As filed with the Securities and Exchange Commission on December 31, 1996
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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THE NETPLEX GROUP, INC.
NEW YORK 11-2824578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8260 GREENSBORO DRIVE, 5TH FLOOR 22102
MCLEAN, VIRGINIA (Zip Code)
(Address of principal executive offices)
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1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN,
1995 DIRECTORS' STOCK OPTION PLAN AND 1995 CONSULTANT'S STOCK OPTION PLAN
(Full Title of the Plan)
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GENE ZAINO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE NETPLEX GROUP, INC.
8260 GREENSBORO DRIVE, 5TH FLOOR
MCLEAN, VIRGINIA 22102
(Name and Address of agent for service)
(703) 356-3001
(Telephone number, including area code, of agent for service)
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WITH A COPY TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
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Approximate date of proposed sales pursuant to the
plan: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- --------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock
$.001 par value 3,000,000 shares(1)(2) $2.935925 $8,807,775 $2,669.02
- --------------------------------------------------------------------------------------------------
Common Stock
$.001 par value 100,000 shares(1)(3) $3.168 $ 316,800 $96.00
- --------------------------------------------------------------------------------------------------
Common Stock
$.001 par value 800,000 shares(4) $3.375 $2,700,000 $818.18
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</TABLE>
<PAGE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the 1992 Incentive and Non-Qualified Stock Option
Plan (the "1992 Plan") of The Netplex Group, Inc. (the "Company"), the 1995
Directors' Stock Option Plan (the "1995 Plan") of the Company, and the Company's
1995 Consultant's Stock Option Plan (the "Consultant's Plan").
(2) Includes 2,509,000 shares with respect to which options were granted under
the 1992 Plan at an average exercise price of $2.85. An additional 491,000
shares may be offered under the 1992 Plan at prices not presently determined.
Pursuant to Rule 457(g) and (h), the offering price for the shares which may be
issued under the 1992 Plan is estimated solely for the purpose of determining
the registration fee and is based on the average of the high and low prices of
the Company's Common Stock ($3.375) as reported by the OTC Electronic Bulletin
Board ("OTC") on December 24, 1996.
(3) Includes 60,000 shares with respect to which options were granted under the
Directors' Plan at an average exercise price of $3.03. An additional 40,000
shares may be offered under the 1995 Plan at prices not presently determined.
Pursuant to Rule 457(g) and (h), the offering price for the shares which may be
issued under the 1995 Plan is estimated solely for the purpose of determining
the registration fee and is based on the average of the high and low prices of
the Company's Common Stock ($3.375) as reported by the OTC on December 24, 1996.
(4) Consists of 800,000 shares with respect to which options may be granted
under the Consultant's Plan. Pursuant to Rule 457(g) and (h), the offering price
for the shares which may be issued under the Consultant's Plan is estimated
solely for the purpose of determining the registration fee and is based on the
average of the high and low prices of the Company's Common Stock ($3.375) as
reported by the OTC on December 24, 1996.
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PROSPECTUS
760,000 SHARES
THE NETPLEX GROUP, INC.
Common Stock, $.001 par value
This Prospectus relates to the reoffer and resale by certain selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the "Shares") of Common Stock, $.001 par value (the "Common Stock") of The
Netplex Group, Inc. (the "Company") that may be issued by the Company to the
Selling Shareholders upon the exercise of outstanding stock options granted
pursuant to (i) the Company's 1995 Incentive and Non-Qualified Stock Option Plan
(the "1992 Plan") and (ii) the Company's 1995 Directors' Stock Option Plan (the
"1995 Plan"). Certain Selling Shareholders may be deemed affiliates of the
Company as such term is defined by Rule 405 of the Securities Act of 1933, as
amended (the "Act"). With respect to the Shares that may be issued to any of the
Selling Shareholders or additional persons who may be deemed affiliates under
the 1992 Plan and the 1995 Plan, this Prospectus also relates to certain Shares
underlying options which have not as of this date been granted. If and when such
options are granted, the Company will distribute a Prospectus Supplement as
required by the Act.
The offer and sale of the Shares to the Selling Shareholders have been
previously registered under the Act. The Shares are being reoffered and may be
resold for the account of the Selling Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
the OTC Electronic Bulletin Board ("OTC") or such other market on which the
Shares are traded, in negotiated transactions or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated. See "Plan
of Distribution." The Company will bear all expenses in connection with the
preparation of this Prospectus.
The Common Stock of the Company is traded on OTC under the symbol
"NTPL". On December 24, 1996, the closing price for the Common Stock, as
reported by the OTC, was $3.375.
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 date of this Prospectus is December 31, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION........................................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................. 3
GENERAL INFORMATION.......................................................... 5
CORPORATE HISTORY............................................................ 5
RISK FACTORS................................................................. 8
USE OF PROCEEDS.............................................................. 12
SELLING SHAREHOLDERS......................................................... 12
PLAN OF DISTRIBUTION......................................................... 13
LEGAL MATTERS................................................................ 13
EXPERTS...................................................................... 14
ADDITIONAL INFORMATION....................................................... 14
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1995.
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended October 31, 1995, December 31, 1995, March 31, 1996,
June 30, 1996 and September 30, 1996.
(c) The Company's Current Reports on Form 8-K filed on January 9,
1996, on June 7, 1996, as amended, and on December 4, 1996.
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the
Commission on March 8, 1993.
All 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 Prospectus and prior
to the termination of this offering 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. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to Mr.
Matthew Jones, Chief Financial Officer, 8260 Greensboro Drive, 5th Floor,
McLean, Virginia 22102, telephone number (703) 356-3001.
The Company intends to furnish its shareholders with annual reports
containing financial statements audited and reported upon by its independent
accounting firm, quarterly reports containing
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<PAGE>
unaudited interim financial information and such other periodic reports as the
Company may determine to be appropriate or as may be required by law.
This Prospectus includes references to trademarks of entities other
than the Company which have reserved all rights with respect to their respective
trademarks.
----------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
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<PAGE>
GENERAL INFORMATION
THE COMPANY
The Netplex Group, Inc., a New York corporation (the "Company"),
headquartered in McLean, Virginia, is an information technology solutions
provider. Its address is 8260 Greensboro Drive, 5th Floor, McLean, Virginia
22102 and its telephone number is (703) 356-3001. Its Worldwide Web site address
is www.netplexgroup.com.
The Company's core business involves the offering of professional
technical services to large organizations (generally Fortune 2,000 type
companies) who require assistance integrating information technology into their
businesses. The Company's customers include large banks, pharmaceutical
companies and financial services institutions. The Company employs approximately
300 full-time professional technical employees and has access to a database of
an additional 15,000 technical consultants who may be contracted for hire on an
as needed basis. The Company's services focus on the design, implementation, and
management of large network-based systems. Occasionally, the Company may resell
certain technology products in order to deliver customers fully integrated
system-solutions. The Company's specific areas of expertise include Network and
System Management, Database Integration, Help Desk Automation, Disaster Recovery
Planning, Information Systems Security, Local Area Network Integration, Intranet
Deployment, Remote and Mobile Workforce Automation, and Law Firm Office
Automation.
The Company engages in project assignments throughout North America and
has offices in the New York City, Central New Jersey, Chicago and Washington
D.C. metropolitan markets.
CORPORATE HISTORY
The Company is a New York corporation incorporated in 1986 under the
name CompLink, Ltd. In March 1993 the Company consummated an initial public
offering and received net proceeds of approximately $4,700,000 and received an
additional approximately $6,000,000 in October 1993 through the exercise of
warrants issued in connection with the initial public offering. The Company's
initial public offering was underwritten by the Underwriter. In December 1993,
the Company consummated a merger with Technology Development Systems, Inc., an
Illinois corporation ("TDS") which became a wholly-owned subsidiary of the
Company. On June 7, 1996, a wholly-owned subsidiary of the Company merged with
and into The Netplex Group, Inc. ("Netplex Virginia"), a Virginia corporation,
and a second wholly-owned subsidiary of the Company merged with and into
America's Work Exchange, Inc. ("AWE"), a New York corporation. Upon consummation
of the mergers, Netplex Virginia and AWE became wholly-owned subsidiaries of the
Company (the "Mergers"). As
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consideration for the Mergers, the Company issued an aggregate of 3,245,295
shares of Common Stock to the shareholders of Netplex and AWE, including an
aggregate of 1,263,930 shares to Gene Zaino, who was a Director of the Company
and is now the President and Chief Executive Officer of the Company. Netplex
Virginia changed its name to The Netplex System Integration Group, Inc. and the
Company changed its name to The Netplex Group, Inc.
As a result of the Mergers, there was a change of control of the
Company in that, as of the consummation of the Mergers, approximately 50.4% of
the outstanding shares of the Company are now held by the former shareholders of
Netplex Virginia and AWE (60.7% of the outstanding shares of the Company's
Common Stock if all of the Company options issuable in exchange for Netplex
Virginia options and AWE options are exercised). The Mergers have been accounted
for under the purchase method of accounting as a reverse merger, since the
shareholders of the acquirees, which have common control, received the larger
percentage of the voting rights of the combined entity. The Mergers resulted in
a recapitalization of the accounting of CompLink, Ltd. so that the resulting
capitalization of the Company after the Mergers were that of CompLink, Ltd.'s
(the Company prior to Mergers) after giving effect to the new share issuance and
the elimination of CompLink, Ltd.'s accumulated deficit. The acquisition of the
assets and liabilities of CompLink, Ltd. have been accounted for at book value,
which approximates fair value. For a further discussion of the Mergers, see the
Company's (i) Proxy Statement for Special Meeting of Shareholders held on May
24, 1996, (ii) Form 10-QSB for the six-months ended June 30, 1996 and (iii) Form
8-K, dated June 7, 1996, as amended. Unless otherwise indicated herein,
references to the Company include its wholly-owned subsidiaries, Netplex
Virginia, AWE and TDS.
RECENT DEVELOPMENTS
In September 1996, the Company received approximately $3,000,000 in net
proceeds from the consummation of the 1996 Private Placement whereby the Company
issued the Convertible Preferred Stock and granted the 1996 Warrants.
On October 21, 1996 the Company filed an application for the relisting
of its Common Stock on the Nasdaq Small Cap Market ("Nasdaq"). While the Company
believes that it meets the requirements for listing its Common Stock on Nasdaq,
there can be no assurance that such listing will be approved by Nasdaq. If the
Company's listing is not approved by Nasdaq the Company will continue to have a
limited trading market for its securities.
On November 5, 1996 the Company reached an agreement for the sale of
its WorldLink(TM) Remote and Mobile Workforce automation software (the
"Product") developed and distributed by its wholly- owned subsidiary Technology
Development Systems, Inc. ("TDS"). The
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sale price is $3.5 million payable in cash at closing, originally expected to be
November 15, 1996. On November 19, 1996, the Company closed a portion of the
sale with the buyer for a purchase price of $2.0 million in cash. The Company
and the buyer agreed to continue negotiations for the remaining portion of the
transaction. Finalization of the sale of the Product is expected by year end,
but, there can be no assurance that the remaining portion of this transaction
will be completed.
The Company will continue to support WorldLink's(TM) existing customers
and has formed a practice unit to provide Remote and Mobile Workforce Automation
services.
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<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS
WELL AS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
OPERATING LOSSES. The Company had a net loss of $1,783,326 for the nine
months ended September 30, 1996. The Company anticipates that losses, on a
consolidated basis, will continue until such time, if ever, that it can generate
sufficient revenues from the sales of its products and services to cover
operating costs. There can be no assurance that the Company's operations, on a
consolidated basis, will become profitable or that the Company, on a
consolidated basis, will ever be able to generate cash flows sufficient to meet
its operating costs and sustain its operations.
LIMITED WORKING CAPITAL; POSSIBLE NEED FOR ADDITIONAL FINANCING;
UNCERTAINTY OF CAPITAL FUNDING. As of September 30, 1996, the Company had
working capital of $2,614,910. Management believes that its existing resources
will be adequate for the Company's cash needs through December 31, 1997. Beyond
such period, the Company may need to raise substantial additional capital to
fund its operations. There can be no assurance that additional financing will be
available on acceptable terms or available at all. If additional funds are
raised by issuing equity securities, further dilution to shareholders will
result. If adequate funds are not available, the Company may be required to
delay, curtail, reduce the scope of or eliminate (i) the expansion of its
operations and/or (ii) its marketing and sales efforts which could materially
adversely affect the financial and business operations of the Company.
CONTROL OF THE COMPANY BY FORMER NETPLEX VIRGINIA AND AWE SHAREHOLDERS.
The former shareholders of Netplex Virginia and AWE currently own a majority of
the outstanding shares of the Common Stock, with Gene Zaino, currently the
President and Chief Executive Officer of the Company, owning 19.6%, and Michael
O'Connor, John Thompson, Stanley Fischer and Scott Pogoda owning collectively
approximately 28.2%, and together with Mr. Zaino, approximately, 47.8%, of the
outstanding shares of the Common Stock. Accordingly, the former shareholders of
Netplex Virginia and AWE as a group, and Mr. Zaino and the other individuals
named above in particular, will be in a position to control the election of
directors and other corporate matters that require the vote of the Company's
shareholders.
RELIANCE ON MAJOR CUSTOMER. Two customers of Netplex Virginia accounted
for approximately 33% and 22% of Netplex Virginia's revenues for the year ended
December 31, 1995. The contract with
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one such customer is terminable at will and the Company completed its
obligations under the other contract. No customer accounted for more than 10% of
the Company's revenues for the nine-months ended September 30, 1996.
POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS. Variations in the
Company's revenues and operating results could occur from time to time as a
result of a number of factors, such as the number and dollar value of client
engagements commenced and completed during a quarter, the number of working days
in a quarter and employee hiring and utilization rates. The timing of revenues
is difficult to forecast because the Company's sales cycle is relatively long in
the case of new clients and may depend on factors such as the size and scope of
assignments and general economic conditions. Because a high percentage of the
Company's expenses are relatively fixed, a variation in the timing of the
initiation or the completion of client assignments, particularly at or near the
end of any quarter, can cause significant variations in operating results from
quarter to quarter and could result in reported losses for that quarter. The
Company's engagements generally are terminable at will and at the discretion of
the client. An unanticipated termination of a major project could require the
Company to maintain or terminate under-utilized employees, resulting in a higher
than expected number of unassigned persons or higher severance expenses. While
professional staff must be adjusted to reflect active projects, the Company must
maintain a sufficient number of senior professionals to oversee existing client
projects and participate with its sales force in securing new client
assignments. Because some of the Company's engagements are performed on a
fixed-price basis, the Company also bears the risk of cost overruns and
inflation. The Company's operating results may also vary depending on factors
such as new product introductions by the Company and others, and market
acceptance of new and enhanced versions of the Company's products.
DEPENDENCE UPON KEY PERSONNEL. The Company's future success will depend
in large part on the continued services of Gene Zaino, the Company's President
and Chief Executive Officer, and of the Company's technical, marketing, sales
and management personnel, as well as on its ability to continue to attract,
motivate and retain highly qualified employees. The Company has applied for a
$1,000,000 key man insurance policy on the life of Mr. Zaino. The Company's
employees may voluntarily terminate their employment at any time. Competition
for such employees is intense, and the process of locating technical, marketing,
sales and management personnel with the combination of skills and attributes
required to execute the Company's strategy is often lengthy. The Company
believes that it will need to hire additional technical personnel in order to
enhance existing products and to develop new products and to hire new sales
personnel in order to sell their products. If the Company is unable to hire
additional technical personnel, the development of new products and enhancements
will likely be delayed. If the Company is unable to hire additional sales
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personnel, the sale of existing and new products will likely be adversely
impacted. The inability to attract new personnel could have a material adverse
effect upon the Company's results of operations and research and development
efforts. In particular, the Company's success will depend in large part upon its
ability to attract and retain qualified project managers. While to date the
Company has had no difficulty in attracting and retaining qualified employees,
qualified project managers are in particularly great demand and are likely to
remain a limited resource for the foreseeable future and, accordingly, there can
be no assurance that the Company will be able to retain and attract qualified
project management.
COMPETITION. The Company provides information technology services. The
information technology services market comprises a large number of participants,
is subject to rapid changes, and is highly competitive. The market includes
participants from a variety of market segments, including systems consulting and
integration firms, contract programming companies, the professional service
groups of computer equipment companies such as Hewlett-Packard Company, IBM,
Unisys Corporation and Digital Equipment Corporation, facilities management and
MIS outsourcing companies, "Big Six" accounting firms, and general management
consulting firms. The Company's competitors in this area also include companies
such as Andersen Consulting, Technology Solutions Corporation, SHL Systemhouse,
Inc., Innovative Information Systems, Inc., Cap Gemini America, Business System
Group, Computer Sciences Corporation, Electronic Data Systems Corporation and
Keane, Inc. Many participants in the information technology services market have
significantly greater financial, technical and marketing resources and greater
name recognition than the Company and generate greater systems consulting and
integration revenues than does the Company. In addition, the information
technology services market is highly fragmented and served by numerous firms,
many of which serve only their respective local markets. The Company believes
that the principal competitive factors in the information technology services
industry include responsiveness to client needs, speed of project
implementation, quality of service, price, project management capability and
technical expertise. The Company believes that its ability to compete also
depends in part on a number of competitive factors outside its control,
including the ability of its competitors to hire, retain and motivate senior
project managers, the Company's products and services, the price at which others
offer comparable services, and the extent of their competitors' responsiveness
to customer needs.
LEGAL UNCERTAINTIES. There are many legal uncertainties concerning
technical services firms, including the extent of such a company's liability for
violations of employment and discrimination laws. Such liability can include
violations of employment and discrimination laws committed by consultants the
Company provides to its customers. Accordingly, the Company may be
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subject to liability for violations of these or other laws even if it does not
participate in the commission of such violations. The Company believes it is in
compliance in all material respects with all applicable rules, regulations and
licensing requirements.
PROJECT RISKS. Occasionally, the Company is required to guarantee to
its customers that the integrated system on which it is consulting will operate
properly when completed. Rapid changes in technology or other unforeseen
developments can make any such guarantee difficult to meet and can expose the
Company to loss of the costs incurred by it and revenue anticipated to be
derived, in connection with any such project.
NASDAQ LISTING. The Company's Common Stock currently is quoted or
traded on the OTC Bulletin Board and The Boston Stock Exchange, respectively.
The Company has applied to list its Common Stock on the Nasdaq SmallCap Market
("Nasdaq") which has several requirements for listing, including that the
Company have at least $4,000,000 in total assets and the Company have at least
$2,000,000 in shareholders' equity. While the Company believes that it is in
compliance with these requirements, there can be no assurance that Nasdaq will
be satisfied that the Company will be able to meet these requirements for an
extended period of time and, accordingly, Nasdaq may not approve the Company's
listing application. In addition, Nasdaq requires that the Company's Common
Stock have a trading price of at least $3.00 per share to be approved for
listing. While the Company's Common Stock currently trades above $3.00 per share
and while the Company has agreed to use its best efforts, including undertaking
a reverse stock split to increase the trading price of the Common Stock so that
the Common Stock can be listed on Nasdaq, there can be no assurance the
Company's Common Stock will continue to trade above $3.00 per share.
LIMITED PUBLIC MARKET TRADING; POTENTIAL EFFECT OF "PENNY STOCK" RULES.
There can be no assurance that an active market will exist for the reoffer and
resale of the Common Stock even after the shares are registered, or that such
stock could be sold without a significant negative impact on the publicly quoted
stock price per share. Furthermore, if the Company's Common Stock is not listed
on Nasdaq or the Boston Stock Exchange, it is subject to the "penny stock" rules
adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934. The
penny stock rules apply to non-Nasdaq or exchange listed companies whose common
stock trades at less than $5.00 per share or which have tangible net worth of
less than $5,000,000 ($2,000,000 if the company has been operating for three or
more years). Such rules require, among other things, that brokers who trade
"penny stock" to persons other than "established customers" complete certain
documentation, make suitability inquiries of investors and provide investors
with certain information concerning trading the security, including a risk
disclosure document and quote information under certain circumstances. Many
brokers have decided not to trade "penny
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stock" because of the requirements of the penny stock rules and, as a result,
the number of broker-dealers willing to act as market makers in such securities
is limited.
OUTSTANDING OPTIONS AND WARRANTS. There are currently outstanding
options and warrants to purchase 5,125,500 shares in the aggregate at exercise
prices ranging between $2.00 to $6.00 per share. In addition, there are
currently 1,750,000 shares of Class A Convertible Preferred Stock ("Preferred
Stock") outstanding. The exercise of such options and warrants or the conversion
of the Convertible Preferred Stock will have a dilutive effect on the ownership
interests of the Company's existing shareholders.
SHARES ELIGIBLE FOR FUTURE SALE. Currently, 3,321,213 shares of the
Common Stock held by shareholders are "restricted securities", as that term is
defined in Rule 144 under the Securities Act of 1933, as amended. All of such
shares are being registered hereby. Of such shares, 75,918 may currently be sold
under Rule 144. In addition, commencing June 7, 1998 (or June 7, 1997 if the
Securities and Exchange Commission reduces the holding period under Rule 144 to
one year), the balance of such shares (or 3,245,295 shares) may be sold under
Rule 144. Such sales may tend to depress the price of the Company's securities.
Of such 3,245,295 shares, 2,303,053 shares are subject to lock-up periods which
will terminate either on June 7, 1997 or December 7, 1997.
NO DIVIDENDS. The Company has paid no dividends on its outstanding
Common Stock and anticipates that income, if any, received from operations will
be devoted to the Company's future operations. In addition, dividends on Common
Stock are subject to the preferences for dividends on the Convertible Preferred
Stock. Accordingly, the Company does not anticipate the payment of cash
dividends on its Common Stock in the foreseeable future. Any future dividends
will depend upon earnings, if any, of the Company, its financial requirements,
and other factors.
USE OF PROCEEDS
The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Shareholders (who may be deemed to be affiliates)
under the 1992 Plan or the 1995 Plan.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at
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December 27, 1996, (ii) the number of Shares of Common Stock to be offered for
resale by each Selling Shareholder and (iii) the number and percentage of shares
of Common Stock to be held by each Selling Shareholder after completion of the
Offering.
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of shares of Number of Percentage of Class to
Common Stock Shares to be be Owned After
Beneficially Owned at Offered for Completion of the
Name December 27, 1996 (1) Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Gene Zaino(2).............................. 1,529,850 615,000 1,322,350/26.5%
Howard Landis(3)........................... 50,000(3) 15,000 50,000/*
Richard Goldstein(4)....................... 0 15,000 0/*
Neil Luden(5).............................. 100,000(5) 100,000 0/*
Deborah Schondorf Novick(6)................ 8,750(6) 15,000 1,250/*
</TABLE>
- ------------------------
* less than one percent
(1) Includes shares issuable upon the exercise of presently exercisable
options.
(2) Gene Zaino has been a Director since August 1995 and President and
Chief Executive Officer of the Company since June 1996.
(3) Howard Landis has been a Director of the Company since June 1996. Such
shares are issuable upon the conversion of shares of Class A
Convertible Preferred Stock which were issued in a private placement
(the "Private Placement") consummated in September 1996. Does not
include shares issuable upon the exercise of warrants granted in such
Private Placement.
(4) Richard Goldstein has been a Director of the Company since August 1996.
(5) Neil Luden has been a Director of the Company since 1992, President
from 1992 to June 1996 and is currently an Officer. Does not include
100,000 shares of Common Stock issuable upon the exercise of presently
exercisable options.
(6) Deborah Schondorf Novick has been a Director of the Company since
August 1995. Consists of (i) presently exercisable options to purchase
7,500 shares of Common Stock (ii) presently exercisable options to
purchase 1,250 shares of Common Stock granted in connection with the
Company's initial public offering (the "Underwriter Options") and (iii)
1,250 shares of Common Stock issuable upon the exercise of warrants
("Underwriter Warrants") which are issuable upon the exercise of the
Underwriter Options. Ms. Schondorf Novick is an officer of GKN
Securities Corp. Such amount does not include shares issuable upon the
exercise of Underwriter Warrants and Underwriter options held by GKN
Securities Corp. or other employees, officers or affiliates of GKN
Securities Corp.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Selling
Shareholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by
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Olshan Grundman Frome & Rosenzweig LLP, New York, New York 10022. Steven
Wolosky, a member of Olshan Grundman Frome & Rosenzweig LLP, holds options to
purchase 10,000 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of The Netplex Group, Inc. and
subsidiaries (formerly CompLink, Ltd.) as of July 31, 1995, and for each of the
years in the two-year period ended July 31, 1995; the financial statements of
The Netplex Group, Inc. (formerly CompuServe Systems Integration Group
Mid-Atlantic, Inc.) as of December 31, 1995, and for the year then ended; the
consolidated financial statements of America's Work Exchange, Inc. and
subsidiary as of December 31, 1995 and 1994, and for the year ended December 31,
1995 and the period from April 21, 1994 (inception) to December 31, 1994; and
the financial statements of Software Resources of New Jersey, Inc. as of
December 31, 1995 and 1994, and for the years then ended, incorporated by
reference herein, have been incorporated by reference in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of The Netplex Group, Inc. (formerly
CompuServe Systems Integration Group Mid-Atlantic, Inc.) as of December 31,
1994, and for the year then ended incorporated by reference herein, have been
incorporated by reference in the registration statement in reliance upon the
report of Tocci, Goldstein & Company LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(a) The Netplex Group, Inc.'s (the "Company") Annual Report on
Form 10-KSB for the fiscal year ended July 31, 1995;
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended October 31, 1995, December 31, 1995, March 31, 1996,
June 30, 1996 and September 30, 1996.
(c) The Company's Current Report on Form 8-K, filed on January
9, 1996, on June 7, 1996, as amended, and on December 4, 1996.
(d) The description of the Company's securities contained in
the Company's Registration Statement on Form 8-A filed March 8, 1993.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022. Steven Wolosky, a member of
such firm, has been granted options to purchase 10,000 shares of the Company's
Common Stock, $.001 par value.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any
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<PAGE>
controlling person, director or officer of the Company is insured or indemnified
in any manner against liability which he may incur in his capacity as such.
The Company's authority to indemnify its directors and officers is
governed by the provisions of Article 7 of the New York Business Corporation Law
(the "BCL").
Section 722 of the BCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
judgments, fines, amounts paid in settlement, and reasonable expenses, including
attorneys' fees, in connection with actions or proceedings, whether civil or
criminal (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except indemnification only
extends to amounts paid in settlement and reasonable expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute does not apply in respect of a threatened action, or a
pending action that is settled or otherwise disposed of, and requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides that Article 7 of the BCL is not exclusive of other indemnification
that may be granted by a corporation's certificate of incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.
A more specific description of the relevant law is provided below.
ss.721 NONEXCLUSIVITY OF STATUTORY PROVISIONS FOR INDEMNIFICATION OF
DIRECTORS AND OFFICERS -- The indemnification and advancement of expenses
granted pursuant to, or provided by, this article shall not be deemed exclusive
of any other rights to which a director or officer seeking indemnification or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation or the by-laws or, when authorized by such certificate of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Nothing contained in this
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<PAGE>
article shall affect any rights to indemnification to which corporate personnel
other than directors and officers may be entitled by contract or otherwise under
law.
ss.722 AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS--(a)
A corporation may indemnify any person, made, or threatened to be made, a party
to an action or proceeding other than one by or in the right of the corporation
to procure a judgment in its favor, whether civil or criminal, including an
action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.
(b) The termination of any such civil or criminal action or proceeding
by judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation or that he had reasonable
cause to believe that his conduct was unlawful.
(c) A corporation may indemnify any person made, or 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 he, his testator or intestate,
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer or any other corporation of
any type or kind, domestic or foreign, of any partnership, joint venture, trust,
employee benefit plan or other enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any
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<PAGE>
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) 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 the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
(d) For the purpose of this section, a corporation shall be deemed to
have requested a person to serve an employee benefit plan where the performance
by such person of his duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines; and
action taken or omitted by a person with respect to an employee benefit plan in
the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the corporation.
ss.723 PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD--(a) A
person who has been successful, on the merits or otherwise, in the defense of a
civil or criminal action or proceeding of the character described in section 722
shall be entitled to indemnification as authorized in such section.
(b) Except as provided in paragraph (a), any indemnification under
section 722 or otherwise permitted by section 721, unless ordered by a court
under section 724 (Indemnification of directors and officers by a court), shall
be made by the corporation, only if authorized in the specific case:
(1) By the board acting by a quorum consisting of directors
who are not parties to such action or proceeding upon a finding that
the director or officer has met the standard of conduct set forth in
section 722 or established pursuant to section 721, as the case may be,
or,
(2) If a quorum under subparagraph (1) is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs;
(A) By the board upon the opinion in writing of
independent legal counsel that indemnification is proper in
the circumstances because the applicable standard of
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<PAGE>
conduct set forth in such sections has been met by such
director or officer, or
(B) By the shareholders upon a &ding that the
director or officer has met the applicable standard of conduct
set forth in such sections.
(C) Expenses incurred in defending a civil or
criminal action or proceeding may be paid by the corporation
in advance of the &al disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount as, and to the
extent, required by paragraph (a) of section 725.
SS.724 INDEMNIFICATION OF DIRECTORS and OFFICERS BY A COURT--(a)
Notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary resolution of the board or of the shareholders in the
specific case under section 723 (Payment of indemnification other than by court
award), indemnification shall be awarded by a court to the extent authorized
under section 722 (Authorization for indemnification of directors and officers),
and paragraph (a) of section 723.
Application therefor may be made, in every case, either:
(1) In the civil action or proceeding in which the expenses
were incurred or other amounts were paid, or
(2) To the supreme court in a separate proceeding, in which
case the application shall set forth the disposition of any previous
application made to any court for the same or similar relief and also
reasonable cause for the failure to make application for such relief in
action or proceeding in which the expenses were incurred or other
amounts were paid.
(b) The application shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of a court to which it is made. Such application shall be upon notice
to the corporation. The court may also direct that notice be given at the
expense of the corporation to the shareholders and such other persons as it may
designate in such manner as it may require.
(c) Where indemnification is sought by judicial action, the court may
allow a person such reasonable expenses, including attorneys' fees, during the
pendency of the litigation as are necessary in connection with his defense
therein, if the court shall find that the defendant has by his pleadings or
during the course of the litigation raised genuine issues of fact or law.
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<PAGE>
ss.725 OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND
OFFICERS--(a) All expenses incurred in defending a civil or criminal action or
proceeding which are advanced by the corporation under paragraph (c) of section
723 (Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court) shall be repaid in case the person receiving such advancement or
allowance is ultimately found, under the-procedure set forth in this article,
not to be entitled to indemnification or, where indemnification is granted, to
the extent the expenses so advanced by the corporation or allowed by the court
exceed the indemnification to which he is entitled:
(b) No indemnification, advancement or allowance shall be made under
this article in any circumstance where it appears:
(1) That the indemnification would be inconsistent with the
law of the jurisdiction of incorporation of a foreign corporation which
prohibits or otherwise limits such indemnification;
(2) That the indemnification would be inconsistent with a
provision of the certificate of incorporation, a by-law, a resolution
of the board or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged
cause of action asserted in the threatened or pending action or
proceeding in which the expenses were incurred or other amounts were
paid, which prohibits or otherwise limits indemnification; or
(3) If there has been a settlement approved by the court, that
the indemnification would be inconsistent with any condition with
respect to indemnification expressly imposed by the court in approving
the settlement.
(c) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders,
the corporation shall, not later than the next annual meeting of shareholders
unless such meeting is held within three months from the date of such payment,
and in any event, within fifteen months from the date of such payment, mail to
its shareholders of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
(d) If any action with respect to indemnification of directors and
officers is taken by way of amendment of the by-laws, resolution of directors,
or by agreement, then the corporation shall, not later than the next annual
meeting of shareholders, unless such meeting is held within three months from
the date of such action, and, in any event, within fifteen months from the date
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<PAGE>
of such action, mail to its shareholders of record at the time entitled to vote
for the election of directors a statement specifying the action taken.
(e) Any notification required to be made pursuant to the foregoing
paragraph (c) or (d) of this section by any domestic mutual insurer shall be
satisfied by compliance with the corresponding provisions of section one
thousand two hundred sixteen of the insurance law.
(f) The provisions of this article relating to indemnification of
directors and officers and insurance therefor shall apply to domestic
corporations and foreign corporations doing business in this state, except as
provided in section 1320 (Exemption from certain provisions).
ss.726 INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS--(a)
Subject to paragraph (b), a corporation shall have power to purchase and
maintain insurance:
(1) To indemnify the corporation for any obligation which it
incurs as a result of the indemnification of directors and officers
under the provisions of this article, and
(2) To indemnify directors and officers in instances in which
they may be indemnified by the corporation under the provisions of this
article, and
(3) To indemnify directors and officers in instances in which
they may not otherwise be indemnified by the corporation under the
provisions of this article provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the
superintendent of insurance, for a retention amount and for
co-insurance.
(b) No insurance under paragraph (a) may provide for any payment, other
than cost of defense, to or on behalf of any director or officer.
(1) if a judgment or other final adjudication adverse to the
insured director or officer establishes that his acts of active and
deliberate dishonesty were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled, or
(2) in relation to any risk the insurance of which is
prohibited under the insurance law of this state.
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<PAGE>
(c) Insurance under any or all subparagraphs of paragraph (a) may be
included in a single contract or supplement thereto. Retrospective rated
contracts are prohibited.
(d) The corporation shall, within the time and to the persons provided
in paragraph (c) of section .725 (Other provisions affecting indemnification of
directors or officers), mail a statement in respect of any insurance it has
purchased or renewed under this section, specifying the insurance carrier, date
of the contract, cost of the insurance, corporate positions insured, and a
statement explaining all sums, not previously reported in a statement to
shareholders, paid under any indemnification insurance contract.
(e) This section is the public policy of this state to spread the risk
of corporate management, notwithstanding any other general or special law of
this state or of any other jurisdiction including the federal government.
The Company's Amended and Restated Certificate of Incorporation
provides that the personal liability of the directors of the Company to the
Company or its shareholders for damages for any breach of duty as directors, is
eliminated, provided that nothing shall limit the liability of any Director if a
judgment or other final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved international misconduct.
The Company has also entered into indemnification agreements with each
of its officers and directors.
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Company has agreed to indemnify the Underwriters and
the Underwriters have agreed to indemnify the Company and its directors,
officers and controlling persons against certain civil liabilities that may be
incurred in connection with this offering, including certain liabilities under
the Securities Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4(j) - 1992 Incentive and Non-Qualified Stock Option Plan
(the "1992 Plan").
4(k) - Form of Option Agreement for the 1992 Plan.
4(l) - 1995 Directors' Stock Option Plan (the "1995 Plan")
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<PAGE>
4(m) - Form of Option Agreement for the 1995 Plan
4(n) - 1995 Consultant's Stock Option Plan
5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP.
23(a) - Consent of KPMG Peat Marwick LLP, independent
auditors.
23(b) - Consent of Tocci, Goldstein & Company LLP,
independent auditors.
23(c) - Consent of Olshan Grundman Frome & Rosenzweig LLP
(included in its opinion filed as Exhibit 5).
24 - Powers of Attorney (included on page 15).
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;
(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;
provided, however, that paragraphs (i) and (ii) 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement;
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<PAGE>
(2) That, for the purposes 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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that 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 15(d) 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.
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
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 Securities Act of 1933 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 a
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.
D. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each
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<PAGE>
person to whom the prospectus is sent or given, a copy of the
registrant's latest annual report to stockholders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, 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
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Town of McLean, State of Virginia, on the 27th day of December, 1996.
THE NETPLEX GROUP, INC.
By: /S/ GENE ZAINO
----------------------------------------
Gene Zaino, President & Chief
Executive Officer
SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the date indicated. Each of the undersigned
officers and directors of The Netplex Group, Inc. hereby constitutes and
appoints Gene Zaino as true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him in his name in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Report and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and to prepare any and all exhibits thereto, and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done to enable The Netplex Group, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/S/ GENE ZAINO President and Chief Executive December 27, 1996
- ----------------------------- Officer, Director, Principal
Gene Zaino Executive Officer
/S/ MATTHEW JONES (Principal Financial Officer) December 27, 1996
- -----------------------------
Matthew Jones
/S/ HOWARD LANDIS Director December 27, 1996
- -----------------------------
Howard Landis
/S/ RICHARD GOLDSTEIN Director December 27, 1996
- -----------------------------
Richard Goldstein
/S/ DEBORAH SCHONDORF NOVICK Director December 27, 1996
- -----------------------------
Deborah Schondorf Novick
/S/ NEIL LUDEN Director December 27, 1996
- -----------------------------
Neil Luden
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December 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Netplex Group, Inc.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
Reference is made to the Registration Statement on Form S-8
dated December 31, 1996 (the "Registration Statement"), filed with the
Securities and Exchange Commission by The Netplex Group, Inc., a New York
corporation (the "Company"). The Registration Statement relates to an aggregate
of 3,900,000 shares (the "Shares") of common stock, par value $.001 per share
(the "Common Stock"). The Shares will be issued and sold by the Company in
accordance with the Company's (i) 1992 Incentive and Non-Qualified Stock Option
Plan, as amended (the "Plan"), (ii) 1995 Directors' Stock Option Plan (the
"Directors' Plan") and (iii) 1995 Consultant's Stock Option Plan (the
"Consultant's Plan").
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation and By-laws of the Company, minutes of meetings of the Board of
Directors and stockholders of the Company, the Plan, the Directors' Plan, the
Consultant's Plan, a Prospectus relating to the resale of Common Stock
underlying options held by affiliates of the Company (the "Prospectus"), and
such other documents, instruments and certificates of officers and
representatives of the Company and public officials, and we have made such
examination of the law, as we have deemed
<PAGE>
Securities and Exchange Commission
December 31, 1996
Page -2-
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the terms and conditions set
forth in the Plan, the Directors' Plan and the Consultant's Plan, will be duly
and validly issued, fully paid and non-assessable.
We consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus. We advise you that Steven Wolosky, a member
of this firm, holds options to purchase 10,000 shares of Common Stock.
Very truly yours,
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
Exhibit 23(a)
Independent Accountant's Consent
The Board of Directors
The Netplex Group, Inc.
We consent to the use of our reports on: the consolidated statements of The
Netplex Group, Inc. and subsidiaries (formerly CompLink, Ltd.) as of July 31,
1995, and for each of the years in the two-year period ended July 31, 1995; the
financial statements of The Netplex Group, Inc. (formerly CompuServe Systems
Integration Group Mid-Atlantic, Inc.) as of December 31, 1995, and for the year
then ended; the consolidated financial statements of America's Work Exchange,
Inc. and subsidiary as of December 31, 1995 and 1994, and for the year ended
December 31, 1995 and the period from April 21, 1994 (inception) to December 31,
1994; and the financial statements of Software Resources of New Jersey, Inc. as
of December 31, 1995 and 1994, and for the years then ended, incorporated in the
Registration Statement (Form S-8) by reference, and to the reference of our firm
under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
McLean, VA
December 31, 1996
Exhibit 23(b)
Tocci, Goldstein & Company LLP
Certified Public Accountants
The Board of Directors
Netplex Group, Inc.
8260 Greensboro Drive
McLean, VA 22102
The Board of Directors The Netplex Group Inc.:
We consent to the use of our report on the statements of The
Netplex Group Inc. (formerly CompuServe Systems Integration Group
Mid-Atlantic, Inc.) as of December 31, 1994, and for the year
then ended, incorporated herein by reference, and to the
reference to our firm under the heading "Experts" in the
prospectus.
/s/ Tocci, Goldstein & Company LLP
----------------------------------
Tocci, Goldstein & Company LLP
New York, NY
December 26, 1996
