TIGERA GROUP, INC.
By: /s/Robert E. Kelly
--------------------------------
Robert E. Kelly
Senior Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Donald T. Pascal and Robert E.
Kelly and each of them, as his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/Donald T. Pascal President and Chief Executive Officer April 18, 1996
- --------------------------------------- and Director (Principal Executive
Donald T. Pascal Officer)
/s/Louis Marx, Jr. Co-Chairman and Director April 18, 1996
- ---------------------------------------
Louis Marx, Jr.
/s/Deborah A. Farrington Co-Chairman and Director April 18, 1996
- ---------------------------------------
Deborah A. Farrington
/s/Robert E. Kelly Senior Vice President, Chief Financial April 18, 1996
- --------------------------------------- Officer and Secretary (Principal
Robert E. Kelly Financial and Accounting Officer)
/s/A. Clinton Allen Director April 18, 1996
- ---------------------------------------
A. Clinton Allen
/s/Ramon Ardizzone Director April 18, 1996
- ---------------------------------------
Ramon Ardizzone
/s/Clarke H. Bailey Director April 18, 1996
- ---------------------------------------
Clarke H. Bailey
/s/Herbert M. Friedman Director April 18, 1996
- ---------------------------------------
Herbert M. Friedman
/s/Michael Weatherly Director April 18, 1996
- ---------------------------------------
Michael Weatherly
/s/Albert M. Zlotnick Director April 18, 1996
- ---------------------------------------
Albert M. Zlotnick
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.7 Warrant Agreement dated as of March 8, 1996 by and between the Registrant and
Charles J. Di Bona II, filed herewith.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.
23.1 Consent of BDO Seidman, LLP, filed herewith.
</TABLE>
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<PAGE> 1
EXHIBIT 4.7
TIGERA GROUP, INC.
Warrant Agreement
--------------------------
Warrant granted as of March 8, 1996 (hereinafter referred to
as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation")
to Charles J. Di Bona II (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein, shall
have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the following:
(A) the Grantee's conviction of, or plea of nolo contendere to, any felony or to
any crime or offense causing harm to the Corporation or any of its Subsidiaries
or affiliates (whether or not for personal gain) or involving acts of moral
turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs during
the performance of his or her duties, (C) malfeasance in the conduct of the
Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform the duties
of his or her employment, (E) material failure by the Grantee to follow or
comply with the reasonable and lawful written directives of the Board of
Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(c) "Committee" shall mean a committee established by the
Board of Directors of the Corporation to administer this Agreement, or in the
absence of such committee, the Board of Directors of the Corporation.
(d) "Fair Market Value" shall mean (i) If the principal
market for the Common Stock (the "Market") is a national securities exchange or
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market, the last sale price or, if no reported sales take
place on the applicable date, the average of the high bid and low asked price of
Common Stock as reported for such Market on such date or, if no such quotation
is made on such date, on the next preceding day on which there were quotations,
provided that such quotations shall have been made within the ten (10) business
days preceding the applicable date; or, (ii) If the Market is the NASDAQ
National
<PAGE> 2
List, the NASDAQ Supplemental List or another market, the average of the high
bid and low asked price for Common Stock on the applicable date, or, if no such
quotations shall have been made on such date, on the next preceding day on which
there were quotations, provided that such quotations shall have been made within
the ten (10) business days preceding the applicable date; or, (iii) In the event
that neither subparagraph (i) nor (ii) shall apply, the Fair Market Value of a
share of Common Stock on any day shall be determined by the Committee.
(e) "Notice" shall have the meaning set forth in Section
4(c) hereof.
(f) "Warrant" shall have the meaning set forth in
Section 2 hereof.
(g) "Warrant Period" shall have the meaning set forth in
Section 4(a) hereof.
(h) "Warrant Price" shall have the meaning set forth in
Section 3 hereof.
(i) "Securities Act" shall mean the Securities Act of
1933, as amended.
(j) "Shares" shall mean shares of the Common Stock, par
value $0.01 per share, of the Corporation.
(k) "Subsidiary" shall mean any direct or indirect
majority-owned subsidiary of the Corporation.
2. THE WARRANT. The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a warrant (the "Warrant") to purchase, on the
terms and conditions herein set forth, up to 250,000 of the Corporation's fully
paid, non-assessable Shares at the warrant exercise price set forth in Section 3
below.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $2.03 per share (the "Warrant Price").
4. EXERCISE OF WARRANT.
(a) Except as otherwise provided in this Warrant Agreement,
the Warrant is exercisable over a period of ten years from the Date of Grant
(the "Warrant Period") in accordance with the following schedule:
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<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO WARRANT PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Warrant. 100%
</TABLE>
The Warrant may be exercised from time to time during the Warrant Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its Subsidiaries.
If the Grantee ceases to perform such services for any such entity for any
reason other than (i) the Grantee's death or disability or (ii) the Grantee's
termination for cause, than this Warrant may be exercised during the period of
ninety (90) days after the date such performance ceases (unless the Committee,
in its discretion, shall specify a longer period), to the extent that (i) the
right to exercise this Warrant has accrued on such date and (ii) the Warrant
Period has not expired. If the Grantee shall die or become disabled within the
meaning of Section 22(e)(3) of the Code while still performing such services for
the Corporation or any of its Subsidiaries, this Warrant shall be exercisable to
the extent that the right to exercise this Warrant has accrued on the date of
the Grantee's death or the date he or she first became disabled, as the case may
be, and may be exercised during the period commencing on the date of the
Grantee's death or the date he or she first becomes disabled, as the case may
be, and ending on the earlier of the first anniversary of such date and the
expiration of the Warrant Period after which period this Warrant shall expire
and shall cease to be exercisable. In the event of the death of the Grantee,
this Warrant may be exercised by the person or persons entitled to do so under
the Grantee's will (a "legatee"), or, if the Grantee shall fail to make
testamentary disposition of this Warrant, or shall die intestate, by the
Grantee's legal representative (a "legal representative"). In the event that the
Grantee's services to the Corporation or any Subsidiary are terminated for
Cause, this Warrant (or any unexercisable portion thereof) shall expire on the
date of such termination and shall cease to be exercisable.
(b) If this Warrant shall extend to 100 or more
Shares, then this Warrant may not be exercised for less than 100 Shares at any
one time, and if this Warrant shall extend to less
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<PAGE> 4
than 100 Shares, then this Warrant must be exercised for all such Shares at one
time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Warrant is to be
exercised, the person entitled to exercise the Warrant shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Warrant,
which Notice shall specify the date for the exercise of the Warrant and the
number of Shares in respect of which the Warrant is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Warrant shall pay to the Corporation the Warrant Price
of the Shares in respect of which the Warrant is exercised and the amount of any
applicable Federal and/or state withholding tax or employment tax. The Warrant
Price shall be paid in full at the time of purchase, (i) in cash or by check
(ii) with shares of the Common Stock of the Corporation which have been owned by
the Grantee for at least six months prior to the exercise of the Warrant or
(iii) if and to the extent the Corporation may lawfully do so, by delivery of a
promissory note for some or all of that portion of the Warrant Price exceeding
the amount determined to be capital pursuant to Section 145 of the Delaware
General Corporation Law, the terms of which note shall be determined by the
Committee. The value of any shares of Common Stock delivered by the Grantee in
payment of the Warrant Price shall be the Fair Market Value of such shares. If
the Warrant is exercised in accordance with the provisions of this Warrant
Agreement, the Corporation shall deliver to such person certificates
representing the number of Shares in respect of which the Warrant is being
exercised which Shares or other securities shall be registered in his or her
name.
(e) This Warrant is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Warrant shall become immediately exercisable at the election of
the Grantee as to all or any part of the Shares not theretofore issued and sold
hereunder. The Corporation shall provide the Grantee with at least 30 days'
notice of the consummation of any of the events referred to in the preceding
sentence, during which period the Grantee may so exercise the Warrant.
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<PAGE> 5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Warrant and, in the event this Warrant is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Warrant or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of
the Shares unless either:
(i) A registration statement covering the Shares which
are to be so offered has been filed with the Securities and
Exchange Commission pursuant to the Securities Act and such
sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are to
be sold, transferred or otherwise disposed of and meeting the
requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders a
reasoned opinion in writing and addressed to the Corporation,
satisfactory in form and substance to the Corporation and its
counsel, that in the opinion of such counsel such proposed sale,
offer, transfer or other disposition of the Shares is exempt
from the provisions of Section 5 of the Securities Act in view
of the circumstances of such proposed offer, sale, transfer or
other disposition.
(c) The Grantee acknowledges that (i) the Shares and
this Warrant constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any obligation
with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Warrant.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the time
of any exercise of this Warrant in form
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<PAGE> 6
and substance similar to the representations contained herein, relating to the
Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, his or her
rights to exercise this Warrant are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Warrant Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF WARRANTS.
(a) If there is any change in the outstanding Shares
by reason of a stock dividend or distribution, stock split-up, recapitalization,
combination or exchange of shares, or by reason of any merger, consolidation,
spinoff or other corporate reorganization in which the Corporation is the
surviving Corporation, the number of Shares issuable upon exercise of this
Warrant and the Warrant Price shall be equitably adjusted by the Committee,
whose determination shall be final, binding and conclusive.
(b) Fractional shares resulting from any adjustment
in warrants pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Warrant shall be
given by the Corporation to the holder of this Warrant and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
8. EXERCISE AND TRANSFERABILITY OF WARRANT. During the lifetime
of the Grantee, this Warrant is exercisable only by him or her and shall not be
assignable or transferable by him or her and no other person shall acquire any
rights therein. If the Grantee, while still employed by the Corporation or any
of its Subsidiaries, shall die within the Warrant Period, his or her legatee or
legal representative shall have the rights provided in Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Warrant
Agreement shall confer upon the Grantee any right to continue in
the employ of the Corporation or shall in any way affect the right
and power of the Corporation to dismiss or otherwise terminate the
employment of the Grantee at any time for any reason with or
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<PAGE> 7
without cause. This Agreement shall be governed and construed in accordance with
the laws of the State of New York applicable to contracts entered into and to be
performed wholly within such state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so confirm
by signing and returning the duplicate of this Warrant Agreement provided for
that purpose.
TIGERA GROUP, INC.
By/s/Robert E. Kelly
------------------------------
Title: Sr. Vice President
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Grant.
/s/Charles J. Di Bona II
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Warrant (the "Warrant") granted to the undersigned on November 15, 1995, and to
pay the purchase price thereof, plus any applicable federal or state withholding
or employment taxes, by means of [the undersigned's check] which the undersigned
is delivering to the Company herewith pursuant to the terms of the Warrant.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
---------------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 5.1
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
April 18, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: Tigera Group, Inc.
Gentlemen:
We have acted as counsel to Tigera Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, of 2,130,000 shares (the "Warrant Shares") of Common
Stock, par value $.01 per share ("Common Stock"), of the Company, issuable upon
exercise of warrants ("Warrants") under certain non-plan warrant agreements (the
"Warrant Agreements").
In connection with this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
Certificate of Incorporation of the Company, the By-Laws of the Company, each as
amended to date, the minutes and other records of the proceedings of the Board
of Directors and of the stockholders of the Company, the Warrant Agreements and
such other documents, corporate and public records, agreements, and certificates
of officers of the Company and of public and other officials, and we have
considered such questions of law, as we have deemed necessary as a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to any facts material to
this opinion, we have relied upon statements and representations of officers and
other representatives of the Company.
<PAGE> 2
-2-
Based on and subject to the foregoing, we hereby advise you
that, in our opinion, the issuance and sale of the Warrant Shares upon exercise
of any Warrants in accordance with the terms and subject to the conditions set
forth in the Warrant Agreements have been duly authorized and, when the
consideration for any such Warrant Shares shall have been received by the
Company and shares are issued pursuant to such Warrants in accordance with the
terms and subject to the conditions set forth in the respective Warrant
Agreements, such shares of Common Stock will be validly issued, fully paid and
nonassessable.
We are lawyers admitted to practice only in the State of New
York. Although none of the members of this firm is admitted to the bar of the
State of Delaware, in rendering this opinion we have considered the General
Corporation Law of such State. Accordingly, the foregoing opinion is limited
solely to the effect of the laws of New York and of the United States of
America, and the General Corporation Law of the State of Delaware.
Please be advised that Herbert M. Friedman, a partner of this
firm, is a director of the Company and holds presently exercisable warrants to
purchase Common Stock.
We hereby consent to the reference to our firm in the
Company's Registration Statement on Form S-8.
Very truly yours,
\s\Zimet, Haines, Friedman & Kaplan
ZIMET, HAINES, FRIEDMAN & KAPLAN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Tigera Group, Inc.
New York, New York
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1996, relating to the
consolidated financial statements of Tigera Group, Inc., appearing in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995.
We also consent to the reference to us under the caption "Interests of Named
Experts and Counsel" in the Registration Statement.
BDO SEIDMAN, LLP
New York, New York
April 17, 1996
