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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WATERHOUSE INVESTOR SERVICES, INC.
(Exact name of registrant as specified in charter)
Delaware 13-3400568
(State or other Jurisdiction (I.R.S. Employer
of Incorporation) Identification)
100 Wall Street
New York, New York 10005
(Address of Principal Executive Offices)
WATERHOUSE INVESTOR SERVICES, INC. 1992 STOCK OPTION PLAN
(Full Title of the Plan)
LAWRENCE M. WATERHOUSE, JR.
CHIEF EXECUTIVE OFFICER
WATERHOUSE INVESTOR SERVICE, INC.
100 Wall Street
New York, New York 10005
(Name and address of agent for service)
(212) 806-3500
(Telephone number, including area code, of agent for service)
Copy to:
Denis R. Pinkernell, Esq.
Satterlee Stephens Burke & Burke LLP
230 Park Avenue
New York, New York 10169
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- ----------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities Being Price per Offering Registration
Being Registered Registered(1) Share(1) Price(1) Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$01. par value 1,218,750 shares $23.50 $28,640,625 $9,876
- ----------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 (c) and (h) and base upon the average of the high
and low prices of the Company's Common Stock on June 28, 1995 as
reported on the New York Stock Exchange.
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PART I
Pursuant to Part I of Form S-8, the information required by Item I of
Form S-8 is not filed as part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The annual Report of the Registrant on Form 10-K for the fiscal
year ended August 31, 1994
(b) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended November 30, 1994 and February 28, 1995.
(c) The Proxy Statement of the Registrant for the Annual Meeting
of Stockholders held February 7,1995.
(d) The description of the Registrant's Common Stock as set forth
in the Registrant's Form S-1 Registration Statement (File No.
33-13461).
All Documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
The registrant hereby undertakes to provide, without charge to each
participant in the Plan, on the written or oral request by any such person, a
copy of any and all of the documents that have been or may be incorporated by
reference, other than exhibits to such documents (unless such exhibits are
incorporated by reference). The request for such documents should be directed
to Richard H. Neiman, Secretary, Waterhouse Investor Services, Inc., 100 Wall
Street, New York, New York 10005, telephone (212) 806-3500.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Names Experts and Counsel.
The legality of the Common Stock offered hereby has been passed upon for
the Registrant by Satterlee Stephens Burke & Burke LLP
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LLP, 230 Park Avenue, New York, New York 10169. James F. Rittinger, a director
of the Company, is a Partner of Satterlee Stephens Burke & Burke LLP and is the
beneficial owner of 7013 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware, which provides for indemnification of directors and officers
in certain circumstances. Insofar as indemnification of liabilities arising
under the Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
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Exhibit No. Description
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<S> <C>
5 Opinion of counsel as to legality
of the securities being registered.
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Satterlee Stephens Burke
& Burke LLP (including in opinion filed
as Exhibit 5 hereto).
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Item 9. Undertakings.
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post- effective amendment to this
registration a statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this
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registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided, however, that the undertaking set forth in paragraphs (i) and (ii)
above do not apply if that information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(a) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 jurisdiction of
such issue.
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SIGNATURE
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 30th day
of June, 1995.
WATERHOUSE INVESTOR SERVICES, INC.
(Registrant)
By: /s/ Lawrence M. Waterhouse, Jr.
-------------------------------
Lawrence M. Waterhouse, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Lawrence M. Waterhouse, Jr. Chairman of the Board June 30, 1995
- ------------------------------- Chief Executive Officer,
Lawrence M. Waterhouse, Jr. Officer and Director
/s/ Frank J. Petrilli President, Chief Operating June 30, 1995
- ------------------------------- Officer and Director
Frank J. Petrilli
/s/ Barnard M. Siegel Senior Vice President, June 30, 1995
- ------------------------------- Chief Financial Officer
Barnard M. Siegel
/s/ Kenneth I. Coco Senior Vice President, June 30, 1995
- ------------------------------- Treasure and Director
Kenneth I. Coco
/s/ Frank E. Conti Senior Vice President June 30, 1995
- ------------------------------- Controller and Director
Frank E. Conti
/s/ Richard H. Neiman Executive Vice President, June 30, 1995
- ------------------------------- General Councel, Secretary
Richard H. Neiman and a Director
/s/ Peter A. Wigger Senior Vice President and Director June 30, 1995
- -------------------------------
Peter A. Wigger
Chairman Emeritus of June , 1995
- ------------------------------- the Board of Directors
Jerome Belson
President Emeritus June , 1995
- ------------------------------- and Director
Edward J. Nicoll
/s/ John H. Chapel Senior Vice President June 30, 1995
- ------------------------------- and Director
John H. Chapel
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<TABLE>
<S> <C> <C>
Director June , 1995
- -------------------------------
William J. Cardew
Director June , 1995
- -------------------------------
Arthur J. Radin
Director June , 1995
- -------------------------------
James F. Rittinger
Director June , 1995
- -------------------------------
George F. Staudter
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EXHIBIT INDEX
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Exhibit No. Description
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5 Opinion of counsel as to legality
of the securities being registered.
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Satterlee Stephens Burke
& Burke LLP (including in opinion filed
as Exhibit 5 hereto).
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EXHIBIT 5
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Exhibit 5
[FIRM LETTERHEAD]
June 29, 1995
Waterhouse Investor Services, Inc.
100 Wall Street
New York, New York 10005
Re: WATERHOUSE INVESTOR SERVICES, INC.
REGISTRATION STATEMENT FORM S-8
Gentlemen:
You have requested our opinion regarding the legality of the
authorization and issuance of an aggregate of up to 1,218,750 shares of Common
Stock, $.01 par value per share (the "Shares"), of Waterhouse Investor
Services, Inc., a Delaware Corporation (the "Corporation), that are being
registered for sale pursuant to a registration statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"). The Shares
represent Shares that may be issued pursuant to the exercise of a employee
stock options or other stock based awards under the Waterhouse Investor
Services, Inc. 1992 Stock Option Plan, as Amended (the "Plan").
In this regard, we have examined and are familiar with
resolutions of the Stockholders and Board of Directors of the Corporation
authorizing the issuance and sale of the Shares pursuant to the terms of the
plan and the filing of the Registration Statement as well as other actions
taken by the Board of Directors of the Corporation in connection with the
foregoing. In addition, we have verified such facts as we deem relevant to the
matters covered herein by this opinion.
Based upon the foregoing, having regard for such legal
considerations as we deem relevant to the matters covered herein, it is our
opinion that the Shares have been duly and validly authorized and, when sold
and delivered in accordance with the terms of stock option agreements or other
stock based awards entered into pursuant to the Plan, will be legally and
validly issued, fully paid and non-assessable with no personal liability
attaching to the ownership thereof under the laws of the State of Delaware.
We understand that a copy of this opinion will be filed as an
exhibit to the Registration Statement and we hereby consent to such filing.
SATTERLEE STEPHENS BURKE & BURKE LLP
By: /s/ Denis R. Pinkernell
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Denis R. Pinkernell
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EXHIBIT 23 (A)
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 21, 1994, which appears on
page 22 of the Annual Report on Form 10-K of Waterhouse Investor Services, Inc.
for the year ended August 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 37 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York 10036
July 5, 1995
