As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Classica Group, Inc.
(exact name of issuer as specified in its charter)
New York 13-3413467
(State of incorporation) (federal ID number)
1835 Swarthmore Avenue
Lakewood, New Jersey 08701
(Address of Principal (Zip Code)
Executive Offices)
The Classica Group, Inc.
1998 Incentive and Non-qualified Stock Option Plan
(Full Title of the Plan)
With copy to:
Mr. Bernard F. Lillis, Jr. W. Raymond Felton, Esq.
Saratoga Brands Inc. Greenbaum, Rowe, Smith, Ravin,
1835 Swarthmore Avenue Davis & Himmel
Lakewood, New Jersey 08701 Metro Corporate Campus I
(732)363-3800 P.O. Box 5600
(Name, address and telephone Woodbridge, New Jersey 07095
number of agent for service) (732)549-5600
Appropriate Date of Commencement of Proposed Offer to Public: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
| | Proposed | Proposed |
| | maximum | maximum |
Title of Proposed | Amount | offering | aggregate | Amount of
securities to | to be | price per| offering | registration
be registered | Registered(1)| share (2)| price(2) | fee
-----------------------------------------------------------------------
| | | |
Common Stock; | | | |
$.001 par value | 550,000 | | |
per share | shares | $5.50 |$1,500,250 | $417.07
-----------------------------------------------------------------------
1) An undetermined number of additional shares may be issued as a result of
stock dividends, stock splits or other recapitalizations.
2) These shares of Common Stock represent the shares of Common Stock with
respect to which options may have been granted under the 1998 Incentive and
Non-Qualified Stock Option Plan. Under the 1998 Incentive and Non-Qualified
Stock Option Plan 275,000 options have been granted at $1.25, and 100,000
options have been granted at $1.94. All other shares are to be offered at prices
not presently determinable. Pursuant to Rule 457(h), the option price for
these shares is estimated solely for the purpose of determining the registration
fee and is based upon the closing price of the Common Stock on August 7, 2000
which was $5.50 as reported by the NASDAQ.
Page 1 of 13
Exhibit Index on Page II-2
Cross reference sheet showing the location in the Prospectus of information
required to be included in the Prospectus in response to Items of Form S-8.
Item Caption or Sub-Caption in Prospectus Page
1. Plan Information . . . . . . . . . . . . . . . . . 6
2. Registrant Information and Employee Plan
Annual Information . . . . . . . . . . . . . . . 6
3. Incorporation of Documents by Reference . . . . . . 12
4. Description of Securities . . . . . . . . . . . . . 10
5. Interests of Named Experts and Counsel . . . . . . N/A
6. Indemnification of Officers and Directors . . . . . 10
7. Exemption From Registration Claimed . . . . . . . . N/A
8. Exhibits . . . . . . . . . . . . . . . . . . . . . 13
9. Undertakings . . . . . . . . . . . . . . . . . . . 13
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PROSPECTUS
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Classica Group, Inc.
1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
---------------------------------------------
550,000 SHARES OF COMMON STOCK
($.001 PAR VALUE PER SHARE)
---------------------------------------------
Options for shares (the "Shares") of the common stock, $.001 par value
per share (the "Common Stock") of The Classica Group, Inc.(the "Company")
covered by this Prospectus have been, and may in the future be, granted by the
Company to employees (including officers and directors) of the Company under the
1998 Incentive and Non-qualified Stock Option Plan (the "Plan"). Each employee
receiving an option is offered the opportunity to purchase the number of Shares
specified in such option at a price and on the terms set forth therein.
The net proceeds of the offering covered hereby are not now
determinable as such proceeds will depend upon the number of shares offered, the
number of shares purchased, prevailing market prices and expenses incurred.
However, the maximum gross proceeds will be $1,500,250.
It is advisable for an optionee to consult with legal counsel
concerning the securities and tax law implications of his acquisition or
disposition of shares under the Plan.
Any officer, director or beneficial owner of more than 10% of our
common stock who holds an option under the Plan should consider the
applicability of Section 16 of the Securities Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any of
the Company's common stock acquired thereby.
Our principal executive office is located at 1835 Swarthmore Avenue,
Lakewood, New Jersey 08701 and the telephone number of such office is
(732)363-3800.
The date of this Prospectus is August 10, 2000.
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TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION.......................................... 5
INTRODUCTION .................................................. 6
PURPOSE AND ADMINISTRATION OF THE PLAN ........................ 6
DESCRIPTION OF OPTIONS AND TAX STATUS.......................... 7
Award of options ...................................... 7
Eligibility............................................ 7
Termination and Amendment.............................. 7
Option Price........................................... 8
Nontransferability .................................... 8
Federal Income Tax Treatment of Incentive and
Non-Qualified Stock Options ..................... 8
RESTRICTIONS ON RESALE OF COMMON STOCK ........................ 9
DESCRIPTION OF CAPITAL STOCK .................................. 10
General ............................................... 10
Common Stock .......................................... 10
Registrar and Transfer Agent .......................... 10
LEGAL MATTERS ................................................. 10
INDEMNIFICATION OF OFFICERS AND DIRECTORS ..................... 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............... 12
ADDITIONAL INFORMATION ........................................ 11
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AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, Washington, D.C. 20049 and at the following regional
offices of the Commission: New York Regional Office, Room 1400, 75 Park Place,
New York, New York 10007; and Chicago Regional Office, Room 3190, Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60611.
Copies of such material can also be obtained from the Public Reference Section
of the Commission in Washington, D.C. (at the address above) at prescribed
rates.
Our Common Stock is traded on the NASDAQ Small Cap Market System
(symbol "TCGI").
This Prospectus omits certain information contained in the Registration
Statement on file with the Commission with respect to the Shares offered hereby.
The information omitted may be obtained from the Commission's office in
Washington, D.C. (at the address above) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
We will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference in the
Registration Statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically incorporated by reference). Requests for
such copies should be directed to the Corporate Secretary, The Classica Group,
Inc., 1835 Swarthmore Avenue, Lakewood, New Jersey 08701, (732) 363-3800.
We furnish our shareholders with annual reports containing audited
financial statements.
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INTRODUCTION
We have adopted the Plan pursuant to shareholder approval on June 9,
1998. Under the Plan, Shares may be offered to employees of the Company in
accordance with the Plan as described herein. These offers are, or will be, made
at the prices and on the terms and conditions contained in the respective stock
option agreements between us and the recipients of stock option grants.
Our principal executive offices and telephone number are set forth on
the Cover Page of this Prospectus.
Following is a summary of the Plan, which is qualified in its entirety
by reference to the Plans and certain other agreements which have been filed
previously with the Securities and Exchange Commission and are incorporated by
reference to the Registration Statement on Form S-8 relating to this Prospectus.
PURPOSE AND ADMINISTRATION OF PLAN
We believes that the Plan provide valuable incentives for our
employees and by providing an opportunity for investment in our Common Stock, as
an inducement for such individuals to remain with us, and thereby encouraging
them to increase their efforts to make the our business more successful.
Pursuant to the terms of the Plan, 500,000 additional Shares are
reserved for issuance under the Plan. In the event there is any change in the
number of our issued shares without new consideration to the us (such as by
stock dividends or stock splits) or in the event that the number of our
outstanding shares is changed into or exchanged for a different number of shares
of Common Stock or other securities of our or of another corporation, whether
through reorganization, recapitalization, split-up, combination of shares,
merger or consolidation, the number of Shares reserved for issuance under the
Plans, the number of Shares subject to any outstanding option and the option
price per Share of each outstanding stock option shall be appropriately
adjusted. In the event there is any change in the number or kind of outstanding
shares of Common Stock or of any shares or other securities into which such
shares of Common Stock have been changed or exchanged, other than the
transactions specified in this paragraph, equitable adjustment in the options
may be made in the sole discretion of our Board of Directors.
We will provide reports to participants as to the amount and status of
their accounts upon request.
The Plan is administered by our Board of Directors or by the
Compensation Committee (the "Committee") of the Board of Directors which is
composed of not less than two members of the Board, each of whom must be a
"disinterested person" as used in Rule 16b-3 under the Securities Exchange Act
of 1934. We currently have two disinterested directors and the Plans are
therefore administered by them.
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DESCRIPTION OF OPTIONS AND TAX STATUS
The Plan provides for the grant of incentive and non-qualified stock
options. A description of these options and certain federal income tax aspects
associated therewith is set forth below. Because tax results may vary due to
individual circumstances, each participant in the Plan is urged to consult his
or her personal tax advisor with respect to the federal and state tax
consequences of the exercise of an option or the sale of stock received upon the
exercise thereof.
Award of Options
Options may be granted under the Plan to all of our employees
(including employees who are officers and/or directors). There is no specific
limitation on the number of Shares with respect to which options may be granted
to any individual under the Plan.
Eligibility
Under the Plan options to purchase shares shall be granted only to
employees (the term "employee" shall include officers as well as other key
employees, and shall include directors who are also employees) of and
consultants it being our intention that awards shall be made only to persons who
satisfy the definition of "employee" contained in Rule 405 under the Act.
Termination and Amendment
The Board may amend,suspend, or terminate the Plan at any time provided
that no such modification shall impair the rights of any recipient under any
award.
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Option Price
The Plan provides that the option price with respect to each option
will be determined by the Plan's administrators, but, in the case of incentive
stock options, shall not be less than 100% (110%, in the case of incentive stock
options granted to 10% Shareholders) of the fair market value of the Common
Stock on the date the option is granted. Payment of the option price shall be
made in cash or certified check.
Nontransferability
Each option granted under the Plan is not transferable by the holder
except by will or the laws of descent and distribution of the State wherein the
holder is domiciled at the time of his death.
Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options
Currently, an employee will not be deemed to have realized income
upon the grant of a non-qualified stock option unless the option has a readily
ascertainable fair market value at the time it is granted. Generally, an
employee will recognize ordinary income upon the exercise of a non-qualified
stock option (or, if the stock subject to the option is restricted within the
meaning of Code Section 83 and the employee does not otherwise elect to
recognize income upon the exercise of the stock option, at such time as the
Shares become transferable or are no longer subject to a substantial risk of
forfeiture) in an amount equal to the excess (if any) of the fair market value
of the Shares purchased, at the time of exercise, over the exercise price. We
will be entitled to deduct an amount equal to the amount included as income by
the employee for the our taxable year which includes the close of the employee's
taxable year in which the income is included by the employee.
An employee will also not be deemed to have received income upon the
grant of an incentive stock option or, except as noted below, upon the exercise
of such option. Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares, the optionee will generally recognize capital gain or loss measured by
the difference between the amount realized on the sale and the price paid for
the shares. If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares will be treated as ordinary income to the extent of
the lesser of the excess of the fair market value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option price. We will be allowed a deduction at the time of
sale in the amount of the ordinary income recognized by the optionee. The
balance of any gain realized will be treated as long-term or short-term capital
gain, depending upon the length of time the shares were held by the optionee.
Generally, the excess of the fair market value of an incentive stock
option at the time of exercise (or, if the stock subject to the option is
restricted within the meaning of Code Section 83, at such time as the shares
become transferable or are not longer subject to a substantial risk of
forfeiture), over the option price constitutes an item of tax preference for
purposes of the alternative minimum tax. Thus, under certain circumstances, the
exercise of an incentive stock option will result in a tax at the time of
exercise.
There can be no assurance that the Code or the Regulations promulgated
thereunder will not be amended to change these tax consequences.
Reference should be made to the applicable provisions of the Code and
to the Regulations promulgated thereunder for more detailed information as to
the tax treatment of options granted pursuant to the Plan. Optionees should
consult their tax advisors with specific reference to their own tax situations
and with regard to potential changes in the applicable laws.
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RESTRICTIONS ON RESALE OF COMMON STOCK
While the Plans do not place restrictions on the resale of Shares
acquired thereunder, Shares acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the Securities Act of 1933, as amended (the
"Act"), may only be resold pursuant to the registration requirements of the Act,
Rule 144, or another applicable exemption therefrom. Generally, sales of
securities, including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions under
the Plans) and dispositions of Shares by an officer, director or certain of our
affiliates within any six-month period may give rise to our right bto recapture
any profit from such transactions pursuant to Section 16(b) of the Securities
Exchange Act of 1934.
It is advisable for a participant to consult with legal counsel
concerning the securities law implications of his exercise of options and his
acquisition or disposition of Shares under the Plan.
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DESCRIPTION OF CAPITAL STOCK
General
Our authorized common stock consists of 25,000,000 shares, par value
$.001 per share. On August 10, 2000, 1,269,833 shares of Common Stock were
outstanding.
Common Stock
Each share of Common Stock has one vote on all matters presented to the
shareholders.
Since the Common Stock does not have cumulative voting rights, the holders of
more than 50% of the shares may, if they choose to do so, elect all the
directors and, in that event, the holders of the remaining shares will not be
able to elect any of the our directors. The holders of Common Stock are entitled
to dividends when and as declared by the Board of Directors and are entitled on
liquidation to all assets remaining after payment of or provision for claims
against us. The Common Stock has no preemptive or other subscription rights.
There are no conversion rights or sinking fund provisions with respect to the
Common Stock.
Registrar and Transfer Agent
The registrar and transfer agent for our Common Stock is Signature
Stock Transfer, Inc., 14675 Midway Road, Suite 221, Dallas Texas 75244.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for us by Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel, Woodbridge, New Jersey.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the provisions referenced in
this Registration Statement 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other that 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 hereunder, 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 expresses in the securities Act and will be governed by
the final adjudication of such issue.
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ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement filed by
us with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to us and the securities to which this Prospectus
relates. Statements herein contained concerning the provisions of any document
are not necessarily complete, and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement. Each
such statement is qualified in its entirety by such reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Our Annual Report of Small Business Issuers on Form 10-K for the
year ended December 31, 1999.
(b) All other reports, if any, filed by us pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for periods since December 31,1999.
All documents subsequently filed by us pursuant to Section 13(a), 13(c)
and 15(d) of the Securities Exchange Act of 1934, 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
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Information regarding our securities is included on Page 8 of the
Prospectus comprising part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Information regarding indemnification of directors and officers is
included on page 9 of the Prospectus comprising a part of this Registration
Statement.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Exhibits
5 Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
as to the shares of Common Stock being registered.
10(ai) 1998 Incentive and Non-qualified Stock Option Plan.
24.1 Consent of Deloitte & Touche LLP, Certified Public
Accountants
24.3 Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
(contained in its opinion filed as Exhibit 5).
25 Power of Attorney Regarding Registration Statement.
Item 9. Undertakings
The registrant of the securities being registered hereby undertakes:
(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 Statement:
(i) to include any prospectus required by section 10(a)() 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;
(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.
(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 offering of such
securities at that time shall 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; provided, however, that the undertakings set forth in paragraphs
(1) and (2) above 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 this
Registration Statement.
(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(d) of the Securities Exchange Act of 1934 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.
(5) To deliver or cause to be delivered with the prospectus, to each
employee to whom the prospectus is sent or given, a copy of the Registrant's
Annual Report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy of
such report, on written request of the employees. If the last fiscal year of the
registrant has ended within 120 days prior to the use of the prospectus, the
Annual Report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each employee.
(6) To transmit or cause to be transmitted to all employees participating
in the Plan who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
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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 Township of Lakewood, State of New Jersey, on the 11th day of
August, 2000
Saratoga Brands Inc.
By:/s/ Scott G. Halperin
Scott G. Halperin
Chairman of the Board
Chief Executive Officer
By:/s/ Bernard F. Lillis, Jr.
Bernard F. Lillis, Jr.
Chief Financial Officer
Chief Operating Officer
Director
By:/s/ Joseph Greene
Joseph Greene
Director
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