<PAGE> 1
As filed with the Securities and Exchange Commission on July 20, 1998
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.
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(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
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(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
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(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100, Promenade II
Atlanta, Georgia 30309-3592
(404) 815-3643
----------------------
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 $22.66 $22,660,000 $6,685
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 New York Stock Exchange on July 14, 1998.
==============================================================================
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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
previously filed Registration Statements on Form S-8 are effective. The contents
of the following Registration Statements on Form S-8 previously filed by the
Company, are incorporated by reference: (i) File No. 33-80984, as filed with the
Securities and Exchange Commission on June 30, 1994, (ii) File No. 333-19691, as
filed with the Securities and Exchange Commission on January 13, 1997 and (iii)
File No. 333-47299, as filed with the Securities and Exchange Commission on
March 4, 1998.
<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 Annual Report on Form 10-K for the fiscal year ended January
31, 1998;
2. The Company's Amendment No. 1 on Form 10-K/A dated June 26, 1998 to its
Annual Report on Form 10-K for the fiscal year ended January 31, 1998;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended April 30,
1998;
4. The Company's Current Report on Form 8-K dated June 23, 1998; and
5. 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 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.
<PAGE> 4
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"), (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") and (v) a Registration Statement on Form S-8 under the Securities
Act of 1933 for the Registrant, Registration No.333-47299 (referred to as "3/98
S-8"). The exhibit number corresponds to the exhibit number in the referenced
document.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
* 4.2 Form of Incentive Stock Option Agreement (S-8).
5.1 Opinion of Smith, Gambrell & Russell, LLP.
*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).
*10.1.3 Amendment No. 3 to 1993 Stock Option Plan (3/98 S-8).
10.1.4 Amendment No. 4 to 1993 Stock Option Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained
in their opinion filed as Exhibit 5.1).
</TABLE>
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<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.
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<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 26th day of June,
1998.
THE MAXIM GROUP, INC.
By: /s/ A.J. Nassar
----------------------------
A. J. Nassar
President and Chief Executive
Officer
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 June 26, 1998
- ---------------------------- and Director (principal executive
A. J. Nassar officer)
/s/ Thomas P. Leahey Executive Vice President, Finance June 26, 1998
- ---------------------------- and Treasurer (principal financial
Thomas P. Leahey officer)
/s/ H. Gene Harper Chief Financial Officer and June 26, 1998
- ---------------------------- Secretary (principal accounting
H. Gene Harper officer)
/s/ James W. Inglis Senior Executive Vice President June 26, 1998
- ---------------------------- and Director
James W. Inglis
/s/ David E. Cicchinelli Senior Executive Vice President June 26, 1998
- ---------------------------- and Director
David E. Cicchinelli
Director June __, 1998
- ----------------------------
Richard A. Kaplan
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
Director June __, 1998
- --------------------------
J. Michael Nixon
/s/ H. Stanley Padgett Executive Vice President June 26, 1998
- -------------------------- and Director
H. Stanley Padgett
/s/ M.B. Seretean Chairman of the Board June 26, 1998
- --------------------------
M.B. Seretean
/s/ Herb Wolk Director June 26, 1998
- --------------------------
Herb Wolk
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------------------------------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1.4 Amendment No. 4 to 1993 Stock Option Plan.
23.1 Consent of Arthur Andersen LLP.
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
July 17, 1998
Board of Directors
The Maxim Group, Inc.
210 Town Park Drive
Kennesaw, Georgia 30144
RE: The Maxim Group, Inc.
Registration Statement on Form S-8
1,000,000 Shares of $.001 par value
Common Stock
1993 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; and
(4) The Registration Statement, including all exhibits thereto.
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<PAGE> 2
Board of Directors
The Maxim Group, Inc.
July 17, 1998
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
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
RTM:jm
II-8
<PAGE> 1
EXHIBIT 10.1.4
AMENDMENT NO. 4
1993 STOCK OPTION PLAN
THE MAXIM GROUP, INC.
WHEREAS, the Board of Directors of The Maxim Group, Inc. (the "Company")
has previously adopted, and the shareholders of the Company have approved, the
1993 Stock Option Plan, as amended (the "Plan") pursuant to which options to
purchase stock of the Company may be issued to eligible directors, officers and
key employees of the Company; and
WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Plan so as to increase the number of shares available for issuance
pursuant to the exercise of options granted under the Plan;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I
AMENDMENT TO PLAN
1.1 Section 4 of the Plan shall be amended by deleting the second
sentence thereof in its entirety and substituting the following sentence
therefor:
"The maximum number of shares which shall be
reserved and made available for sale under
the Plan shall be 4,000,000."
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
2.1 The amendment effected hereby shall be effective for options
granted under the Plan on or after the date this amendment is approved by the
Board of Directors of the Company, but subject to approval of a majority of the
shares of Common Stock of the Company entitled to vote thereon represented in
person and by proxy at a meeting of shareholders. In the event shareholder
approval of adoption of this amendment is not obtained within twelve months of
the date this amendment is approved by the Board of Directors of the Company,
then any option granted in the intervening period shall be void.
<PAGE> 1
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 our reports dated
April 2, 1998 included in The Maxim Group, Inc.'s Annual Report on Form 10-K for
the fiscal year ended January 31, 1998 and our report dated June 24, 1998 on the
financial statements of The Maxim Group, Inc. 401(K) Plan for the nine months
ended December 31, 1997 included in The Maxim Group, Inc.'s Amendment No. 1 on
Form 10-K/A dated June 26, 1998 to its Annual Report on Form 10-K for the fiscal
year ended January 31, 1998 and to all references to our firm included in this
Registration Statement and related Prospectus.
/S/ ARTHUR ANDERSEN LLP
Atlanta, Georgia,
July 8, 1998
