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. 1996 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>
<PAGE>
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>
204,850(2) -- $408,400
<PAGE>
$123.76 Common Stock 445,150(3) $1.59(4) $707,789(4) $214.48
<FN>
<F1>
Total Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . $338.24
<F2>
(1)In addition to this amount, such additional shares as may be issuable in accordance with the
terms of the FIND/SVP, Inc. 1996 Stock Option Plan (the "Plan") as stock dividends or in the
event of a stock split, reorganization, merger, recapitalization or similar event affecting the
650,000 shares being registered.
<F3>
(2)Includes options previously granted to directors and employees of the Registrant to purchase
an aggregate of 204,850 shares of Common Stock at an aggregate exercise price of $408,400.
<F4>
(3)Includes options to purchase 230,000 shares of the Common Stock granted to the President and
Chief Executive Officer of the Registrant, the prices of which have yet to be determined.
<F5>
(4)Estimated solely for the purpose of calculating the registration fee, and based on the average
of the closing bid and asked price of the Common Stock on February 21, 1997 as reported by
the NASDAQ National Market System, in accordance with Rule 457(h) under the Securities Act
of 1933, as amended.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Item 1. Plan Information.
To be distributed to participants in
Registrant's 1996 Stock Option Plan.
Item 2. Registrant Information and Employee Plan
Annual Information.
To be distributed to participants in
Registrant's 1996 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant
heretofore filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1995, which contains
audited financial statements for the
Registrant's latest fiscal year.
(b) Registrant's quarterly reports on
Form 10-Q for the quarters ended
March 31, 1996, August 31, 1996
and September 30, 1996.
(c) The description of the Common
Stock, par value $.0001 per share
(the "Common Stock"), registered
under Section 12(g) of the Securities
Exchange Act of 1934 (the
"Exchange Act"), as set forth in the
Registrant's Registration Statement
on Form S-18 (Reg. No. 33-8634-
NY), dated October 31, 1986,
including any amendments thereto
filed for the purpose of updating
such description.
All other documents subsequently filed by the
Registrant with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 incorporated by reference herein
and are a part hereof from the date of filing such
documents.
The aforementioned documents are available without
charge to each Plan participant, by written or oral request
of such person to Andrew P. Garvin, President and Chief
Executive Officer, FIND/SVP, Inc., 625 Avenue of the
Americas, New York, New York 10011, telephone number
(212) 645-4500.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock
offered hereunder will be passed upon for the Registrant by
Breslow & Walker, LLP. As of the date of this
Registration Statement Breslow & Walker, LLP owns
8,820 shares of Common Stock and Howard S. Breslow, a
member of the firm of Breslow & Walker, LLP, owns
options to purchase 18,000 shares of Common Stock. Mr.
Breslow is a director of the Registrant, a position he has
held since 1986.
Item 6. Indemnification of Directors and Officers.
Article XII of the Company's By-Laws
contains the following provisions with respect to
indemnification of directors and officers:
"Section 1. Authorization for
Indemnification of Directors and Officers. The corporation
shall indemnify any person made, or threatened to be
made, a party to an action or proceeding (other than one by
or in the right of the corporation to procure a judgment in
its favor), whether civil or criminal, including an action by
or the right of any other corporation of any type or kind,
domestic or foreign or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any
director or officer of the corporation served in any capacity
at the request of the corporation, by reason of the fact that
he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding, or, any appeal
therein, if such director or officer acted, in good faith, for
a purpose which he reasonably believed to be in, or, in the
case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interest of the
corporation and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his
conduct was unlawful.
The termination of any such civil or criminal
action or proceeding by judgment, settlement, conviction or
upon a plea of nolo contendere, or its equivalent, shall not
in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he
reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise, not
opposed to, the best interests of the corporation or that he
had reasonable cause to believe that his conduct was
unlawful.
The corporation shall indemnify any person
made, or threatened to be made, a party to an action by or
in the right of the corporation to procure a judgment in its
favor by reason of the fact that he, his testator or intestate,
is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director
or officer of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise, against
amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred
by him in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such
director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service
for any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise, not
opposed to the best interests of the corporation, except that
no indemnification under this paragraph shall be made in
respect of (1) a threatened action, or a pending action
which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to
the extent that the court in which the action was brought,
or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement and expenses as the court deems proper.
Section 2. Nonexclusivity of Provisions
for Indemnification of Directors and Officers. The
indemnification and advancement of expenses granted
pursuant to, or provided by, this Article XII shall not be
deemed exclusive of any other rights to which a director or
officer seeking indemnification or advancement of expenses
may be entitled, whether contained in the certificate of
incorporation or these by-laws or, when authorized by such
certificate of incorporation or by-laws, (i) a resolution of
shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active
and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact
a financial profit or other advantage to which he was not
legally entitled. Nothing contained in this Article XII shall
affect any rights to indemnification to which corporate
personnel other than directors and officers may be entitled
by contract or otherwise under law.
Section 3. Payment of Indemnification.
A person who had been successful, on the merits or
otherwise, in the defense of a civil or criminal action or
proceeding of the character described in Section 1 of this
Article XII shall be entitled to indemnification as
authorized in such section.
Except as provided in the foregoing
subparagraph, any indemnification under Section 1 of this
Article XII or otherwise permitted by Section 2 of this
Article XII, unless ordered by a court shall be made by the
Corporation, only if authorized in the specific case:
(i) by the board acting by a
quorum consisting of directors who are not parties to such
action or proceeding upon a finding that the director or
officer has met the standards of conduct set forth in Section
1 of this Article XII or established pursuant to Section 2 of
this Article XII, as the case may be, or,
(ii) if a quorum under
subparagraph (i) is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs; or
(iii) by the board upon the opinion
in writing of independent legal counsel that indemnification
is proper in the circumstances because the applicable
standard of conduct set forth in such sections has been met
by such director or officer; or
(iv) by the shareholders upon a
finding that the director or officer has met the applicable
standard of conduct set forth in such sections.
Expenses incurred in defending a civil or
criminal action or proceeding may be paid by the
corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount
as, and to the extent, required by paragraph (a) of Section
725 of the Business Corporation Law of New York.
Section 4. Insurance for Indemnification
of Directors and Officers. (a) Subject to subparagraph (b)
below, the corporation shall have power to purchase and
maintain insurance:
(1) to indemnify the corporation
for any obligation which it incurs as a result of the
indemnification of directors and officers under the
provisions of this Article, and
(2) to indemnify directors and
officers in instances in which they may be indemnified by
the corporation under the provisions of this Article, and
(3) to indemnify directors and
officers in instances in which they may not otherwise be
indemnified by the corporation under the provisions of this
Article provided the contract of insurance covering such
directors and officers provides, in manner acceptable to the
superintendent of insurance, for a retention amount and for
coinsurance.
(b) No insurance under paragraph
(a) may provide for any payment, other than cost of
defense, to or on behalf of any director or officer:
(1) if a judgment or other
final adjudication adverse to the insured director or officer
establishes that his acts of active and deliberate dishonesty
were material to the cause of action so adjudicated, or that
he personally gained in fact a financial profit or other
advantage to which he was not legally entitled, or
(2) in relation to any risk
the insurance of which is prohibited under the insurance
law of this state.
(c) Insurance under any or all
subparagraphs of paragraph (a) may be included in a single
contract or supplement thereto. Retrospective rated
contracts are prohibited.
(d) The corporation shall, in
accordance with the Business Corporation Law of New
York, mail a statement in respect of any insurance it has
purchased or renewed under this section specifying the
insurance carrier, date of the contract, cost of the
insurance, corporate positions insured, and a statement
explaining all sums, not previously reported in a statement
to shareholders, paid under any indemnification insurance
contract."
Sections 721 through 726, inclusive, of the
New York Business Corporation Act also contain
provisions relating to the indemnification of directors and
officers.
In addition, Section 3 of the Plan contains
provisions which provide for certain indemnification of the
members of the Board of Directors administering the Plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
<S>Exhibit
<PAGE>
<C>Description
<PAGE>
<C>Sequentially
Numbered Page
Where Located
<PAGE>
4(a) FIND/SVP, Inc. 1996 Stock
Option Plan, as amended<PAGE>
11 4(b) Present form of Incentive
Stock Option Agreement<PAGE>
18 4(c) Present form of Non-Incentive
Stock Option Agreement<PAGE>
22 4(d) Restated Certificate of
Incorporation, as amended*<PAGE>
-- 4(e) By-Laws, as amended* -- 5
<PAGE>
Opinion of Messrs. Breslow &
Walker, LLP as to the legality
of the securities being
registered<PAGE>
25 23(a) Independent Auditors'
Consent<PAGE>
26 23(b) Reference is made to Exhibit 5
with respect to the Consent of
Messrs. Breslow & Walker,
LLP<PAGE>
- --_______________
<FN>
<F1>
*Incorporated by reference to the Registrant's Registration Statement on Form S-18 (Reg.
No. 33-8634-NY).
</FN>
</TABLE>
<PAGE>
Item 9. Undertakings.
A. Rule 415 offering.
(1) The undersigned Registrant
hereby undertakes 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;
(2) That, for the purpose of
determining any liability under the Securities Act of 1933
(the "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.
B. Filings incorporating subsequent
Exchange Act
documents by reference.
The undersigned Registrant hereby
undertakes that, for purposes of determining any liability
under the Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 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.
C. Filing of registration statement on Form
S-8.
Insofar as indemnification for liabilities
arising under the 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 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue. <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 February 26, 1997<PAGE>
Brigitte de Gastines<PAGE>
Director /s/ Howard S. Breslow
Howard S. Breslow<PAGE>
Director February 26, 1997 /s/ Frederick H. Fruitman
Frederick H. Fruitman<PAGE>
Director February 26, 1997<PAGE>
Charles Baudoin<PAGE>
Director
Jean-Louis Bodmer<PAGE>
Director /s/ James L. Luikart
James L. Luikart<PAGE>
Director February 26, 1997
Exhibit 4(a)
FIND/SVP, INC.
1996 STOCK OPTION PLAN
1. Purpose of Plan
The purpose of this 1996 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, directors of and
consultants and advisors to 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 650,000 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, directors
of, or consultants or advisors to 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). For the purposes of
this Plan, options may only be granted to those consultants
and advisors who shall render bona fide services to the
Company and such services must not be in connection with
the offer or sale of securities in a capital raising
transaction. 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 canceled 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 of Incentive Stock Options
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) 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.
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 without cause and other than by reason of
death, 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 after the date of
termination, whichever is earlier, but only to the extent the
holder had the right to exercise such option on the date of
termination. 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 for cause and 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
canceled 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 canceled 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.
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.
18. Effective Date
The Plan shall become effective on January 29,
1996 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 January 28,
2006 and no option may be granted under the Plan
thereafter, but such termination shall not affect any option
theretofore granted.
<PAGE>
Exhibit 4(b)
FIND/SVP, INC.
INCENTIVE STOCK OPTION AGREEMENT
To: __________________
We are pleased to inform you that by the determination
of the Board of Directors of FIND/SVP, Inc. (the
"Company"), an option to purchase _____ shares of the
Common Stock, par value $.0001 per share, of the
Company (the "Common Stock"), at the price of $____ per
share, has this ___ day of ________, 199_ been granted to
you.
1. Acceptance of Option Agreement
Your execution of this Option Agreement will indicate
your acceptance of and your willingness to be bound by its
terms; it imposes no obligation upon you to purchase any
of the shares subject to the option. Your obligation to
purchase shares can arise only upon your exercise of the
option in the manner set forth in paragraph 3 hereof.
2. Time of Exercise
The option granted you hereunder may be exercised, on
a cumulative basis. Each option shall be for a term of
____ years and shall vest twenty percent (20%)
immediately; an additional twenty percent (20%) during the
second year; an additional twenty percent (20%) during the
third year; an additional twenty percent (20%) during the
fourth year; and a final twenty percent (20%) during the
fifth year; provided, however, that this option may not be
exercised as to less than 100 shares at any one time. This
option expires at the end of ____ years from the date of
grant whether or not it has been duly exercised, unless
sooner terminated as provided in Paragraphs 6, 7 and 8
hereof.
3. Method of Exercise
This option shall be exercisable by written notice signed
by you and delivered to the Company at its principal
executive offices, attention of the President of the
Company, signifying your election to exercise the option.
The notice must state the number of shares of Common
Stock as to which your option is being exercised and must
contain, unless indicated to the contrary by the Company,
a representation and acknowledgement by you (in a form
acceptable to the Company) that, among other things, such
shares are being acquired by you for investment and not
with a view to their distribution or resale, that the shares
are not registered under the Securities Act of 1933, as
amended, or unless counsel to the Company is satisfied that
the circumstances of the proposed transfer do not require
such registration. Such notice shall be accompanied by
payment of the full 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 registered and transferable 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 you, or (e) by any combination of the
methods of payment described in (a) through (d) above. If
notice of the exercise of this option is given by a person or
persons other than you, the Company may require, as a
condition to the exercise of the option, the submission to
the Company of appropriate proof of the right of such
person or persons to exercise the option.
4. Issuance of Certificates Upon Exercise of Option
Certificates representing the shares of Common Stock
for which payment is made upon exercise of this option
shall be issued as soon as practicable. The Company,
however, shall not be required to issue or deliver a
certificate for any shares until it has complied with all
requirements of the Securities Act of 1933, the Securities
Exchange Act of 1934, any stock exchange on which the
Company's Common Stock may then be listed and all
applicable state laws in connection with the issuance or sale
of such shares or the listing of such shares on said
Exchange. Until the issuance of the certificate for such
shares, you or such other person as may be entitled to
exercise this option, shall have none of the rights of a
stockholder with respect to the shares subject to this option.
5. Nature of Shares Issuable Upon Exercise of Option
In the event the Company chooses not to register the
shares underlying the options, the shares of Common Stock
issuable upon exercise of this option will be unregistered
and must be held indefinitely unless they are subsequently
registered under the Securities Act of 1933 or an exemption
from such registration, such as embodied in Rule 144, is
available. Rule 144 under the Securities Act of 1933
permits, upon compliance with certain conditions, sales in
limited amounts of shares of publicly held companies which
are current in the filing of various required reports with the
Securities and Exchange Commission, which shares have
been beneficially owned and fully paid for at least two
years. The Company has not covenanted to file a
registration statement under the Securities Act of 1933
covering the shares issuable upon exercise of this option
nor to take such action as may be necessary to permit sales
under Rule 144. You are advised to inquire of the
appropriate officer of the Company at any time that you
may wish to sell any shares obtained from the exercise of
this option.
6. Termination of Employment
If your employment with the Company (or a subsidiary
thereof) is terminated without cause you may exercise this
option within three months from the date of such
termination; provided, however, that such exercise occurs
within ____ years from the date of grant of this option.
Any options not so exercised shall forthwith automatically
terminate, lapse and expire. If your employment with the
Company (or a subsidiary thereof) is terminated with cause
for any reason other than by death, disability or retirement
at age 65, such options shall forthwith automatically
terminate, lapse and expire.
7. Retirement or Disability
If your employment with the Company (or a subsidiary
thereof) is terminated by reason of your disability or
retirement at age 65, you may exercise this option within
three months from the date of termination due to retirement
or within one year from the date of termination due to
disability to the extent this option was exercisable on the
date of termination; provided, however, that such exercise
occurs within ____ years from the date of grant of this
option.
8. Death
If you die while employed by the Company (or a
subsidiary thereof), or die within three months after
termination of your employment due to retirement at age
65, this option may be exercised by the person or persons
to whom your rights under the option are transferred by
will or by the laws of descent and distribution within three
months from the date of your death to the extent this option
was exercisable on the date of your death, but in no event
later than ____ years from the date of the grant of this
option.
9. Non-Transferability of Option
This option shall not be transferable or assignable
except by will or the laws of descent and distribution, and
may be exercised during your lifetime only by you.
10. Adjustments upon Changes in Capitalization
If at any time after the date of grant of this option, the
Company shall, by stock dividend, stock split,
combination, reclassification or exchange, change its shares
of Common Stock into a different number, kind or class of
shares or other securities or property, then the number of
shares covered by this option and the price of each such
share shall be proportionately adjusted for any such change
by the Board of Directors, whose determination shall be
final, binding and conclusive. 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 granted
hereby shall be deemed canceled unless the surviving
corporation in any such merger, reorganization or
consolidation, or the parent company in the case of an
acquisition where the Company becomes a wholly owned
subsidiary of another corporation, elects to assume the
option granted hereby or to issue substitute options in place
thereof; provided, however, that, notwithstanding the
foregoing, if the option granted hereby would otherwise be
canceled in accordance with the foregoing, you shall have
the right, exercisable during a ten-day period ending on the
fifth day prior to such liquidation, acquisition, merger,
reorganization or consolidation, to exercise this option in
whole or in part. Such exercise to be effective only upon
such liquidation, or the closing of such merger, acquisition,
reorganization or consolidation. Any fraction of a share
resulting from the foregoing adjustments shall be eliminated
and the price per share of the remaining shares subject to
this option adjusted accordingly.
FIND/SVP, Inc.
By:___________________________
Andrew P. Garvin, President
AGREED TO AND ACCEPTED, as of
the ___ day of _________, 199_.
_______________________________
Signature
<PAGE>
Exhibit 4(c)
FIND/SVP, INC.
NON-INCENTIVE STOCK OPTION AGREEMENT
TO:
We are pleased to inform you that by the determination
of the Board of Directors of FIND/SVP, Inc. (the
"Company"), an option to purchase ______ shares of
Common Stock, par value $.0001 per share, of the
Company (the "Common Stock"), at the price of $____ per
share, has this ___ day of ___________, 199_ been
granted to you.
1. Acceptance of Option Agreement
Your execution of this Option Agreement will
indicate your acceptance of and your willingness to be
bound by its terms; it imposes no obligation upon you to
purchase any of the shares subject to the option. Your
obligation to purchase shares can arise only upon your
exercise of the option in the manner set forth in paragraph
3 hereof.
2. Time of Exercise
You may exercise your option in whole or in part as
of the date hereof; provided, however, that the option
granted you hereunder may not be exercised as to less than
100 shares at any one time. This option expires at the end
of five years from the date of grant whether or not it has
been duly exercised, unless sooner terminated as provided
in Paragraph 6 hereof.
3. Method of Exercise
This option shall be exercisable by written notice
signed by you and delivered to the Company at its principal
executive offices, attention of the President of the
Company, signifying your election to exercise the option.
Such notice shall be accompanied by payment of the full
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 registered and
transferable 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 you, or
(e) by any combination of the methods of payment
described in (a) through (d) above. The notice must state
the number of shares of Common Stock as to which your
option is being exercised and must contain, unless indicated
to the contrary by the Company, a representation and
acknowledgement by you (in a form acceptable to the
Company) that, among other things, such shares are being
acquired by you for investment and not with a view to their
distribution or resale, that the shares are not registered
under the Securities Act of 1933, as amended, (the
"Securities Act") that the Company is not obligated to
register the shares, that the shares may have to be held
indefinitely unless an exemption from the registration
requirements is available and that the Company may place
a legend on the certificate evidencing the shares reflecting
the fact that they were acquired for investment and cannot
be sold or transferred unless registered under the
Securities Act as amended, or unless counsel to the
Company is satisfied that the circumstances of the proposed
transfer do not require such registration.
If notice of the exercise of this option is given by a
person or persons other than you, the Company may
require, as a condition to the exercise of the option, the
submission to the Company of appropriate proof of the
right of such person or persons to exercise the option.
4. Issuance of Certificates Upon Exercise of Option
Certificate representing the shares of the Common
Stock for which payment is made upon exercise of this
option shall be issued as soon a practicable. The
Company, however, shall not be required to issue or
deliver a certificate for any shares until it has complied
with all requirements of the Securities Act, the Securities
Exchange Act of 1934, any stock exchange on which the
Company's Common Stock may then be listed and all
applicable state laws in connection with the issuance or sale
of such shares or the listing of such shares on said
Exchange. Until the issuance of the certificate for such
shares, you or such other person as may be entitled to
exercise this option, shall have none of the rights of a
stockholder with respect to the shares subject to this option.
5. Nature of Shares Issuable Upon Exercise of Option
In the event the Company chooses not to register the
shares underlying the options, the shares of Common Stock
issuable upon exercise of this option will be unregistered
and must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from
such registration, such as embodied in Rule 144, is
available. Rule 144 under the Securities Act permits, upon
compliance with certain conditions, sales in limited
amounts of shares of publicly held companies which are
current in the filing of various required reports with the
Securities and Exchange Commission, and which shares
have been beneficially owned and fully paid for at least two
years. The Company has not covenanted to file a
registration statement under the Securities Act covering the
shares issuable upon exercise of this option nor to take
such action as may be necessary to permit sales under Rule
144. You are advised to inquire of the appropriate officer
of the Company at any time that you may wish to sell any
shares obtained from the exercise of this option.
6. Termination of Services
If you cease to be a director of the Company (or a
subsidiary thereof) due to your removal as such for cause
or due to your failure to be reelected by the stockholders
of the Company, this option shall immediately lapse,
terminate and expire. If you cease to be a director of the
Company (or a subsidiary thereof) due to death, retirement
or disability, you or the person to whom your rights under
this option are transferred by will or the laws of descent
and distribution, may exercise this option within three
months from the date of termination due to death or
retirement, or within one year from the date of termination
due to disability, to the extent this option was exercisable
on the date of termination; provided, however, that such
exercise occurs within five years from the date of grant of
this option. If you cease to be a director of the Company
(or a subsidiary thereof) due to your termination without
cause and other than by reason of death, disability or
retirement at age 65, you or the person to whom your
rights under this option are transferred by will or the laws
of descent and distribution, may exercise this option within
three months from the date of such termination, to the
extent this option was exercisable on the date of
termination; provided, however, that such exercise occurs
within five years from the date of grant of this option.
Any options not so exercised shall forthwith automatically
lapse, terminate, and expire.
7. Non-Transferability of Option
This option shall not be transferable or assignable
except by will or the laws of descent and distribution, and
may be exercised during your lifetime only by you.
8. Adjustments upon Changes in Capitalization
If at any time after the date of grant of this option,
the Company shall, by stock divided, stock split,
reclassification or exchange, change its shares of Common
Stock into a different number, kind or class of shares or
other securities or property, then the number of shares
covered by this option and the price of each such share
shall be proportionately adjusted for any such change by
the Board of Directors, whose determination shall be final,
binding and conclusive. 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 granted hereby shall be deemed
canceled unless the surviving corporation in any such
merger, reorganization or consolidation elects to assume
the option granted hereby or to issue substitute options in
place thereof; provided, however, that, notwithstanding the
foregoing, if the option granted hereby would otherwise be
canceled in accordance with the foregoing, you shall have
the right, exercisable during the ten-day period ending on
the fifth day prior to such liquidation, merger or
consolidation, to exercise this option in whole or in part.
Any fraction of a share resulting from the foregoing
adjustments shall be eliminated and the price per share of
the remaining shares subject to this option adjusted
accordingly.
FIND/SVP,
Inc.
By:
____________________________
Andrew P.
Garvin
President
AGREED TO AND ACCEPTED, as of
the ___ day of ___________, 199_
__________________________<PAGE>
Exhibit 5
February
27, 1997
Board of Directors
FIND/SVP, Inc.
625 Avenue of the Americas
New York, NY 10011
Ladies and Gentlemen:
It is our opinion that the securities being registered
with the Securities and Exchange Commission, pursuant to
the Registration Statement of FIND/SVP, Inc. (the
"Company") on Form S-8, which are to be offered to
employees, including officers, directors and consultants and
advisors pursuant to the Company's 1996 Stock Option
Plan, will, when sold, be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an
exhibit to the aforesaid Registration Statement and further
consent to the reference made to us under the caption
"Legal Opinion" in the Company's prospectus.
Sincerely,
/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
FIND/SVP, Inc. 1996 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
