As filed with the Securities and Exchange Commission on
________ __, 1998
Registration No. 33-___________
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<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>
58,150(2)<PAGE>
--<PAGE>
$43,613<PAGE>
$13.22<PAGE>
Common Stock
<PAGE>
441,850<PAGE>
$.938(3)<PAGE>
$414,455<PAGE>
$125.59
Total $138.81
</TABLE>
(1)Represents additional shares of Common Stock issuable
under the FIND/SVP, Inc. 1996 Stock Option Plan (the
"Plan"), by virtue of an amendment to the Plan increasing
the number of shares issuable thereunder from 650,000 to
1,150,000. 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 500,000
shares being registered.
(2)Includes options previously granted to employees of the
Registrant to purchase an aggregate of 58,150 shares of
Common Stock at an aggregate exercise price of $43,613.
(3)Estimated solely for the purpose of calculating the
registration fee and calculated on the basis of the average
of the bid and asked prices of the Common Stock on
November 18, 1998, as reported by NASDAQ, in
accordance with Rule 457(h) under the Securities Act of
1933, as amended.
PART I
Incorporation By Reference
The contents of the Registration Statement on Form S-8
(Registration No. 33-22445), are hereby incorporated by
reference herein.
Additional Information
On April 21, 1998, 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
650,000 to 1,150,000. On June 30, 1998, the stockholders
of the Registrant approved such amendment. Currently,
there are options to purchase 708,150 shares of Common
Stock issued and outstanding under the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Item 8. Exhibits
<S>Exhibit<PAGE>
<C>Description <C>Sequentially
Numbered Page
Where Located <PAGE>
4 FIND/SVP, Inc.
1996 Stock Option
Plan, as amended
through June 30,
1998<PAGE>
6 5 Opinion of Breslow
& Walker, LLP as to
the legality of the
securities being
offered<PAGE>
13 23(a) Independent
Auditors' Consent<PAGE>
14 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 24th day of November, 1998.
FIND/SVP, Inc.
By:/s/ Andrew P. Garvin
Andrew P. Garvin, President
(Principal Executive Officer)
By:/s/ Victor Cisario
Victor Cisario, Vice President-Finance and
Administration, Chief Financial Officer, Secretary and
Treasurer (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.
<TABLE>
<CAPTION
<S>Signature<PAGE>
<C>Title <C>Date
<PAGE>
/s/ Andrew P. Garvin
Andrew P. Garvin<PAGE>
Director November 24, 1998<PAGE>
Brigitte de Gastines<PAGE>
Director
<PAGE>
___________, 1998
<PAGE>
/s/ Howard S. Breslow
Howard S. Breslow<PAGE>
Director
<PAGE>
November 24, 1998
<PAGE>
/s/ Frederick H. Fruitman
Frederick H. Fruitman<PAGE>
Director
<PAGE>
November 24, 1998
<PAGE>
Charles Baudoin<PAGE>
Director
<PAGE>
___________, 1998
<PAGE>
/s/ Jean-Louis Bodmer
Jean-Louis Bodmer<PAGE>
Director
<PAGE>
November 24, 1998
<PAGE>
Eric Cachart<PAGE>
Director
<PAGE>
___________, 1998
</TABLE>
<PAGE>
<PAGE>
Exhibit 4
FIND/SVP, INC.
1996 STOCK OPTION PLAN
(as amended through June 30, 1998)
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 1,150,000 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>
<PAGE>
Exhibit 5
November 24, 1998
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>
<PAGE>
Exhibit 23(a)
Independent Auditors' Consent
The Board of Directors
Find/SVP, Inc. and Subsidiaries:
We consent to incorporation by reference in the registration
statement on Form S-8 of Find/SVP, Inc. and subsidiaries,
relating to the amendment to the Find/SVP, Inc. 1996
Stock Option Plan of our report dated March 30, 1998
relating to the consolidated balance sheets of Find/SVP,
Inc. and subsidiaries as of December 31, 1997 and 1996,
and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years
in the three year period ended December 31, 1997 and all
related schedules, which report appears in the December
31, 1997, annual report on Form 10-K of Find/SVP, Inc.
/s/ KPMG Peat Marwick LLP
New York, New York
November 20, 1998
