<PAGE> 1
As filed with the Securities and Exchange Commission on January 13, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MAXIM GROUP, INC.
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-2060334
---------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
210 TownPark Drive, Kennesaw, Georgia 30144
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION PLAN
---------------------------------------------------
(Full Title of the Plan)
A.J. NASSAR
President and Chief Executive Officer
210 TownPark Drive
Kennesaw, Georgia 30144
(770) 590-9369
-------------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
3343 Peachtree Road, N.E.
Suite 1800, East Tower
Atlanta, Georgia 30326-1010
(404) 264-2620
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
---------------- ---------- -------- -------- ----------------
<S> <C> <C> <C> <C>
Options and Shares of
$.001 par value 1,000,000 $16.69 $16,690,000 $5,058
Common Stock Shares
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(C) based upon the average of the high and low reported
prices of the Common Stock on the Nasdaq National Market System on January 6,
1997.
================================================================================
<PAGE> 2
This Registration Statement covers 1,000,000 additional shares of the
$.001 par value Common Stock of The Maxim Group, Inc. (the "Company") issuable
pursuant to the Company's 1993 Stock Option Plan, as amended, for which a
previously filed Registration Statement on Form S-8 is effective. The contents
of the Company's earlier Registration Statement on Form S-8, File No. 33-80984,
as filed with the Securities and Exchange Commission on June 30, 1994, are
incorporated by reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:
1. The Company's Transition Report on Form 10-K for the ten months ended
January 31, 1996;
2. The Company's Amendment No. 1 on Form 10-K/A dated October 15, 1996 to
its Transition Report on Form 10-K for the ten months ended January 31,
1996;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended April
30, 1996;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 1996;
5. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996;
6. The Company's Current Report on Form 8-K dated May 31, 1996;
7. The Company's Current Report on Form 8-K dated August 30, 1996;
8. The Company's Amendment No. 1 on Form 8-K/A dated November 15, 1996 to
its Current Report on Form 8-K dated August 30, 1996; and
9. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A as filed with the
Commission on August 12, 1993 and as amended by Amendment No. 1 on Form
8-A/A as filed with the Commission on August 26, 1993.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant to the full extent
permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the
<PAGE> 4
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate
of Incorporation of the Registrant also eliminates the monetary liability of
directors to the fullest extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this Item is required.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisk
(*) were previously filed as a part of, and are hereby incorporated by reference
from either (I) a Registration Statement on Form SB-2 under the Securities Act
of 1933 for the Registrant, Registration No. 33-66926 (referred to as "SB-2");
(ii) the Registrant's Annual Report on Form 10-KSB for the year ended March 31,
1995 (referred to as "10-K"); (iii) a Registration Statement on Form S-4 under
the Securities Act of 1933 for the Registrant, Registration No. 333-8713
(referred to as "S-4") and (iv) a Registration Statement on Form S-8 under the
Securities Act of 1933 for the Registrant, Registration No. 33-80984 (referred
to as "S-8"). The exhibit number corresponds to the exhibit number in the
referenced document.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
*10.1 Registrant's 1993 Incentive Stock Option Plan (SB-2).
*10.1.1 Amendment No. 1 to 1993 Stock Option Plan (10-K).
*10.1.2 Amendment No. 2 to 1993 Stock Option Plan (S-4).
*4.2 Form of Incentive Stock Option Agreement (S-8).
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Smith, Gambrell & Russell, LLP (contained
in their opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to
this Registration Statement).
II-2
<PAGE> 5
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 to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 6
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 Kennesaw, State of Georgia, on the 5th day of
December, 1996.
THE MAXIM GROUP, INC.
By: /s/ A.J. Nassar
----------------------------------
A. J. Nassar
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints A.J. Nassar and Thomas P. Leahey and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him, in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, including a
Registration Statement filed under Rule 462(b) of the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ A.J. Nassar President, Chief Executive Officer December 5, 1996
- ---------------------- and Director (principal executive
A. J. Nassar officer)
/s/ Thomas P. Leahey Executive Vice President, Finance December 5, 1996
- ---------------------- and Treasurer (principal financial
Thomas P. Leahey officer)
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ H. Gene Harper Chief Financial Officer and December 5, 1996
- ------------------------ Secretary (principal accounting
H. Gene Harper officer)
/s/ James W. Inglis Senior Executive Vice President December 5, 1996
- ------------------------ and Director
James W. Inglis
/s/ Richard A. Kaplan Director December 5, 1996
- ------------------------
Richard A. Kaplan
/s/ Dicky W. McAdams Director December 5, 1996
- ------------------------
Dicky W. McAdams
/s/ Ronald McSwain Director December 5, 1996
- ------------------------
Ronald McSwain
/s/ Larry M. Miller Executive Vice President December 5, 1996
- ------------------------ and Director
Larry M. Miller
/s/ J. Michael Nixon Director December 5, 1996
- ------------------------
J. Michael Nixon
/s/ H. Stanley Padgett Executive Vice President December 5, 1996
- ------------------------ and Director
H. Stanley Padgett
/s/ M.B. Seretean Chairman of the Board December 5, 1996
- ------------------------
M.B. Seretean
/s/ Herb Wolk Director December 5, 1996
- ------------------------
Herb Wolk
</TABLE>
II-5
<PAGE> 8
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NO.
------ ---------------------- --------
<S> <C> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
January 7, 1997
Board of Directors
The Maxim Group, Inc.
1035 Cobb Industrial Drive, NE
Marietta, Georgia 30062
RE: The Maxim Group, Inc.
Registration Statement on Form S-8
1,000,000 Shares of $.001 par value
Common Stock
1993 Incentive Stock Option Plan
Gentlemen:
We have acted as counsel for The Maxim Group, Inc. (the "Company") in
connection with the registration of 1,000,000 shares of its $.001 par value
Common Stock (the "Shares") reserved to the Company's 1993 Stock Option Plan, as
amended (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, certified by
the Secretary of State of the State of Delaware;
(2) The By-Laws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Secretary of State of the State of Delaware; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE> 3
Board of Directors
The Maxim Group, Inc.
January 7, 1997
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the
State of Delaware and is validly existing and in good standing
under the laws of that state.
(B) The Shares covered by the Registration Statement have been
legally authorized and when issued in accordance with the
terms described in said Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Robert T. Molinet
-----------------------
Robert T. Molinet
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
April 19, 1996 included in The Maxim Group, Inc.'s Transition Report on Form
10-K for the ten months ended January 31, 1996 and our report dated October 2,
1996 included in The Maxim Group, Inc.'s Amendment No. 1 on Form 10-K/A dated
October 15, 1996 to its Transition Report on Form 10-K for the ten months ended
January 31, 1996 and to all references to our firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia,
January 13, 1997
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Maxim Group, Inc.
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Atlanta, Georgia
January 10, 1997
