<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BERLITZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
NEW YORK 13-355-0016
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
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400 ALEXANDER PARK
PRINCETON, NJ 08540-6306
(609) 514-9650
(Address of Principal Executive Offices) (Zip Code)
BERLITZ INTERNATIONAL, INC. STOCK OPTION PLAN
(Full title of the plan)
ROBERT C. HENDON, JR., ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
BERLITZ INTERNATIONAL, INC.
400 ALEXANDER PARK
PRINCETON, NJ 08540-6306
(Name and address of agent for service)
(609) 514-3032
(Telephone number, including area code, of agent for service)
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COPY TO:
MATTHEW NIMETZ, ESQ.
Paul, Weiss Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(3)
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per
share.............................. 503,225 $29.31 $14,749,524 $4,100
</TABLE>
(1) Consists of 503,225 shares reserved for issuance under the Berlitz
International, Inc. Stock Option Plan.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h)(1) under the Securities Act of 1933,
as amended.
(3) One wire transfer in the amount of $4,100 has been included with this filing
in payment of the total filing fee.
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<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Berlitz International, Inc.
(the "Company") to participants in the Berlitz International, Inc. Stock Option
Plan (the "Plan") as required by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), has been prepared in accordance with the
requirements of Form S-8 and relates to shares of common stock, par value $.10
per share (the "Common Stock"), reserved for issuance pursuant to the Plan. The
Plan information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Rule 428
under the Securities Act. The Company shall provide to participants in the Plan
a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference herein, as is
required by Item 2 of Part I of Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-10390) with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended September 30, 1998, June 30, 1998 and March 31, 1998;
3. The Company's Current Report on Form 8-K filed with the Commission on
October 9, 1998; and
4. The description of the Common Stock set forth in the Company's
registration statement on Form S-4 filed January 8, 1993 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating any such description.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722(a) of the New York Business Corporation Law (the "BCL") provides
that a New York corporation may indemnify any person who was or is a party or is
threatened to be made a party to any action or proceeding (other than an action
by or in the right of the corporation), whether civil or criminal, by reason of
the fact that he is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against judgments, fines, amounts
paid in settlement and reasonable expenses incurred by him in connection with
such action, suit or proceeding if he acted, in good faith, for a purpose which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect of any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 722(c) of the BCL provides that a New York corporation may indemnify
any person who was or is a party or is 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 such person acted in any of the capacities set forth
above, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action or suit if he acted under similar standards as set forth above, except
that no indemnification may be made in respect of (i) a threatened or pending
action which is settled or otherwise disposed of or (ii) 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 a court determines
II-1
<PAGE>
that such person is fairly and reasonably entitled to be indemnified for such
portion of the settlement amount and expenses which the court deems proper.
Section 721 of the BCL provides that indemnification and advancement of
expenses provided for by Article 7 of the BCL shall not be deemed exclusive of
any other rights to which a director or officer may be entitled. Section 726
provides that the corporation may purchase and maintain insurance to indemnify
directors and officers of the corporation against any liability asserted against
them or incurred by them in any such capacity or arising out of their status as
such whether or not the corporation would have the power to indemnify them
against such liabilities under Article 7.
The Company's Restated Certificate of Incorporation and By-laws provide for
indemnification of the Company's directors, officers and employees to the
fullest extent permitted by law. The Company's Restated Certificate of
Incorporation also provides that directors of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
beach of fiduciary duty as a director. As a result of this provision, the
Company and its stockholders may be unable to obtain monetary damages from a
director for beach of his or her duty of care.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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<C> <S>
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality of shares
of Common Stock being registered.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
</TABLE>
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* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration 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 the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) 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.
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<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the 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 the 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.
(b) The undersigned registrant hereby undertakes 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(d) of the
Securities Exchange Act of 1934, as amended, 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.
(c) 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 registrant's Restated Certificate of
Incorporation or by-laws, by contract, 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Princeton, State of New Jersey, on December 18, 1998.
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BERLITZ INTERNATIONAL, INC.
By: /s/ HIROMASA YOKOI
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Hiromasa Yokoi
VICE CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>
We, the undersigned officers and directors of Berlitz International, Inc.,
hereby severally constitute and appoint Hiromasa Yokoi and Robert C. Hendon,
Jr., and each of them singly, our true and lawful attorneys-in-fact with full
power to sign for us and in our names in the capacities indicated below, any and
all amendments, including post-effective amendments, to this registration
statement, and generally do all such things in our name and behalf in such
capacities to enable Berlitz International, Inc. to comply with the applicable
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorney to any and all such
amendments.
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 dates indicated:
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SIGNATURES TITLE DATE
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<C> <S> <C>
/s/ SOICHIRO FUKUTAKE
- ------------------------------ Chairman of the Board December 18, 1998
Soichiro Fukutake
/s/ HIROMASA YOKOI Vice Chairman of the
- ------------------------------ Board, Chief Executive December 18, 1998
Hiromasa Yokoi Officer and President
/s/ SUSUMU KOJIMA
- ------------------------------ Executive Vice President December 18, 1998
Susumu Kojima and Director
/s/ ROBERT MINSKY
- ------------------------------ Executive Vice President December 18, 1998
Robert Minsky and Director
Executive Vice President,
/s/ MANUEL FERNANDEZ Chief Operating
- ------------------------------ Officer--Worldwide December 18, 1998
Manuel Fernandez Language Instruction and
Director
</TABLE>
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<PAGE>
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<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ HENRY JAMES Executive Vice President,
- ------------------------------ Chief Financial Officer December 18, 1998
Henry James and Director
/s/ EDWARD G. NELSON
- ------------------------------ Director December 18, 1998
Edward G. Nelson
/s/ ROBERT L. PURDUM
- ------------------------------ Director December 18, 1998
Robert L. Purdum
/s/ TAKURO ISODA
- ------------------------------ Director December 18, 1998
Takuro Isoda
/s/ KAZUO YAMAKAWA
- ------------------------------ Director December 18, 1998
Kazuo Yamakawa
</TABLE>
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INDEX TO EXHIBITS
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SEQUENTIAL PAGE
EXHIBITS NUMBER
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<C> <S> <C>
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality of shares of
Common Stock being registered........................................................
23.1 Consent of Deloitte & Touche LLP.......................................................
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1)..........
24.1 Power of Attorney (included on the signature page hereto)..............................
</TABLE>
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<PAGE>
Exhibit 5.1
December 18, 1998
Berlitz International, Inc.
400 Alexander Park
Princeton, NJ 08540
Ladies and Gentlemen:
We are furnishing this opinion at your request in connection with
the registration statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), being filed today by
Berlitz International, Inc., a New York corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") relating to
503,225 shares (the "Shares") of common stock, par value $.10 per share, of
the Company to be offered under the Company's Stock Option Plan (the "Option
Plan").
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of (i) the
Registration Statement,
<PAGE>
2
(ii) the Restated Certificate of Incorporation of the Company, (iii) the
Restated By-laws of the Company, (iv) the Option Plan and (v) all those
corporate records, agreements and other instruments of the Company, and all
those other documents, as we have considered necessary in order to form a
basis for our opinion. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company and of
public authorities.
In our examination of the above documents, we have assumed, without
independent investigation, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all of the latter documents and the
legal capacity of all individuals who have executed any of the documents.
Based upon the foregoing, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that, when issued in
accordance with the terms of the Option Plan, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the Business Corporation
Law of the State of New York. Our opinion is rendered only with respect to
the laws and the rules, regulations and orders under them which are currently
in effect.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the
<PAGE>
3
category of persons whose consent is required by the act or the rules
promulgated under the Act.
Very truly yours,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Berlitz International, Inc. on Form S-8 of our report dated February 25,
1998, appearing in the Annual Report on Form 10-K of Berlitz International,
Inc. for the year ended December 31, 1997.
Deloitte & Touche LLP
New York, New York
December 18, 1998
