Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
NFO RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1327424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 PICKWICK PLAZA, SUITE 400
GREENWICH, CONNECTICUT 06830
(203) 629-8888
(Address and telephone number of Principal Executive Offices)
NFO RESEARCH, INC. STOCK OPTION PLAN
(Full title of the plan)
WILLIAM E. LIPNER
CHAIRMAN OF THE BOARD
NFO RESEARCH, INC.
2 PICKWICK PLAZA, SUITE 400
GREENWICH, CONNECTICUT 06830-5530
(Name and address of agent for service)
------------------
(203) 629-8888
(Telephone number, including area code, of agent for service)
------------------
COPY TO:
JAMES M. DUBIN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
------------------
(COVER CONTINUED ON NEXT PAGE)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================== ============ ================ ================== ================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- ---------------------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value...... 750,000(2) $17.125 $12,843,750 $3,892
================================== ============ ================ ================== ================
</TABLE>
(1) An estimate, based on the average of the reported high and low prices on
March 27, 1997 as determined in accordance with Rule 457(c) and (h) under
the Securities Act of 1933, has been made solely for the purpose of
calculating the registration fee relating to the 750,000 shares of Common
Stock to be registered hereunder and subsequently offered at prices computed
upon the basis of fluctuating market prices.
(2) Represents 750,000 shares of Common Stock issuable pursuant to the NFO
Research, Inc. Stock Option Plan. This registration statement also relates
to such indeterminate number of additional shares of Common Stock of NFO
Research, Inc. as may be issuable as a result of stock splits, stock
dividends or additional similar transactions.
================================================================================
<PAGE>
EXPLANATORY NOTE
On December 28, 1993 NFO Research, Inc. (the "Company") registered
an aggregate of 330,000 shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock") on a Registration Statement on Form S-8 (Registration
No. 33-73516), 300,000 shares for issuance pursuant to the NFO Research, Inc.
Stock Option Plan (the "Stock Option Plan") and 30,000 shares for issuance
pursuant to the NFO Research, Inc. Directors' Stock Option Plan (the "Directors'
Stock Option Plan," and together with the Stock Option Plan, the "Plans"), for
which it paid the appropriate registration fee. In April 1994, the Company
effected a 3 for 2 stock split. In connection therewith, an aggregate of 165,000
additional shares of Common Stock were reserved for issuance pursuant to the
Plans and the issuance of such shares was covered by the Registration Statement
on Form S-8 (Registration No. 33-73516).
On May 18, 1994 the stockholders of the Company approved amendments
to the Stock Option Plan and Directors' Stock Option Plan to reserve for
issuance thereunder an addi tional 300,000 and 195,000 shares of Common Stock,
respectively. Accordingly, the Company filed a Registration Statement on Form
S-8 (Registration No. 33-91936) to register, among other things, the additional
shares of Common Stock reserved for issuance pursuant to the Plans, for which it
paid the appropriate registration fee. In February 1996, the Company effected
another 3 for 2 Stock split. In connection therewith, an aggregate of 495,000
additional shares of Common Stock were reserved for issuance pursuant to the
Plans and the issuance of such shares was covered by the Registration Statement
on Form S-8 (Registration No. 33-91936).
On May 9, 1996 the stockholders of the Company approved an amendment
to the Stock Option Plan to reserve for issuance thereunder an additional
750,000 shares of Common Stock. Accordingly, this Registration Statement on Form
S-8 is being filed under the Securities Act of 1933, as amended (the "Securities
Act"), to register the additional shares of Common Stock reserved for issuance
pursuant to the Stock Option Plan. On April 1, 1997, the Board of Directors of
the Company approved an amendment to the Stock Option Plan permitting
participants, during their lifetime, to transfer options (i) to any member of
his or her immediate family, (ii) a trust established for the exclusive benefit
of the participant or one or more members of his or her immediate family or
(iii) to a partnership or limited liability company, the partners or
shareholders of which are limited to the participant and his or her immediate
family, in each case in order to permit participants who receive transferable
grants to make a gift of stock options for estate planning purposes. The
information required in the Section 10(a) prospectus is included in documents
being maintained and delivered by the Company as required by Rule 428 under the
Securities Act.
PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS REGISTRATION
STATEMENT ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRATION
STATEMENTS ON FORM S-8 REFERENCED ABOVE (REGISTRATION NO. 33-73516 AND
REGISTRATION NO. 33-91936).
<PAGE>
PART II
Item 8. Exhibits
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
legality of shares of Common Stock being registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
their opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney.(1)
- ------------------
(1) Included on signature pages of this registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut, on April 1,
1997.
NFO RESEARCH, INC.
By: /s/ Patrick G. Healy
-------------------------------------
Name: Patrick G. Healy
Title: Executive Vice President - Finance
and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of NFO Research, Inc.,
hereby severally constitute William E. Lipner and Patrick G. Healy our true and
lawful attorneys with full power to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such things in
our name and behalf in such capacities to enable NFO Research, Inc. to comply
with the applicable provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, and we hereby ratify
and confirm our signatures as they may be signed by our said attorneys to any
and all such amendments.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON APRIL 1, 1997.
Signatures Title
---------- -----
/s/ William E. Lipner Chairman of the Board, President,
- ---------------------------------- Chief Executive Officer and
William E. Lipner Director (principal executive officer)
/s/ Steven J. Gilbert Vice Chairman of the Board,
- ---------------------------------- Secretary and Director
Steven J. Gilbert
/s/ Walter A. Forbes Director
- ----------------------------------
Walter A. Forbes
/s/ Edmund A. Hajim Director
- ----------------------------------
Edmund A. Hajim
/s/ John Sculley Director
- ----------------------------------
John Sculley
/s/ Patrick G. Healy Executive Vice President-Finance
- ---------------------------------- and Chief Financial Officer
Patrick G. Healy (principal financial officer and
principal accounting officer)
<PAGE>
INDEX TO EXHIBITS
Sequential Page
Exhibits Number
- -------- ------
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
as to the legality of shares of Common Stock being
registered.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Deloitte & Touche LLP
23.3 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in their opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney./1/
- ---------------------
/1/ Included on signature pages of this registration statement.
EXHIBIT 5.1
-----------
April 1, 1997
NFO Research, Inc.
2 Pickwick Plaza
Suite 400
Greenwich, Connecticut 06830-5530
NFO Research, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement on Form
S-8 (the "Registration Statement") filed by NFO Research, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder (the "Rules"), we have been requested to
render our opinion as to the legality of the shares of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company to be registered thereunder.
The shares to be registered under the Registration Statement consist of 750,000
shares (the "Shares") of Common Stock to be issued pursuant to the NFO Research,
Inc. Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined (i) an original,
photocopy or conformed copy of the Registration Statement (including the
exhibits thereto), (ii) an original, photocopy or conformed copy of the Plan,
(iii) the Restated Certificate of Incorporation and Amended and Restated By-laws
of the Company, each as amended to date, and (iv) records of certain of the
Company's corporate proceedings. In addition, we have made such other
examinations of law and fact as we have considered necessary in order to form a
basis for the opinion hereinafter expressed. In our examination of documents, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as photostatic, reproduced or conformed copies,
the authenticity of all such latter documents and the legal capacity of all
individuals who have executed any of the documents. As to certain matters of
fact, we have relied on representations, statements or certificates of officers
of the Company.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance and that the Shares, when issued and delivered by
the Company and paid for in accordance with the terms and provisions of the
Plan, will be validly issued, fully paid and nonassessable.
<PAGE>
The foregoing opinion is limited to the federal laws of the United
States and the General Corporation Law of the State of Delaware. Our opinion is
rendered only with respect to the laws and the rules, regulations and orders
thereunder, which are currently in effect. Please be advised that no member of
this firm is admitted to practice in the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required by the Act or the
Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of NFO Research, Inc. on Form S-8,
dated April 1, 1997, of our report dated February 18, 1997, except for Note 19,
as to which the date is March 20, 1997, included in NFO Research, Inc.'s annual
report on Form 10-K for the year ended December 31, 1996, and to all references
to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York,
April 1, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
NFO Research, Inc.
Greenwich, Connecticut
We consent to the incorporation by reference in this Registration Statement of
NFO Research, Inc. on Form S-8 of our report dated February 17, 1995, appearing
in this Annual Report on Form 10-K of NFO Research, Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Ann Arbor, Michigan
March 28, 1997
