As filed with the Securities and Exchange Commission on August 15, 2000
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIND/SVP, Inc.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation or organization)
13-2670985
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(I.R.S. employer identification number)
625 Avenue of the Americas, New York, New York, 10011
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(Address of principal executive offices) (Zip code)
FIND/SVP, INC. 1996 Stock Option Plan
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(Full title of the plan)
Andrew P. Garvin
FIND/SVP, Inc.
625 Avenue of the Americas
New York, New York 10011
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(Name and address of agent for service)
(212) 645-4500
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Telephone number, including area code, of agent for service.
- copy to -
Howard S. Breslow
Breslow & Walker, LLP
100 Jericho Quadrangle, Suite 230
Jericho, New York 11753
(516) 822-6505
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price per aggregate offering registration fee
share price
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 500,000(1) $1.125(2) $562,500 $148.50
$.0001 per share
===================================================================================================================
</TABLE>
Total $143.22
(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 1,150,000 to
1,650,000. 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) 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 August 9, 2000, as reported by NASDAQ, in accordance with
Rule 457(h) under the Securities Act of 1933, as amended.
2
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8 regarding the
registration of additional securities, FIND/SVP, INC. (the "Company") is hereby
registering additional shares of Common Stock in the number set forth on the
cover page of this Registration Statement. Such shares are of the same class as
other securities of the Company for which previous registration statements have
been filed with the Securities and Exchange Commission relating to the Plan, and
such registration statements, as listed below, are incorporated by reference
herein:
Registration Statement on Form S-8 (Registration No. 333-22445) filed
on February 27, 1997.
Registration Statement on Form S-8 (Registration No. 333-68315) filed
on December 11, 1998.
ADDITIONAL INFORMATION
On July 10, 2000, the Company's Board of Directors approved an
amendment to the Plan to increase the number of shares of common stock issuable
thereunder from 1,150,000 to 1,650,000. On July 10, 2000, the Company's
stockholders approved such amendment. Currently, there are options to purchase
834,650 shares of common stock issued and outstanding under the Plan.
3
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED
PAGE WHERE LOCATED
4 FIND/SVP, Inc. 1996 Stock Option 6
Plan, as amended through July 10,
2000
5 Opinion of Breslow & Walker, LLP as 13
to the legality of the securities
being offered
23(a) Independent Auditors' Consent - KPMG 14
23(b) Independent Auditors' Consent - 15
Deloitte & Touche
23(c) Consent of Breslow & Walker, LLP --
(included in Exhibit 5)
4
<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 15th day of
August, 2000.
FIND/SVP, Inc.
By: /s/ ANDREW P. GARVIN
--------------------------------------------
Andrew P. Garvin, President
(Principal Executive Officer)
By: /s/ FRED GOLDEN
--------------------------------------------
Fred Golden, 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.
SIGNATURE TITLE DATE
/s/ ANDREW P. GARVIN Director August 15, 2000
----------------------------------------
Andrew P. Garvin
/s/ BRIGITTE DE GASTINES Director August 15, 2000
----------------------------------------
Brigitte de Gastines
/s/ HOWARD S. BRESLOW Director August 15, 2000
----------------------------------------
Howard S. Breslow
/s/ FREDERICK H. FRUITMAN Director August 15, 2000
----------------------------------------
Frederick H. Fruitman
Director August 15, 2000
----------------------------------------
Jean-Louis Bodmer
Director August 15, 2000
----------------------------------------
Eric Cachart
5
<PAGE>
Exhibit 4
FIND/SVP, INC.
1996 STOCK OPTION PLAN
(AS AMENDED THROUGH JULY 10, 2000)
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 1,650,000
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 relevant. 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.
6
<PAGE>
(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)
7
<PAGE>
"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.
8
<PAGE>
(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
9
<PAGE>
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 or by the voluntary resignation of the employee or other
person to which an option has been granted, 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
10
<PAGE>
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, as to
shares vested as of the date of such transaction. Notwithstanding the above, any
option exercise that would be prohibited but for this provision shall be
effective only upon the closing of such transaction. Any fraction of a share
resulting from the foregoing adjustments shall be eliminated and the price per
share of the remaining share subject to such option adjustment. 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
11
<PAGE>
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.
12
<PAGE>
Exhibit 5
August 9, 2000
Board of Directors
FIND/SVP, Inc.
625 Avenue of the Americas
New York, NY 10011
Ladies and Gentlemen:
It is our opinion that the sale of the securities being registered with the
Securities and Exchange Commission pursuant to the Registration Statement of
Cardiac Science, Inc. (the "Company") on Form S-8, which securities are to be
offered to the Company's employees, directors, consultants and advisors pursuant
to the Company's 1996 Stock Option Plan, will, when sold and paid for, be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit of 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
13
<PAGE>
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. for the issuance of 500,000 additional shares of common
stock under the FIND/SVP, Inc. 1996 Stock Option Plan of our report dated
February 22, 1999, relating to the consolidated balance sheet of FIND/SVP, Inc.
and subsidiaries as of December 31, 1998, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 1998, and the related schedule,
which report appears in the December 31, 1999 annual report on Form 10-K of
FIND/SVP, Inc.
/s/ KPMG LLP
-------------
KPMG LLP
New York, New York
August 11, 2000
14
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Find/SVP, Inc. on Form S-8 of our reports dated March 24, 2000, that have been
incorporated by reference in Registration Statement No. 333-2245 on Form S-8
(pertaining to the Find/SVP, Inc. 1996 Stock Option Plan), and that originally
appear in the Annual Report on Form 10-K of Find/SVP, Inc. for the year ended
December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
--------------------------
Deloitte & Touche LLP
Stamford, Connecticut
August 9, 2000
