As filed with the Securities and Exchange Commission on February
27, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIND/SVP, Inc.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or
organization)
13-2670985
(I.R.S. employer identification number)
625 Avenue of the Americas
New York, New York 10011
(Address of principal executive offices) (Zip code)
FIND/SVP, INC. 1986 Stock Option Plan
(Full title of the plan)
Andrew P. Garvin
FIND/SVP, Inc.
625 Avenue of the Americas
New York, New York 10011
(Name and address of agent for service)
(212) 645-4500
Telephone number, including area code, of agent for
service.
- copy to -
Gary T. Moomjian, Esq.
Breslow & Walker, LLP
767 Third Avenue
New York, New York 10017
(212) 832-1930
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>Title of securities
to be registered<PAGE>
<C>Amount to be
registered(1)<PAGE>
<C>Proposed
maximum
offering price
per share<PAGE>
<C>Proposed
maximum
aggregate
offering price<PAGE>
<C>Amount of
registration fee<PAGE>
Common Stock,
par value $.0001
per share
("Common Stock")<PAGE>
138,050(2)<PAGE>
--<PAGE>
$279,112 <PAGE>
$84.58<PAGE>
Common Stock 111,950(3) $1.59(4) $178,000(4) $53.94
Total. . . $138.52
<FN>
<F1>
(1) Represents additional shares of Common Stock issuable under the FIND/SVP, Inc. 1986
Stock Option Plan (the "Plan"), by virtue of an amendment to the Plan increasing the
number of shares issuable thereunder from 1,100,000 to 1,350,000. Also covered
hereby are such additional shares as may be issuable in accordance with the terms of the
Plan in the event of a stock split, reorganization, merger, recapitalization or similar
event affecting the 250,000 shares being registered.
<F2>
(2) Includes options previously granted to officers and directors of the Registrant to
purchase an aggregate of 138,050 shares of Common Stock at an aggregate exercise
price of $279,112.
<F3>
(3) Includes options to purchase 70,000 shares of Common Stock granted to the President
and Chief Executive Officer of the Registrant, the prices of which have yet to be
determined.
<F4>
(4) Calculated on the basis of the average of the bid and asked prices of the Common Stock
on February 21, 1997, as reported by NASDAQ, in accordance with Rule 457(h) under
the Securities Act of 1933, as amended.
</FN>
</TABLE>
<PAGE>
PART I
Incorporation By Reference
The
contents of the Registration Statement on Form S-8
(Registration No. 33-42746), are hereby incorporated by
reference herein.
Additional Information
On
February 7, 1995, the Board of Directors of the Registrant
approved an amendment to the Plan to increase the number
of shares of Common Stock issuable thereunder from
1,100,000 to 1,350,000. On June 13, 1995, the
stockholders of the Registrant approved such amendment.
Currently, there are options to purchase 837,113 shares of
Common Stock issued and outstanding.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
<TABLE>
Item 8. Exhibits
<CAPTION>
<S>
Exhibit<PAGE>
<C>Description <C>Sequentially Numbered
Page Where Located <PAGE>
4 FIND/SVP, Inc. 1986 Stock
Option Plan, as amended
through June 13, 1995<PAGE>
6 5 Opinion of Breslow &
Walker, LLP as to the
legality of the securities
being offered<PAGE>
18 23(a) Independent Auditors'
Consent<PAGE>
19 23(b) Consent of Counsel is
contained in the Opinion of
Breslow & Walker, LLP
filed herewith as Exhibit 5<PAGE>
- --
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York,
as this 26th day of February, 1997.
FIND/SVP, Inc.
By: /s/ Andrew
P. Garvin
Andrew
P.
Garvin,
President
and
Director
(Principal
Executive Officer)
/s/ Peter
J. Fiorillo
Peter J.
Fiorillo,
Vice
President
Finance
and
Administration (Principal Financial and
Accounting
Officer)
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
dates indicated.
Signature<PAGE>
Title Date
<PAGE>
/s/ Andrew P. Garvin
Andrew P. Garvin<PAGE>
Director<PAGE>
February 26, 1997<PAGE>
/s/ Kathleen S. Bingham
Kathleen S. Bingham<PAGE>
Director
<PAGE>
February 26, 1997
<PAGE>
Brigitte de Gastines<PAGE>
Director
<PAGE>
<PAGE>
/s/ Howard S. Breslow
Howard S. Breslow<PAGE>
Director
<PAGE>
February 26, 1997
<PAGE>
/s/ Frederick H. Fruitman
Frederick H. Fruitman<PAGE>
Director
<PAGE>
February 26, 1997
<PAGE>
Charles Baudoin<PAGE>
Director
<PAGE>
<PAGE>
Jean-Louis Bodmer<PAGE>
Director
<PAGE>
<PAGE>
/s/ James L. Luikart
James L. Luikart<PAGE>
Director
<PAGE>
February 26, 1997
<PAGE>
Exhibit 4
FIND/SVP, INC.
1986 STOCK OPTION PLAN
(as amended through June 13, 1995)
1. Purpose of Plan
The purpose of this 1986 Stock Option Plan (the
"Plan") is to further the growth and development of
FIND/SVP, INC. (the "Company") by encouraging and
enabling employees, including officers and directors of the
Company, to obtain a proprietary interest in the Company
through the ownership of stock, thereby providing such
persons with an added incentive to continue in the employ
or service of the Company and to stimulate their efforts in
promoting the growth, efficiency and profitability of the
Company, and affording the Company a means of attracting
to its service persons of outstanding quality.
2. Shares of Stock Subject to the Plan
Subject to the provisions of Section 12 hereof, an
aggregate of 1,350,000 shares of the common stock, par
value $.0001 per share, of the Company ("Common
Stock") shall be reserved for issuance upon the exercise of
options which may be granted from time to time in
accordance with the Plan. Such shares may be, in whole or
in part, as the Board of Directors of the Company ("Board
of Directors") shall from time to time determine,
authorized but unissued shares or issued shares which have
been reacquired by the Company. If, for any reason, an
option shall lapse, expire or terminate without having been
exercised in full, the unpurchased shares underlying these
options shall (unless the Plan shall have been terminated)
again be available for the purpose of the Plan.
3. Administration
(a) The Board of Directors shall administer the
Plan and, subject to the provisions of the Plan, shall have
authority in its discretion to determine and designate from
time to time those persons eligible for a grant of options
under the Plan, those persons to whom options are to be
granted, the purchase price of the shares covered by each
option, the time or times at which options shall be granted,
and the manner in which said options are exercisable. In
making such determination, the Board of Directors may
take into account the nature of the services rendered by the
respective persons, their present and potential contributions
to the Company's success and such other factors as the
Board of Directors in its sole discretion shall deem rele-
vant. Subject to the express provisions of the Plan, the
Board of Directors shall also have authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the
instruments by which options shall be evidenced, which
shall not be inconsistent with the terms of the Plan, and to
make all other determinations necessary or advisable for
the administration of the Plan, all of which determinations
shall be final, binding and conclusive.
(b) The Board of Directors may, at its
discretion, in accordance with the provisions of Article III,
Section 11 of the Company's By-Laws, by resolution
adopted by the affirmative vote of a majority of the entire
Board of Directors, appoint from among its members a
Stock Option Plan Committee (the "Committee"). Such
Committee shall be composed of three or more directors
and shall have and may exercise any and all of the powers
relating to the administration of the Plan and the grant of
options hereunder as are set forth above in Section 3(a), as
the Board of Directors shall confer and delegate. The
Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or to discharge,
such Committee. The Committee shall select one of its
members as its Chairman and shall hold its meetings at
such time and at such places as it shall deem advisable. A
majority of such Committee shall constitute a quorum and
such majority shall determine its action. The Committee
shall keep minutes of its proceedings and shall report the
same to the Board of Directors at the meeting next
succeeding. No director or member of the Committee shall
be liable for any action or determination made in good faith
with respect to the Plan or any option granted thereunder.
(c) Any provision of the Plan to the contrary
notwithstanding, options granted to eligible outside
directors pursuant to Section 3(d) hereof shall be automatic,
without any discretion on the part of the Board of Directors
or the Committee, as the case may be, with respect to the
grantee, the number of shares of Common Stock subject to
such options, the term of the options or the exercise price
of the options.
(d) Throughout the term of the Plan, on the first
business day of each year, each outside director of the
Company shall be granted a Non-Incentive Stock Option to
purchase 2,500 shares of Common Stock at an exercise
price equal to the fair market value of Common Stock on
the date of grant. For purposes of this section, fair market
value shall mean (i) in the event that the Company's
Common Stock is not listed on a national exchange, the
closing bid price of the Company's Common Stock as
quoted on NASDAQ on the day immediately preceding the
date of grant, or (ii) in the event that the Company's
Common Stock is also traded on an exchange, the higher
of the NASDAQ price and the closing price of the
Company's Common Stock on such exchange on the date
of grant, or (iii) in the event that the Company's Common
Stock is only traded on an exchange, the closing price of
the Common Stock on the date of grant. Such options shall
be immediately exercisable and expire five (5) years after
the date of grant.
4. Persons To Whom Shares May Be Granted
Options may be granted to persons who are, at the
time of the grant, employees, including officers, or
directors of the Company or any subsidiary corporation (as
defined in Section 425 of the Internal Revenue Code of
1986, as amended (the "Code"), and herein referred to as
"Subsidiary"), including part-time employees, as the Board
of Directors (or Committee) shall select from time to time
from among those nominated by the Board of Directors (or
Committee). Subject to the provisions hereinafter set forth,
options granted under the Plan shall be designated either (i)
"Incentive Stock Options" (which term, as used herein,
shall mean options intended to be "incentive stock options"
within the meaning of Section 422 of the Code) or (ii)
"Non-Incentive Stock Options" (which term, as used
herein, shall mean options not intended to be incentive
stock options" within the meaning of Section 422 of the
Code). Each option granted to a person who is solely a
director of the Company or a Subsidiary on the date of the
grant shall be designated a Non-Incentive Stock Option.
The Board of Directors (or Committee) may grant,
at any time, new options to a person who has previously
received options whether such prior options are still
outstanding, have previously been exercised in whole or in
part, have expired, or are cancelled in connection with the
issuance of new options. The purchase price of the new
options may be established by the Board of Directors (or
Committee) without regard to the existing option price.
5. Option Price
(a) The purchase price of the Common Stock
underlying each option shall be determined by the Board of
Directors (or Committee), which determination shall be
final, binding and conclusive; provided, however, that in
no event shall the purchase price be less than 100% (110%
in the case of optionees who own more than 10% of the
total combined voting power of all classes of stock of the
Company) of the fair market value of the Common Stock
on the date the option is granted. In determining such fair
market value, the Board of Directors (or Committee) shall
consider (i) the closing price of the Common Stock on the
date on which the option is granted (if such Common Stock
is listed on a national securities exchange); (ii) the closing
bid prices as quoted by the National Quotation Bureau or
a recognized dealer in the Common Stock on the date of
grant (if such Common Stock is not listed on such an
exchange); and (iii) such other factors as the Board of
Directors (or Committee) shall deem appropriate or which
may be relevant under applicable federal tax laws and
Internal Revenue rules and regulations. For purposes of the
Plan, the date of grant of an option shall be the date on
which the Board of Directors (or Committee) shall by
resolution duly authorize such option.
(b) Notwithstanding any other provisions herein
contained, with respect to Incentive Stock Options granted
after December 31, 1986, the aggregate fair market value
(as defined above) determined at the time the Incentive
Stock Options are granted, of the Common Stock with
respect to which Incentive Stock Options are exercisable
for the first time by an employee during any calendar year
shall not exceed $100,000. Non-Incentive Stock Options
shall not be subject to the limitations of this paragraph
5(b).
6. Exercise of Options
(a) Subject to the provisions set forth in Sections
9, 10 and 11 hereof, no option shall be exercisable unless
the holder thereof shall have been an employee, including
an officer, or director of the Company and/or a Subsidiary,
from the date of the granting of the option until the date of
exercise.
(b) The number of shares which are issued
pursuant to the exercise of an option shall be charged
against the maximum limitations on shares set forth in
Section 2 hereof.
(c) The exercise of an option shall be made
contingent upon receipt by the Company from the holder
thereof of (i) a written representation and acknowledgement
that at the time of such exercise it is his then present
intention to acquire the option shares for investment and
not with a view to distribution or resale thereof, that he
knows that the Company is not obligated to register the
option shares and that the option shares may have to be
held indefinitely unless an exemption from the registration
requirements of the Securities Act of 1933, as amended, is
available or the Company has registered the shares
underlying the options, that the Company may place a
legend on the certificate(s) evidencing the option shares
reflecting the fact that they were acquired for investment
and cannot be sold or transferred unless registered under
the Securities Act of 1933, as amended, or unless counsel
for the Company is satisfied that the circumstances of the
proposed transfer do not require such registration and (ii)
payment in full of the purchase price of the shares being
purchased. Payment may be made (a) in cash, (b) by
certified check payable to the order of the Company in the
amount of such purchase price, (c) by delivery to the
Company of shares of Common Stock having a fair market
value equal to such purchase price, (d) by irrevocable
instructions to a broker to sell shares of Common Stock to
be issued upon exercise of the option, provided such shares
are registered and transferable, and to deliver to the
Company the amount of sale proceeds necessary to pay
such purchase price and to deliver the remaining cash
proceeds, less commissions and brokerage fees to the
optionee, or (e) by any combination of the methods of
payment described in (a) through (d) above.
(d) No Incentive Stock Option granted on or
before December 31, 1986 shall be exercisable by a holder
thereof while there is outstanding any Incentive Stock
Option which was theretofore granted to the holder of the
Incentive Stock Option to purchase shares of the Company
or of a corporation which, at the time such Incentive Stock
Option was granted, was a parent or subsidiary of the
Company, or is a predecessor corporation of any such
corporation. An Incentive Stock Option shall be treated as
outstanding until such option is exercised in full or expires
by reason of lapse of time.
7. Term of Options
The period during which each option granted
hereunder shall be exercisable shall be determined by the
Board of Directors (or Committee); provided, however,
that no option shall be exercisable for a period exceeding
ten (10) years (five (5) years in the case of optionees who
own more than 10% of the total combined voting power of
all classes of stock of the Company) from the date the
options are granted.
8. Non-Transferability of Options
No option granted pursuant to this Plan shall be
subject to anticipation, sale, assignment, pledge,
encumbrance or charge or otherwise transferable except by
will or the laws of descent and distribution, and an option
shall be exercisable during the lifetime of the holder thereof
only by such holder.
9. Termination of Services
In the event that an employee or any other person
to whom an option has been granted under the Plan shall
cease to be an employee, officer or director of the
Company or a Subsidiary, by reason of a termination of
such relationship other than by reason of death, disability
or retirement at age 65, such options shall forthwith
automatically terminate, lapse and expire. So long as the
holder of an option shall continue to be in the employ, or
continue to be a director, of the Company or one or more
of its Subsidiaries, such holder's option shall not be
affected by any change of duties or position. Absence on
leave approved by the employing corporation shall not be
considered an interruption of employment for any purpose
under the Plan. The granting of an option in any one year
shall not give the holder of the option any rights to similar
grants in future years or any right to be retained in the
employ or service of the Company or any of its
Subsidiaries or interfere in any way with the right of the
Company or any such Subsidiary to terminate such holder's
employment or services at any time. Notwithstanding the
foregoing, no option may be exercised after ten years from
the date of its grant.
10. Retirement or Disability of Holder of Option
If any person to whom an option has been granted
under the Plan shall cease to be an employee, officer or
director of the Company or a Subsidiary, by reason of
disability or retirement at age 65, such holder may exercise
such option at any time prior to the expiration date of the
option or within three months (one year in the case of
termination by reason of disability) after the date of
termination for such reason, whichever is earlier, but only
to the extent the holder had the right to exercise such
option on the date of termination. Notwithstanding the
foregoing, no option may be exercised after ten years from
the date of its grant.
11. Death of Holder of Option
If any person to whom an option has been granted
under the Plan shall cease to be an employee, officer or
director of the Company or a Subsidiary by reason of
death, or a holder of an option shall die within three
months after termination by reason of retirement at age 65
or otherwise, the option may be exercised by the person or
persons to whom the optionee's rights under the option are
transferred by will or by the laws of descent and
distribution at any time prior to the expiration date of the
option or within three months from the date of death,
whichever is earlier, but only to the extent the holder of the
option had the right to exercise such option on the date of
such termination. Notwithstanding the foregoing, no option
may be exercised after ten years from the date of its grant.
12. Adjustments Upon Changes in Capitalization
If the shares of Common Stock outstanding are
changed in number, kind or class by reason of a stock
split, combination, merger, consolidation, reorganization,
reclassification, exchange or any capital adjustment,
including a stock dividend, or if any distribution is made to
shareholders other than a cash dividend and the Board of
Directors deems it appropriate to make an adjustment,
then
(i) the aggregate number and class of shares
that may be issued or transferred pursuant
to Section 2,
(ii) the number and class of shares which are
issuable under outstanding options, and
(iii) the purchase price to be paid per share
under outstanding options,
shall be adjusted as hereinafter provided.
Adjustments under this Section 12 shall be made in
a proportionate and equitable manner by the Board of
Directors (or Committee), whose determination as to what
adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive. In the event that a fraction of
a share results from the foregoing adjustment, said fraction
shall be eliminated and the price per share of the remaining
shares subject to the option adjusted accordingly.
In the event of a liquidation of the Company, or a
merger, reorganization or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly
owned subsidiary of another corporation, any unexercised
options theretofore granted under the Plan shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation elected to assume
the options under the Plan or to issue substitute options in
place thereof; provided, however, that, notwithstanding the
foregoing, if such options would otherwise be cancelled in
accordance with the foregoing, the optionee shall have the
right, exercisable during a ten-day period ending on the
fifth day prior to such liquidation, merger or consolidation,
to exercise the option in whole or in part. The granting of
an option pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments,
reorganizations, reclassifications or changes of its capital or
business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets.
13. Vesting of Rights Under Options
Nothing contained in this Plan or in any resolution
adopted or to be adopted by the Board of Directors (or
Committee) or the shareholders of the Company shall
constitute the vesting of any rights under any option. The
vesting of such rights shall take place only when a written
agreement shall be duly executed and delivered by and on
behalf of the Company to the person to whom the option
shall be granted.
14. Rights as a Shareholder
A holder of an option shall have no rights of a
shareholder with respect to any shares covered by his
option until the date of issuance of a stock certificate to
him for such shares.
15. Termination and Amendment
The Board of Directors may, at any time, terminate
or suspend this Plan or make such modifications or
amendments thereto as it shall deem advisable; provided,
however, that no termination, modification or amendment
shall adversely affect the rights of a holder of an option
previously granted under the Plan.
<PAGE>
16. Modification, Extension and Renewal of Options
Subject to the terms and conditions and within the
limitations of the Plan, the Board of Directors (or
Committee) may modify, extend or renew outstanding
options granted under the Plan, or accept the surrender of
outstanding options (to the extent not theretofore exercised)
and authorize the granting of new options in substitution
therefor. Notwithstanding the foregoing, no modification of
an option shall, without the consent of the holder thereof,
alter or impair any rights or obligations under any option
theretofore granted under the Plan.
17. Indemnification
In addition to such other rights of indemnification
as they may have as members of the Board of Directors (or
Committee), the members of the Board of Directors (or
Committee) administering the Plan shall be indemnified by
the Company against reasonable expenses, including
attorneys' fees, actually and necessarily incurred in
connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, 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 option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of
a judgment in any action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such
action, suit, or proceeding that such member is liable for
negligence or misconduct in the performance of his duties,
provided that within 60 days after institution of any such
action, suit or proceeding, the member shall in writing
offer the Company the opportunity, at its own expense, to
handle and defend the same.
<PAGE>
18. Effective Date
The Plan shall become effective on August 18,
1986 upon its approval by vote of the holders of shares of
capital stock of the Company entitled to vote thereon and
shall terminate on the close of business on August 17, 1996
and no option may be granted under the Plan thereafter, but
such termination shall not affect any option theretofore
granted.<PAGE>
Exhibit 5
February
27, 1997
Board of Directors
FIND/SVP, Inc.
625 Avenue of the Americas
New York, New York 10011
Ladies and Gentlemen:
It is our opinion that the additional securities being
registered with the Securities and Exchange Commission,
pursuant to the Registration Statement on Form S-8, which
are to be offered pursuant to FIND/SVP, Inc.'s 1986 Stock
Option Plan, will, when sold, be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion as an
exhibit to the aforesaid Registration Statement.
Very
truly yours,
/s/
Breslow & Walker, LLP
Breslow
& Walker, LLP<PAGE>
Exhibit 23(a)
Independent Auditors' Consent
The Board of Directors
FIND/SVP, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of FIND/SVP, Inc., relating to the
amendment to the FIND/SVP, Inc. 1986 Stock Option Plan
of our report dated February 20, 1996, except as to notes
13 and 14, which are as of March 20, 1996 and March 25,
1996, respectively, relating to the consolidated balance
sheets of FIND/SVP, Inc. and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements
of operations, shareholders' equity, and cash flows for each
of the years in the three-year period then ended, and all
related schedules, which report appears in the December
31, 1995 annual report on Form 10-K of FIND/SVP, Inc.
KPMG
Peat Marwick LLP
New York, New York
February 26, 1997
