Registration No. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KAYE GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3719772
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
122 EAST 42ND STREET, NEW YORK, NEW YORK 10168
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION PLAN
SUPPLEMENTAL STOCK OPTION PLAN
(Full Title of the Plans)
MR. BRUCE D. GUTHART
PRESIDENT
KAYE GROUP INC.
122 EAST 42ND STREET
NEW YORK, NEW YORK 10168
(Name and Address of Agent for Service)
(212) 338-2100
(Telephone Number, Including Area Code, of Agent for Service)
WITH A COPY TO:
MICHAEL WEINSIER, ESQ.
PARKER CHAPIN FLATTAU & KIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
TELEPHONE NO.: (212) 704-6000
FACSIMILE NO.: (212) 704-6288
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Amount of
Amount to Offering Price Maximum Aggregate Registration
Title of Securities to Be Registered be Registered(1) per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share..... 10,000 $4.97(2) $49,700.00(2) $14.66(2)
Common Stock, par value $.01 per share..... 250,000 5.00(2) 1,250,000(2) 368.75(2)
Common Stock, par value $.01 per share..... 182,250 5.06(2) 922,185.00(2) 272.04(2)
Common Stock, par value $.01 per share..... 5,000 6.64(2) 33,200.00(2) 9.79(2)
Common Stock, par value $.01 per share..... 10,000 7.06(2) 70,600.00(2) 20.83(2)
Common Stock, par value $.01 per share..... 15,000 7.88(2) 118,200.00(2) 34.87(2)
Common Stock, par value $.01 per share..... 15,000 8.03(2) 120,450.00(2) 35.53(2)
Common Stock, par value $.01 per share..... 41,750 8.43(2) 351,952.50(2) 103.83(2)
Common Stock, par value $.01 per share..... 82,650 10.00(2) 826,500.00(2) 243.82(2)
Common Stock, par value $.01 per share..... 500 11.63(2) 5,815.00(2) 1.72(2)
Common Stock, par value $.01 per share..... 5,000 10.91(2) 54,550.00(2) 16.09(2)
Common Stock, par value $.01 per share..... 82,850 7.31(3) 605,540.62(3) 178.72(3)
TOTAL........................ 700,000 $4,408,993.13 $1,300.65
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the 1993 Stock Option Plan and Supplemental Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(h)(1), the price at which such options may
be exercised.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(h), the average of the high bid and low
asked prices per share of the registrant's Common Stock on the Nasdaq
National Market on March 6, 1998.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference: (i) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-21988), filed on June 24, 1993
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description; (ii) the Company's Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1997; (iii) the Company's Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1997; (iv) the Company's Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 1997; (v) the Company's
Current Reports on Form 8-K dated September 5, 1997, October 28, 1997 and
January 7, 1998 (dates of earliest event reported); and (vi) the Company's
Annual Report on Form 10-K for the Year Ended December 31, 1996.
All documents filed subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") provides that directors, officers, employees or agents of Delaware
corporations are entitled, under certain circumstances, to be indemnified
against expenses (including attorneys' fees) and other liabilities actually and
reasonably incurred by them in connection with any suit brought against them in
their capacity as a director, officer, employee or agent, 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, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 also provides that directors, officers, employees and
agents may also be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by them in connection with a derivative suit
bought against them in their capacity as a director, officer, employee or agent,
as the case may be, 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,
except that no indemnification may be made without court approval if such person
was adjudged liable to the corporation.
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Section 2 of Article Nine of the Company's Certificate of
Incorporation provides that the Company shall indemnify each person who is or
was made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, by reason of the fact that he or she is or
was a director or officer of the Company, or, while a director or officer of the
Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another entity, whether the basis of such proceeding is
alleged action in an official capacity or in any other capacity, to the fullest
extent authorized by the GCL, against all expense, liability and loss incurred
by such indemnitee in connection therewith. Such indemnification includes the
right of such indemnitee to be paid by the Company the expenses incurred in
connection with any such proceeding in advance of its final disposition.
The Company maintains directors and officers liability insurance
policies with National Union Fire Insurance Co. of Pittsburgh, Pennsylvania and
Continental Casualty Co. The policies insure the directors and officers of the
Company against loss arising from certain claims made against such directors or
officers by reason of certain wrongful acts. The policies provide for a combined
limit of liability of $5 million per policy year for both directors' and
officers' liability coverage at an aggregate annual premium of $136,862.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
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3.1 Certificate of Incorporation of the Company (filed with the
Commission on June 17, 1993 as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33- 64664)
(the "Form S-1") and incorporated by reference herein).
3.2 By-Laws of the Company (filed with the Commission on June 17,
1993 as Exhibit 3.2 to the Form S-1 and incorporated by
reference herein).
4.1 Kaye Group Inc. 1993 Stock Option Plan (filed with the
Commission on August 17, 1993 as Exhibit 10.6 to the Form S-1
and incorporated by reference herein).
4.2 Kaye Group Inc. Supplemental Stock Option Plan (filed with the
Commission on March 31, 1997 as Exhibit 10.1(i) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996
and incorporated by reference herein).
5.1 Opinion and consent of Ivy S. Fischer, Esq., counsel to the
Company, as to the legality of the securities being offered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ivy S. Fischer, Esq. (contained in Exhibit 5.1).
24.1 Power of Attorney (contained in the signature page to this
registration statement).
ITEM 9. UNDERTAKINGS.
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 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
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aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and 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
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will,
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unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 City of New York, State of New York, on the 8th day of March,
1998.
KAYE GROUP INC.
By: /s/ Bruce D. Guthart
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Bruce D. Guthart, President, Chief
Executive Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
The undersigned directors and officers of Kaye Group Inc. hereby
constitute and appoint Bruce D. Guthart and Michael P. Sabanos, and each of
them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this registration statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact, or any of them, or their substitutes, shall lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Bruce D. Guthart President, Chief Executive March 9, 1998
- ------------------------ Officer and Chairman of the
(Bruce D. Guthart) Board of Directors (Principal
Executive Officer)
/s/ Michael P. Sabanos Director, Senior Vice President, March 9, 1998
- ------------------------ Chief Financial Officer (Principal
(Michael P. Sabanos) Financial and Accounting Officer)
/s/ Howard Kaye Director March 9, 1998
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(Howard Kaye)
Director
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(Robert L. Barbanell)
/s/ Richard B. Butler Director March 9, 1998
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(Richard B. Butler)
Director
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(Elliot S. Cooperstone)
/s/ David Ezekiel Director March 9, 1998
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(David Ezekiel)
/s/ Ned L. Sherwood Director March 9, 1998
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(Ned L. Sherwood)
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EXHIBIT INDEX
Exhibit Description Page
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3.1 Certificate of Incorporation of the Company (filed with the
Commission on June 17, 1993 as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-64664) (the
"Form S-1") and incorporated by reference herein).
3.2 By-Laws of the Company (filed with the Commission on June 17, 1993
as Exhibit 3.2 to the Form S-1 and incorporated by reference
herein).
4.1 Kaye Group Inc. 1993 Stock Option Plan (filed with the Commission
on August 17, 1993 as Exhibit 10.6 to the Form S-1 and incorporated
by reference herein).
4.2 Kaye Group Inc. Supplemental Stock Option Plan (filed with the
Commission on March 31, 1997 as Exhibit 10.1(i) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated by reference herein).
5.1 Opinion and consent of Ivy S. Fischer, Esq., counsel to the
Company, as to the legality of the securities being offered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ivy S. Fischer, Esq. (contained in Exhibit 5.1).
24.1 Power of Attorney (contained in the signature page to this
registration statement).
EXHIBIT 5.1
[KAYE GROUP INC. LETTERHEAD]
March 9, 1998
Kaye Group Inc.
122 East 42nd Street
New York, New York 10268
Ladies and Gentlemen:
I have acted as counsel to Kaye Group Inc., a Delaware corporation
(the "Company"), in connection with its filing of a registration statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, relating to the offering
of up to 700,000 shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock"), to certain executives, directors and employees of the
Company issuable upon exercise of options that either have been, or may from
time to time be, granted by the Company under its 1993 Stock Option Plan and
Supplemental Stock Option Plan (the "Plans").
In my capacity as counsel to the Company, I have examined originals
or copies, satisfactory to me, of the Company's (i) Certificate of
Incorporation, (ii) By-laws and (iii) resolutions of the Company's Board of
Directors. I have also reviewed such other matters of law and examined and
relied upon such corporate records, agreements, certificates and other documents
as I have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity with the original documents of all documents submitted to me as
copies or facsimiles. As to any facts material to such opinion, I have, to the
extent that relevant facts were not independently established by me, relied on
certificates of public officials and certificates of officers or other
representatives of the Company. Please note that I am General Counsel and
Secretary of the Company and own options to purchase 10,000 shares of Common
Stock that are being registered in the Registration Statement.
On the basis of the foregoing, I am of the opinion that the Shares,
when issued and paid for in accordance with the Plans and the options upon
exercise of which they become issuable, will be validly issued, fully paid and
non-assessable
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ivy S. Fischer
--------------------
Ivy S. Fischer
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Kaye Group Inc., on Form S-8 of our report dated February 27, 1997,
on our audits of the consolidated financial statements and financial statement
schedules of Kaye Group Inc. and subsidiaries as of December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996.
Coopers & Lybrand L.L.P.
New York, New York
March 6, 1998
