As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HMG WORLDWIDE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3402432
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
475 Tenth Avenue
New York, New York 10018
(Address of principal executive offices)
HMG WORLDWIDE CORPORATION 1994 STOCK OPTION PLAN
(Full title of the Plan)
ROBERT V. CUDDIHY, JR.
Chief Operating Officer
HMG Worldwide Corporation
475 Tenth Avenue
New York, New York 10018
(212) 736-2300
(Name, address and telephone number, including area code, of agent for service)
----------------
with a copy to:
HERBERT F. KOZLOV, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum Amount
to be offering aggregate of
Title of securities to be registe- price offering registration
registered red per share* price* on fee(1)
- ----------------------------------------------------------------------------
Common Stock, par value 500,000 $2.00 $1,000,000 $344.83
$.01 per share . . . . . . shs.
- ----------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).
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<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by HMG Worldwide Corporation (the
"Registrant") with the Securities and Exchange Commission, are incorporated
herein by reference and made a part hereof:
1. Registrant's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1994;
2. Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
3. Registrant's Registration Statement on Form 8-A (File No. 0-
13121) containing a description of Registrant's Common
Stock, par value $.01 per share (the "Common Stock").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common
Stock registered hereby has been sold or which deregisters such Common
Stock 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 (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such 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.
The Common Stock of Registrant is registered under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act").
Item 5. Interests of Named Experts and Counsel.
Not Applicable
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Item 8. Exhibits.
4 HMG Worldwide Corporation 1994 Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as to the
legality of the Common Stock registered hereby
23(a) Consent of Parker Duryee Rosoff & Haft (Reference
is made to Exhibit 5 herein)
23(b) Consent of Friedman Alpren & Green LLP
3
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Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this
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 this
Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above 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 Exchange Act that are incorporated by reference in this 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 hereby which
remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the
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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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, 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.
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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 New York, State of New York, on
the 31st day of May, 1995.
HMG WORLDWIDE CORPORATION
By: /s/Robert V. Cuddihy, Jr.
-----------------------------
Robert V. Cuddihy, Jr.
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the dates indicated.
Signature Title Date
- --------- ----- ----
Chairman of the
Board and Chief
/s/Michael Wahl Executive Officer May 31, 1995
- ---------------
Michael Wahl
President and
/s/Andrew Wahl Director May 31, 1995
- --------------
Andrew Wahl
Chief Operating
Officer, Chief
Financial Officer
/s/Robert V. Cuddihy, Jr. and Director May 31, 1995
- -------------------------
Robert V. Cuddihy, Jr.
Executive Vice
President and
/s/L. Randy Riley Director May 31, 1995
- -----------------
L. Randy Riley
/s/Herbert F. Kozlov Director May 31, 1995
- --------------------
Herbert F. Kozlov
Director
- --------------------
Brett Tollman
/s/Lawrence Twill Director May 31, 1995
- -----------------
Lawrence Twill
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EXHIBIT INDEX
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4 HMG Worldwide Corporation 1994 Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as to the
legality of the Common Stock registered hereby
23(a) Consent of Parker Duryee Rosoff & Haft (Reference
is made to Exhibit 5 herein)
23(b) Consent of Friedman Alpren & Green LLP
EXHIBIT 4
HMG WORLDWIDE CORPORATION
1994 Stock Option Plan
1. Purpose of the Plan. The HMG Worldwide Corporation 1994 Stock
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Option Plan (the "Plan") is intended to advance the interests of HMG
Worldwide Corporation, a Delaware corporation (the "Company"), by inducing
persons of outstanding ability and potential to join and remain with the
Company, by encouraging and enabling employees to acquire proprietary
interests in the Company, and by providing the participating employees with
an additional incentive to promote the success of the Company. This is
accomplished by providing for the granting of "Options" (which term as used
herein includes both "Incentive Stock Options" and "Nonstatutory Stock
Options," as later defined) to qualified employees and non-employee
Directors and consultants.
2. Administration. The Plan shall be administered by the Board of
--------------
Directors of the Company (the "Board of Directors") or by a committee (the
"Committee") consisting of at least two persons chosen by the Board of
Directors. Except as herein specifically provided, the interpretation and
construction by the Board of Directors or the Committee of any provision of
the Plan or of any Option granted under it shall be final and conclusive.
The receipt of Options by Directors, or any members of the Committee, shall
not preclude their vote on any matters in connection with the
administration or interpretation of the Plan, except as otherwise provided
by law.
3. Shares Subject to the Plan. The stock subject to grant under the
--------------------------
Plan shall be shares of the Company's common stock, $.01 par value (the
"Common Stock"), whether authorized but unissued or held in the Company's
treasury or shares purchased from shareholders expressly for use under the
Plan. The maximum number of shares of Common Stock which may be issued
pursuant to Options granted under the Plan shall not exceed five hundred
thousand (500,000) shares, subject to adjustment in accordance with the
provisions of Section 12 hereof. The Company shall at all times while the
Plan is in force reserve such number of shares of Common Stock as will be
sufficient to satisfy the requirements of all outstanding Options granted
under the Plan. In the event any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject thereto shall again be available for Options
under the Plan.
4. Participation. The class of persons which shall be eligible to
-------------
receive Options under the Plan shall be (i) with respect to Incentive Stock
Options described in Section 6 hereof, all key employees (including
officers) of either the Company or any subsidiary corporation of the
Company, and (ii) with respect to Nonstatutory Stock Options described in
Section 7 hereof, any key employee (including any officer) of, any
non-employee Director of, or any non-employee consultant to, either the
Company or any subsidiary corporation of the Company. The Board of
Directors or the Committee, in its sole discretion, but subject to the
provisions of the Plan, shall determine the employees and non-employee
Directors and non-employee consultants to the Company or any subsidiary
corporation of the Company to whom Options shall be granted and the number
of shares to be covered by each Option taking into account the nature of
the employment or services rendered by the individuals being considered,
their annual compensation, their present and potential contributions to the
success of the Company and such other factors as the Board of Directors or
the Committee may deem relevant.
5. Stock Option Agreement. Each Option granted under the Plan shall
----------------------
be authorized by the Board of Directors or the Committee and shall be
evidenced by a Stock Option Agreement which shall be executed by the
Company and by the person to whom such Option is granted. The Stock Option
Agreement shall specify the number
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of shares of Common Stock as to which any Option is granted, the period
during which the Option is exercisable and the option price per share
thereof.
6. Incentive Stock Options. The Board of Directors or the Committee
-----------------------
may grant Options under the Plan which are intended to meet the
requirements of Section 422A of the Internal Revenue Code of 1986 (the
"Code") (such an Option referred to herein as an "Incentive Stock Option"),
and which are subject to the following terms and conditions and any other
terms and conditions as may at any time be required by Section 422A of the
Code:
(a) No Incentive Stock Option shall be granted to individuals
other than key employees of the Company or of a subsidiary
corporation of the Company.
(b) Each Incentive Stock Option under the Plan must be granted
prior to September 22, 2004, which is within ten years from the
date the Plan was adopted by the Board of Directors.
(c) The option price of the shares subject to any Incentive Stock
Option shall not be less than the fair market value of the Common
Stock at the time such Incentive Stock Option is granted;
provided, however, if an Incentive Stock Option is granted to an
individual who owns, at the time the Incentive Stock Option is
granted, more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of a subsidiary
corporation of the Company, the option price of the shares
subject to the Incentive Stock Option shall be at least one
hundred ten percent (110%) of the fair market value of the Common
Stock at the time the Incentive Stock Option is granted.
(d) No Incentive Stock Option granted under the Plan shall be
exercisable after the expiration of ten (10) years from the date
of its grant. However, if an Incentive Stock Option is granted
to an individual who owns, at the time the Incentive Stock Option
is granted, more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of a
subsidiary corporation of the Company, such Incentive Stock
Option shall not be exercisable after the expiration of five
years from the date of its grant. Every Incentive Stock Option
granted under the Plan shall be subject to earlier termination as
expressly provided in Sections 10 and 12(c) hereof.
(e) For purposes of determining stock ownership under this
Section 6, the attribution rules of Section 425(d) of the Code
shall apply.
(f) For purposes of the Plan, fair market value shall be
determined by the Board of Directors or the Committee and, unless
another reasonable method for determining fair market value is
specified by the Committee, the closing market price of a share
of Common Stock as reported by NASDAQ for the trading date next
preceding the date in question.
7. Nonstatutory Stock Options. The Board of Directors or the
--------------------------
Committee may grant Options under the Plan which are not intended to meet
the requirements of Section 422A of the Code, as well as Options which are
intended to meet the requirements of Section 422A of the Code, but the
terms of which provide that they will not be treated as Incentive Stock
Options (referred to herein as a "Nonstatutory Stock Option").
Nonstatutory Stock Options which are not intended to meet these
requirements shall be subject to the following terms and conditions:
(a) A Nonstatutory Stock Option may be granted to any person
eligible to receive an Option under the Plan pursuant to Section
4(ii) hereof, except that no such Option may be granted to any
person who owns stock possessing more than 10% of the total
combined voting power or value of all
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classes of stock of the Company or the parent corporation or any
subsidiary corporation of the Company.
(b) The option price of the shares subject to a Nonstatutory
Stock Option shall be determined by the Board of Directors or the
Committee, in its absolute discretion, at the time of the grant
of the Nonstatutory Stock Option.
(c) A Nonstatutory Stock Option granted under the Plan may be of
such duration as shall be determined by the Board of Directors or
the Committee (not to exceed 10 years), and shall be subject to
earlier termination as expressly provided in Sections 10 and
12(c) hereof.
8. Rights of Option Holders. The holder of any Option granted under
------------------------
the Plan shall have none of the rights of a stockholder with respect to the
shares covered by his Option until such shares shall be issued to him upon
the exercise of his Option.
9. Transferability. No Option granted under the Plan shall be
---------------
transferable by the individual to whom it was granted otherwise than by
Will or the laws of descent and distribution, and, during the lifetime of
such individual, shall not be exercisable by any other person, but only by
him.
10. Termination of Employment or Death.
----------------------------------
(a) If the employment of an employee by, or the services of
either a non-employee Director of or a non-employee consultant to
the Company or a subsidiary corporation of the Company shall be
terminated voluntarily by the employee, the non-employee Director
or the non-employee consultant or for cause, then his Option
shall expire forthwith. Except as provided in subsections (b)
and (c) of this Section 10, if such employment or services shall
terminate for any other reason, then such Option may be exercised
at any time within three months after such termination, subject
to the provisions of subparagraph (d) of this Section 10. For
purposes of the Plan, the retirement of an individual either
pursuant to a pension or retirement plan adopted by the Company
or at the normal retirement date prescribed from time to time by
the Company shall be deemed to be termination of such
individual's employment other than voluntarily or for cause. For
purposes of this subparagraph, an employee who leaves the employ
of the Company to become an employee of (i) a subsidiary
corporation of the Company or (ii) of a corporation (or its
parent or subsidiary) that has assumed the Option of the Company
as a result of a corporate reorganization, etc., shall not be
considered to have terminated his employment.
(b) If the holder of an Option under the Plan dies (i) while
employed by, or while serving as either a non-employee Director
of or a non-employee consultant to, the Company or a subsidiary
corporation of the Company, or (ii) within three months after the
termination of his employment or his services other than
voluntarily or for cause, then such Option may, subject to the
provisions of subparagraph (d) of this Section 10, be exercised
by the estate of the employee, the non-employee Director or the
non-employee consultant or by a person who acquired the right to
exercise such Option by bequest or inheritance or by reason of
the death of such employee, non-employee Director or non-employee
consultant at any time within one year after such death.
(c) If the holder of an Option under the Plan ceases employment
because of permanent and total disability (within the meaning of
Section 22(e)(3) of the Code) while employed by, or while serving
as a non-employee Director of or a non-employee consultant to,
the Company or a
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subsidiary corporation of the Company, then such Option may, subject
to the provisions of subparagraph (d) of this Section 10, be exercised
at any time within one year after his termination of employment or
termination of services due to the disability.
(d) An Option may not be exercised pursuant to this Section 10
except to the extent that the holder was entitled to exercise the
Option at the time of termination of employment, termination of
services, or death, and in any event may not be exercised after
the expiration of the Option.
(e) For purposes of this Section 10, the employment relationship
of an employee of the Company or of a subsidiary corporation of
the Company will be treated as continuing intact while he is on
military or sick leave or other bona fide leave of absence (such
as temporary employment by the Government) if such leave does not
exceed ninety days, or, if longer, so long as his right to
reemployment is guaranteed either by statute or by contract.
11. Exercise of Options.
-------------------
(a) Unless otherwise provided in the Stock Option Agreement, any
Option granted under the Plan shall be exercisable in whole at
any time, or in part from time to time, prior to expiration. The
Board of Directors or the Committee, in its absolute discretion,
may provide in any Stock Option Agreement that the exercise of
any Option granted under the Plan shall be subject (i) to such
condition or conditions as it may impose, including, but not
limited to, a condition that the holder thereof remain in the
employ or service of the Company or a subsidiary corporation of
the Company for such period or periods of time from the date of
grant of the Option, as the Board of Directors or the Committee,
in its absolute discretion, shall determine; and (ii) to such
limitations as it may impose, including, but not limited to, a
limitation that the aggregate fair market value of the Common
Stock with respect to which Incentive Stock Options are
exercisable for the first time by any employee during any
calendar year (under all plans of the Company and its parent and
subsidiary corporations) shall not exceed One Hundred Thousand
Dollars ($100,000). In addition, in the event that under any
Stock Option Agreement the aggregate fair market value of the
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any employee during any
calendar year (under all plans of the Company and its parent and
subsidiary corporations) exceeds One Hundred Thousand Dollars
($100,000), the Board of Directors or the Committee may, when
shares are transferred upon exercise of such Options, designate
those shares which shall be treated as transferred upon exercise
of an Incentive Stock Option and those shares which shall be
treated as transferred upon exercise of a Nonstatutory Stock
Option.
(b) An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal
office (attention of the Secretary) of written notice of the
number of shares with respect to which the Option is being
exercised. Such notice shall be accompanied by payment of the
full option price of such shares, and payment of such option
price shall be made by the holder's delivery of his check payable
to the order of the Company; provided, however, that
notwithstanding the foregoing provisions of this Section 11 or
any other terms, provisions or conditions of the Plan, at the
written request of the optionee and upon approval by the Board of
Directors or the Committee, shares acquired pursuant to the
exercise of any Option may be paid for in full at the time of
exercise by the surrender of shares of Common Stock of the
Company held by or for the account of the optionee at the time of
exercise to the extent permitted by subsection (c)(5) of Section
422A of the Code and, with respect to any person who is subject
to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, to the extent permitted by Section 16(b) of
that Act and the Rules of the Securities and Exchange Commission,
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without liability to the Company. In such case, the fair market value
of the surrendered shares shall be determined by the Board of
Directors or the Committee as of the date of exercise in the same
manner as such value is determined upon the grant of an Incentive
Stock Option.
12. Adjustment Upon Change in Capitalization.
----------------------------------------
(a) In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination
of shares, stock dividends or the like, an appropriate adjustment
shall be made by the Board of Directors or the Committee in the
aggregate number of shares available under the Plan and in the
number of shares and option price per share subject to
outstanding Options. Any adjustment in the number of shares
shall apply proportionately to only the unexercised portion of
the Option granted hereunder. If fractions of a share would
result from any such adjustment, the adjustment shall be revised
to the next lower whole number of shares.
(b) If the Company shall be reorganized, consolidated or merged
with another corporation, or if all or substantially all of the
assets of the Company shall be sold or exchanged, the holder of
an Option shall be entitled to receive upon the exercise of his
Option (the timing of which, as set forth in Section 11, is in
the discretion of the Board of Directors or the Committee) the
same number and kind of shares of stock or the same amount of
property, cash or securities as he would have been entitled to
receive upon the happening of any such corporate event as if he
had been, immediately prior to such event, the holder of the
number of shares covered by his Option; provided, however, that
in such event the Board of Directors or the Committee shall have
the discretionary power to take any action necessary or
appropriate to prevent any Incentive Stock Option granted
hereunder from being disqualified as an "incentive stock option"
under the then existing provisions of the Code or any law
amendatory thereof or supplemental thereto.
13. Further Conditions of Exercise.
-------------------------------
(a) Unless prior to the exercise of the Option the shares
issuable upon such exercise have been registered with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, the notice of exercise shall be accompanied
by a representation or agreement of the individual exercising the
Option to the Company to the effect that such shares are being
acquired for investment and not with a view to the resale or
distribution thereof or such other documentation as may be
required by the Company unless in the opinion of counsel to the
Company such representation, agreement or documentation is not
necessary to comply with such Act.
(b) The Company shall not be obligated to deliver any Common Stock
until it has been listed on each securities exchange on which the
Common Stock may then be listed or until there has been qualification
under or compliance with such state or federal laws, rules or
regulations as the Company may deem applicable. The Company shall use
reasonable efforts to obtain such listing, qualifications and
compliance.
14. Effectiveness of the Plan. The Plan was originally adopted by
--------------------------
the Board of Directors on September 22, 1994. The Plan shall be subject to
approval by the affirmative vote of a majority of the outstanding shares of
capital stock of the Company present in person or by proxy at a meeting of
stockholders of the Company convened for such purpose prior to September
21, 1995, which is within one year of adoption of the Plan by the Board of
Directors. In the event such stockholder approval is withheld or otherwise
not received on or before the latter date, the Plan and all Options which
may have been granted thereunder shall become null and void.
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15. Termination, Modification and Amendment.
---------------------------------------
(a) The Plan (but not Options previously granted under the Plan)
shall terminate on September 21, 2004, which is within ten years
of the date of its adoption by the Board of Directors, or sooner
as hereinafter provided, and no Option shall be granted after the
termination of the Plan.
(b) The Plan may from time to time be terminated, modified or
amended by the affirmative vote of the holders of a majority of
the outstanding shares of capital stock of the Company present in
person or by proxy at a meeting of stockholders of the Company
convened for such purpose.
(c) The Board of Directors may at any time, on or before the
termination date referred to in Section 15(a) hereof, terminate
the Plan, or from time to time make such modifications or
amendments to the Plan as it may deem advisable; provided,
however, that the Board of Directors shall not, without approval
by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company present in
person or by proxy at a meeting of stockholders of the Company
convened for such purpose, increase (except as provided by
Section 12 hereof) the maximum number of shares as to which
Incentive Stock Options may be granted, or change the designation
of the employees or class of employees eligible to receive
Options or make any other change which would prevent any
Incentive Stock Option granted hereunder which is intended to be
an "incentive stock option" from disqualifying as such under the
then existing provisions of the Code or any law amendatory
thereof or supplemental thereto.
(d) No termination, modification or amendment of the Plan may,
without the consent of the individual to whom an Option shall
have been previously granted, adversely affect the rights
conferred by such Option.
16. Not a Contract of Employment. Nothing contained in the Plan or
----------------------------
in any Stock Option Agreement executed pursuant hereto shall be deemed to
confer upon any individual to whom an Option is or may be granted hereunder
any right to remain in the employ or service of the Company or a subsidiary
corporation of the Company.
17. Use of Proceeds. The proceeds from the sale of shares pursuant
---------------
to Options granted under the Plan shall constitute general funds of the
Company.
18. Indemnification of Board of Directors or Committee. In addition
--------------------------------------------------
to such other rights of indemnification as they may have, the members of
the Board of Directors or the Committee, as the case may be, shall be
indemnified by the Company to the fullest extent permitted under applicable
law against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them
may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any rights granted thereunder and against all
amounts paid by them in settlement thereof or paid by them in satisfaction
of a judgment of any such action, suit or proceeding, except a judgment
based upon a finding of bad faith. Upon the institution of any such
action, suit or proceeding, the member or members of the Board of Directors
or the Committee, as the case may be, shall notify the Company in writing,
giving the Company an opportunity at its own cost to defend the same before
such member or members undertake to defend the same on their own behalf.
19. Definitions. For purposes of the Plan, the terms "parent
-----------
corporation" and "subsidiary corporation" shall have the same meanings as
set forth in Sections 425(e) and 425(f) of the Code, respectively, and the
masculine shall
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include the feminine and the neuter as the context requires.
20. Governing Law. The Plan shall be governed by, and all questions
-------------
arising hereunder shall be determined in accordance with, the laws of the
State of New York.
7
Exhibit 5
[PARKER DURYEE ROSOFF & HAFT LETTERHEAD]
May 31, 1995
HMG Worldwide Corporation
475 Tenth Avenue
New York, New York 10018
Re: Registration of 500,000 shares of Common Stock, par value $.01
per share, under the Securities Act of 1933, as amended
--------------------------------------------------------------
Ladies and Gentlemen:
In our capacity as counsel to HMG Worldwide Corporation, a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a Registration Statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 500,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Stock") to be issued upon the
exercise of options heretofore granted or which may be granted subsequent
hereto to acquire shares of Common Stock under the Company's 1994 Stock
Option Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Company, the Registration
Statement, the Plan, corporate proceedings of the Company relating to the
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that
the Stock has been duly and validly authorized and, when issued and paid
for as described in the Plan, will be duly and validly issued, fully paid
and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By: /s/ Ira Roxland
-------------------------
A Member of the Firm
Exhibit 23(b)
[FRIEDMAN ALPREN & GREEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form-S8 Registration Statement of our
reports dated March 31, 1995 on the consolidated financial statements and
the financial statement schedules included or incorporated by reference in
the HMG Worldwide Corporation Annual Report on Form 10-K for the year ended
December 31, 1994.
/s/ Friedman Alpren & Green LLP
Friedman Alpren & Green LLP
New York, New York
May 31, 1995
