As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUCCESSORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
ILLINOIS 36-3760230
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2520 DIEHL ROAD, AURORA, ILLINOIS 60504
(Address, including Zip Code, of Registrant's Principal Executive Offices)
SUCCESSORIES, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
GREGORY J. NOWAK
SUCCESSORIES, INC.
2520 DIEHL ROAD
AURORA, ILLINOIS 60504
(630) 820-7200
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
GUY E. SNYDER C. RICHARD FARMER
VEDDER, PRICE, KAUFMAN & KAMMHOLZ CARROLL, HARTIGAN, FARMER, CERNEY
222 NORTH LASALLE STREET, SUITE 2600 & MCGILLEN, LTD.
CHICAGO, ILLINOIS 60601 30 NORTH LASALLE STREET, SUITE 1200
CHICAGO, ILLINOIS 60602
------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Share,
$.01 par value...................... 175,000 $3.094 $541,450 $150.52
====================================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457.
<PAGE>
Successories, Inc.
------------------
This Registration Statement relates to the registration of 175,000
additional shares of common stock, $.01 par value (the "Common Stock"), of
Successories, Inc. (the "Company") to be issued pursuant to the Successories,
Inc. 1995 Employee Stock Purchase Plan (the "Plan"). The Company previously
registered 175,000 shares of Common Stock in connection with the Plan on its
Registration Statement on Form S-8 (Registration No. 80151). The contents of
Registration Statement File No. 80151 are hereby incorporated by reference.
EXHIBITS
--------
The following exhibits are attached as part of this Registration Statement:
Exhibit
Number
- ------
4.1 Successories, Inc. 1995 Employee Stock Purchase Plan, as amended
5.1 Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen, Ltd.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
2
<PAGE>
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 Aurora, State of Illinois, on January 20, 1999.
SUCCESSORIES, INC.
By: /s/ Arnold M. Anderson
--------------------------------------------
Arnold M. Anderson, Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gregory J. Nowak with power to act, as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ---- -------- ----
<S> <C> <C>
/s/ Arnold M. Anderson Chief Executive Officer, Chairman of the January 20, 1999
- ------------------------------------------------- Board and Director
Arnold M. Anderson
/s/ Gary J. Rovansek President, Chief Operating Officer and January 20, 1999
- ------------------------------------------------- Director
Gary J. Rovansek
/s/ Seamas T. Coyle Director January 20, 1999
- -------------------------------------------------
Seamas T. Coyle
/s/ Gregory J. Nowak Vice President, General Counsel and January 20, 1999
- ------------------------------------------------- Corporate Secretary
Gregory J. Nowak
/s/ Steven D. Kuptsis Senior Vice President, Chief January 20, 1999
- ------------------------------------------------- Administrative Officer and
Steven D. Kuptsis Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ C. Joseph LaBonte Director January 20, 1999
- -------------------------------------------------
C. Joseph LaBonte
/s/ Steven B. Larrick Director January 20, 1999
- -------------------------------------------------
Steven B. Larrick
3
<PAGE>
NAME CAPACITY DATE
- ---- -------- ----
/s/ Michael H. McKee Senior Vice President, Creative January 20, 1999
- ------------------------------------------------- Department and Director
Michael H. McKee
/s/ Mervyn C. Phillips, Jr. Director January 20, 1999
- -------------------------------------------------
Mervyn C. Phillips, Jr.
/s/ Guy E. Snyder Director January 20, 1999
- -------------------------------------------------
Guy E. Snyder
/s/ Timothy C. Dillon Director January 20, 1999
- -------------------------------------------------
Timothy C. Dillon
</TABLE>
4
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed by the undersigned thereunto
duly authorized in the City of Aurora, State of Illinois, on January 20, 1999.
SUCCESSORIES, INC. 1995 EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ Steven B. Larrick
-------------------------------------------------
Steven B. Larrick
Member of the Board of Directors that
administers the Plan
By: /s/ Mervyn C. Phillips, Jr.
-------------------------------------------------
Mervyn C. Phillips, Jr.
Member of the Board of Directors that
administers the Plan
By: /s/ C. Joseph LaBonte
-------------------------------------------------
C. Joseph LaBonte
Member of the Board of Directors that
administers the Plan
5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Successories, Inc. 1995 Employee Stock Purchase Plan
5.1 Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen, Ltd.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
6
Exhibit 4.1
SUCCESSORIES, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated August 26, 1998)
1. Establishment of Plan. SUCCESSORIES, INC. (hereinafter referred to as
the "Company") proposes to grant to employees of the Company and to employees of
such other subsidiaries as the Company's Board of Directors may designate from
time to time by written resolution, the opportunity to purchase $0.01 par value
common stock of the Company ("Common Stock"). Such Common Stock shall be
purchased pursuant to the Plan herein set forth which shall be known as the
"SUCCESSORIES, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN" (hereinafter referred to
as the "Plan"). The Company intends that the Plan shall qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended from time to time, ("Code") and shall be construed in a manner
consistent with the requirement of Code Section 423 and the regulations
thereunder.
2. Purpose. The Plan is intended to encourage stock ownership by all
employees of the Company, and as an incentive for them to remain in the
Company's employment, to improve operations, increase profits, and to contribute
more significantly to the Company's success.
3. Administration. The Plan shall be administered by the Board of Directors
of the Company ("the Board") or by the Compensation Committee (hereinafter
referred to as the "Committee"). The Board shall fill all vacancies in the
Committee and may remove any member of the Committee at any time, with or
without cause. The Board or the Committee shall have full power and authority to
administer and interpret the Plan, including the authority to authorize the
issuance of shares, and to make and amend rules, regulations and guidelines for
administering the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Board's or the Committee's
interpretation of the Plan, and all actions taken and determinations made by the
Board or the Committee pursuant to the power vested in it hereunder shall be
conclusive and binding on all parties concerned.
In the event the Board appoints a Committee as provided hereunder, any
action of the Committee with respect to administration of the Plan shall be
taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members. No member of the Board or the
Committee shall be liable for any action determination made in good faith with
respect to the Plan or any option granted under it.
4. Duration and Phases of the Plan. The plan will commence October 1, 1995
and will terminate September 30, 2001, except that any phase commenced prior to
such termination shall, if necessary, be allowed to continue beyond such
termination until completion. Notwithstanding the foregoing, this Plan shall be
considered of no force or effect (i.e. it will terminate retroactively and all
options granted will be null and void) unless the shareholders of the Company
approve the Plan within twelve (12) months before or after the date of its
adoption by the Board of Directors in the manner provided under the regulations
to Section 423 of the Code.
The Plan will be carried out in twenty-four (24) phases, each phase being
for a calendar quarter. Each new phase shall commence immediately after the
termination of the preceding phase. Unless otherwise determined by the Board or
the Committee, the first phase shall commence October 1, 1995 and each phase
after the first phase shall commence January 1, April 1, July 1, and October 1
of the subsequent years; provided, that the commencement of the first phase must
be within twelve (12) months of the date of approval of the Plan by the
Shareholders of the Company. The Board or the Committee may, in its discretion,
limit the number of shares available for option grants during any phase as it
deems appropriate. In the event all of the stock reserved for grant of option
under Section 11 is issued pursuant to the terms hereof prior to the
commencement of one or more phases or the number of shares remaining is so
small, in the opinion of the Board or the Committee, as to render administration
of any succeeding phase impracticable, such phase or phases may be cancelled or
the number of shares limited as provided in Section 11(b) hereof. Phases shall
be numbered successively Phase 1, Phase 2, Phase 3, etc.
<PAGE>
5. Eligibility. Each employee who is an eligible employee hereof as of the
first day of each Phase shall be eligible to participate in such Phase. For
purposes of this Plan, an "eligible employee" shall mean any employee who is
employed by the Company or a subsidiary participating hereunder as of the
commencement date of a phase and who customarily works more than twenty (20)
hours per week.
6. Participation. Participation in the Plan is voluntary. An eligible
employee who desires to participate in any phase of the Plan must complete the
Plan enrollment form provided by the Company and deliver such form to the
Company or its designated representative during the enrollment period
established by the Company prior to the commencement date of the phase.
7. Payment.
(a) Elections to Participate. As described more fully in, and subject to
the provisions of Section 7(b) and 7(c) below, each employee electing to
participate shall indicate such election on the Plan participation form and
designate therein either a percentage or dollar amount of such participant's
compensation to be withheld through payroll deductions during the phase or the
intention to submit a lump sum payment for stock purchased pursuant to the Plan
in accordance with the rules of the Plan. While participant elections are
generally made with respect to a phase prior to its commencement date, the
Committee may permit any participant to make an irrevocable election and specify
the term of such election.
(b) Payroll Deductions. Through an indication on the Plan participation
form, each employee electing to have a percentage of his or her compensation
withheld shall designate such percentage in whole percentage points of such
participant's compensation to be paid during such phase. For purposes of this
Plan, "compensation" shall be the gross amount paid by the Company to or for the
participant during the phase as cash compensation, including salary, bonuses,
commissions and overtime pay, but excluding disability payments, severance pay,
and other payments.
Each employee electing to participate through payroll deductions shall be
treated as having authorized the Company to withhold the percentage amount of
compensation elected by such participant from such participant's compensation by
payroll withholding during the phase.
Payroll deductions for a participant shall commence on the first pay day
after the commencement date of the phase and shall terminate on the last pay day
immediately prior to or coinciding with the termination date of that phase,
unless sooner modified or terminated by the participant as provided in section 9
hereof or by the Company as provided herein. The authorized deductions shall be
made over the pay periods of such phase by deducting from the participant's
compensation for each such pay period that percentage specified by the
Participant in the payroll deduction form.
(c) Lump Sum Payment. Through an indication on the Plan participation form,
each employee may elect to make a lump sum payment to the Company for the
purchase of stock pursuant to the Plan. Each employee electing to participate in
this manner must indicate to the Company prior to the beginning of each phase
the dollar amount in which he or she wishes to participate in the Plan. All lump
sum payments for participation in the Plan must be made to the Company on or
before the fifteenth day prior to the end of each phase.
(d) Limited Changes. Notwithstanding the foregoing provisions, in the event
that the Board or the Committee determines that the total payroll deductions or
lump sum contributions during the phase are likely to exceed by the termination
date of such phase the number of shares reserved by the Board or Committee for
option grants during such phase, the Board or the Committee may, in its
discretion, have the Company temporarily suspend or discontinue making further
deductions or accepting lump sum payments during the remainder of such phase on
behalf of all participants.
Except for the right to change payroll deductions or withdraw from the Plan
as provided in Section 9, no participant shall be entitled to increase or
decrease the percentage of compensation designated to be deducted or paid
2
<PAGE>
to the Company in a given phase or after the delivery deadline for enrollments
established by the Company under Section 6.
(e) Interest. No interest will be paid or allowed on any money paid into
the Plan or credited to the account of any participant except as specifically
set forth in this Plan.
8. Options.
(a) Grant of Option.
(i) Shares Granted. Subject to Section 8(a)(iv), a participant who has
elected to participate in a manner described in Section 7 and who is
employed by the Company as of the commencement date of a phase shall be
granted an option as of such date to purchase that number of full shares of
Common Stock determined by dividing the total amount expected by the
Company to be either deducted or paid as a lump sum during the phase under
Section 7 by the per share price described in Section 8(a)(ii)(A);
(ii) Option Price. Subject to the limitations hereinbelow, the option
price for such Common Stock shall be the lower of the amounts determined
under Sections A and B below:
A. Eighty-five percent (85%) of the closing price for the
Company's Common Stock as reported on the Nasdaq National Market
System or on an established securities exchange as of the commencement
date of the phase; or
B. Eighty-five percent (85%) of the closing price for the
Company's Common Stock as reported on the Nasdaq National Market
System or on an established securities exchange as of the termination
date of the phase.
In the event that the commencement or termination date of a phase is a
Saturday, Sunday or holiday, the amounts determined under the foregoing
subsections shall be determined using the price as of the last preceding
trading day.
(iii) Option Price if No Market. If the Company's Common Stock is not
listed on the Nasdaq National Market System or on an established securities
exchange, or if the Company is listed on Nasdaq but there was no trade of
the Company's Common Stock on such applicable date, the option price shall
equal the lesser of (i) eighty-five percent (85%) of the fair market value
of a share of the Company's Common Stock as of the commencement date of the
phase; or (ii) eighty-five percent (85%) of the fair market value of such
stock as of the termination date of the phase. "Fair Market Value" shall be
determined by the Board or the Committee.
(iv) Special Rules.
A. No employee shall be granted an option hereunder which permits
his or her rights to purchase stock under all employee stock purchase
plans of the Company, or its subsidiaries to accrue at a rate which
exceeds Twenty Five Thousand Dollars ($25,000.00) of the fair market
value of such stock (determined when the option was granted) during
(i) any calendar year for which the option was outstanding at any time
or (ii) any twelve (12) month period for which the option was
outstanding at any time.
EXAMPLE: An employee participating in Phase I of the Plan
from October 1, 1995 through December 31, 1995 at the
maximum level of participation ($25,000.00 of fair market
value of the stock) would not be eligible to participate in
the Plan again until October 1, 1996.
3
<PAGE>
B. No employee shall be granted an option hereunder if such
employee would own and/or hold outstanding option to purchase,
immediately after the grant, stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of
stock of the Company or of any subsidiary of the Company. For
purposes of determining stock ownership under this section, the rules
of Section 424(d) of the Internal Revenue Code shall apply and stock
which an employee may purchase under outstanding options shall be
treated as owned by the employee; or
C. Which, if exercised, would cause the limits established by the
Board or the Committee under Section 4 or 11 of the Plan to be
exceeded.
(b) Exercise of Option.
(i) Automatic Exercise. Unless a participant exercised the right of
withdrawal in the manner provided in Section 9, such participant's option
for the purchase of the shares of Common Stock as determined in Section
8(a)(i) will be exercised automatically by the Company on the termination
date of that phase. The Company shall use either the accumulated payroll
deductions or lump sum payments received to purchase whole shares of Common
Stock for each such participant, subject to the limitations set forth
elsewhere in this Plan.
(ii) Issuance of Stock. As soon as administratively practicable after
the termination of any phase, the Company, or its transfer agent or other
authorized representative, will deliver to each participant herein, as
appropriate, either (1) the Common Stock purchased upon the exercise of the
participant's option, together with a cash payment equal to the balance, if
any, of the participant's contribution which were not used for the purchase
of whole shares of Common Stock, or (2) in the case of a participant who
withdrew in the manner provided in Section 9, a cash payment equal to the
total payroll deduction made by the participant during the phase.
9. Withdrawal or Change of Payroll Deductions.
(a) Withdrawal. A participant may, at any time, withdraw all payroll
deductions held by the Company that had been reduced from the participant's
compensation during the phase by giving written notice of withdrawal to the
Company; provided, that in order to withdraw at the end of a phase and avoid the
automatic exercise described in Section 8(b) hereof, a participant must provide
written notice of such withdrawal in the manner required by the Company no later
than fifteen (15) days prior to the termination date of the phase (unless such
fifteen (15) day advance written notice requirement is waived in writing by the
Board or Committee). As soon as administratively practicable after the Company's
receipt of such notice of withdrawal, all payroll deductions held by the Company
for the participant will be paid to such participant and no further payroll
deductions will be made during that phase. In such case, the option granted the
participant under that phase of the Plan shall immediately lapse. Partial
withdrawals of payroll deductions may not be made.
(b) Other Changes. A participant may, prior to the commencement date of
each new phase of the Plan, change his or her participation election for the
phase be increasing or decreasing the dollar amount or percentage of
compensation to be deducted from such participant's compensation or the lump sum
amount to be paid during the phase. In no event may a participant make more than
one (1) change per phase. To be effective, such change must be in writing in a
form approved by the Company.
10. Termination of Employment. If a participant's employment terminates
with the Company for any reason whatsoever, including by reason of death or
disability, the payroll deductions held by the Company or lump sum payments
received by such participant for such phase, if any, will be paid to the
participant, or, in the case of death, to such participant's estate, and any
options granted to such participant under the Plan shall immediately terminate
as of the date such participant's employment terminates. For purposes of the
Plan, the date of employment termination shall be defined as the date an
employee or beneficiary of an employee is first entitled to COBRA continuation
coverage in connection with the cessation of the employee's services.
4
<PAGE>
In the event a participant dies after exercise of the participant's option
but prior to issuance of the Common Stock and/or delivery of cash, if any, to be
transferred pursuant to the exercise, any such stock and/or cash shall be paid
to the participant's estate.
In the event that any subsidiary ceases to be a subsidiary of the Company,
the employees of such subsidiary shall be considered to have terminated their
employment for purposes of Section 10 hereof as of the date the subsidiary
ceased to be a subsidiary of the Company.
11. Stock Reserved for Options.
(a) Amount. Three Hundred Fifty Thousand (350,000) shares of Common Stock,
which may be Treasury stock or stock of original issue of the Company (or the
number and kind of securities to which said 350,000 shares may be adjusted in
accordance with Section 13 hereof) are reserved for issuance upon the exercise
of options to be granted under Plan. Shares subject to the unexercised portion
of any lapsed or expired option may again be subject to option under the Plan.
(b) Limitation. If the Board or the Committee determines that the total
number of shares of Common Stock for which options are to be granted on the
commencement date of a given phase exceeds the number of shares then remaining
available under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding), or if the number of shares of Common
Stock for which options are to be granted exceeds the number of shares
designated for option grants by the Board for such phase, the Board or Committee
shall make a pro rata allocation of the shares remaining available in as nearly
uniform and equitable a manner as it shall consider practicable as of the
commencement date or, if the Board or Committee so elects, as of the termination
date of the phase. In the event of allocation as of the commencement date, the
payroll deduction to be made pursuant to the Plan which would otherwise apply
during the phase shall be reduced accordingly. The Board or Committee shall give
written notice to each affected participant following the commencement of any
such phase of the pro rata allocation which may occur as of the termination of
the phase or, as the case may be, the pro rata allocation and reduction
occurring as of the commencement date.
(c) No Shareholder Rights. The participant (or a joint tenant named
pursuant to Section 11(d) hereof) shall have no rights as a shareholder with
respect to any shares subject to the participant's option until the date a stock
certificate evidencing such shares is issued. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued, except as otherwise provided
in Section 13 hereof.
(d) Issuance of Shares. The shares of Common Stock to be delivered to a
participant pursuant to the exercise of an option under the Plan will be
registered in the name of the participant or, if the participant so directs by
written notice to the Company prior to the termination date of that phase of the
Plan, in the names of the participant and one other person the participant may
designate as the participant's joint tenant with rights of survivorship, to the
extent permitted by law.
12. Accounting and Use of Funds. Payroll deductions made by the Company for
participants and lump sum payments made by participants to the Company shall be
credited to bookkeeping accounts, one for each participant, established by the
Company for each such participant under the Plan. All funds from payroll
deductions held by the Company under the Plan may be used, without limitation,
for any corporate purpose by the Company, which shall not be obligated to
segregate such funds from its other funds.
13. Adjustment Provision. Subject to any required action by the
shareholders of the Company, in the event of an increase or decrease in the
number of outstanding shares of Common Stock of the Company resulting from a
subdivision or consolidation of shares or the payment of a stock dividend or any
other increase or decrease in the number of shares of stock of the Company then
outstanding effected without receipt of consideration by the Company, the number
of shares of stock subject to each outstanding option and the number of shares
remaining reserved for grant
5
<PAGE>
and not yet subject to option and the price per share thereof shall be equitably
adjusted by the Board to reflect such change. In the event of sale by the
Company of substantially all of its assets and the consequent discontinuance of
its business, or in the event of a merger, exchange, consolidation or
liquidation, the Board shall, at the time of adoption of the plan for sale,
merger, exchange, consolidation or liquidation, provide for one or more of the
following: (i) the acceleration of the exercisability of outstanding options
granted at the commencement of the phase then in effect, to the extent of the
payroll deductions or lump sum payments made as of the date of such acceleration
pursuant to Section 7 hereof; (ii) the complete termination of this Plan and a
refund of amounts credited to the participants accounts hereunder; or (iii) the
continuance of the Plan only with respect to completion of the then current
phase and the exercise of options thereunder. In the event of such continuance,
participants shall have the right to exercise their options as to an equivalent
number of shares of stock of the corporation succeeding the Company by reason of
such sale, merger, exchange, consolidation or liquidation. In the event of a
merger, exchange or consolidation where the Company survives and there is no
reclassification, exchange or distribution with respect to the Company's Common
Stock in connection with such merger, exchange or consolidation, then the Plan
shall continue in effect, unless the Board takes one or more of the actions set
forth hereinabove. The grant of an option pursuant to the Plan shall not limit
in any way the right or power of the Company to make adjustments,
reclassification, reorganizations or changes with respect to its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
14. Non-Transferability of Options. Options granted under any phase of the
Plan may not be transferred nor may payroll deductions made with respect to a
participant account, or any rights with regard to the exercise of an option or
the receipt of Common Stock under any phase of the Plan be assigned,
transferred, pledged or otherwise disposed of in any way by the participant. Any
such attempted assignment, transfer, pledge or other disposition shall be null
and void and without effect. Each option granted to a participant hereunder must
be exercised during the participant's lifetime only by the participant.
15. Amendment and Termination. The Plan may be terminated at any time by
the Board provided that, except as permitted in Section 13 hereof, no such
termination will take effect with respect to any option then outstanding. Also,
the Board may, from time to time, amend the Plan as it may deem proper and in
the best interests of the Company or as may be necessary to comply with Section
423 of the Internal Revenue Code of 1986 or other applicable laws or
regulations; provided, that no such amendment shall, without prior approval of
the shareholders of the Company (a) increase the total number of shares for
which options may be granted under the Plan (except as provided in Section 13
herein); (b) impair any outstanding option; (c) materially modify the
requirements as to eligibility for Plan participation; (d) affect the option
price at which Plan options may be granted; or (e) materially increase the
benefits accruing to Plan participants.
16. Notices. All notices or other communication in connection with the Plan
or any phase thereof shall be in the form specified by the Board or Committee
and shall be deemed to have been duly given when received by the participant or
by the Company or its designated representative, as the case may be.
6
Exhibit 5.1
January 20, 1999
Successories, Inc.
2520 Diehl Road
Aurora, IL 60504
Ladies and Gentlemen:
We are acting as counsel for Successories, Inc. (the "Company") in
connection with the issuance of up to an additional 175,000 shares of common
stock, $.01 par value per share (the "Shares") by the Company pursuant to the
Plan, as defined below. A registration statement on Form S-8 ("Registration
Statement"), has been filed under the Securities Act of 1933, as amended ("Act")
with respect to the original offering of the Shares under the Plan.
In connection with the offering of Shares, we have examined:
(i) the Successories, Inc. 1995 Employee Stock Purchase Plan, as
amended and restated ("Plan") which is filed as Exhibit 4.1 to
the Registration Statement;
(ii) the Registration Statement including the remainder of the
exhibits thereto; and
(iii) such other documents as we deem necessary to form the opinions
hereinafter expressed.
As to various questions of fact material to such opinions, where relevant
facts were not independently established, we have relied upon statements of
officers of the Company.
Our opinion assumes that:
(a) the pertinent provisions of such federal and state securities
laws as may be applicable have been complied with; and
(b) the Shares are issued in accordance with the terms of the Plan.
Based and relying solely upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares represent
original issuances by the Company, when issued pursuant to the Plan after the
Registration Statement has become effective under the Act will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. 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 Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
CARROLL, HARTIGAN, FARMER, CERNEY &
McGILLEN, LTD.
By: /s/ C. Richard Farmer
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One of its attorneys
Exhibit 23.1
Consent of Independent Public Accountants
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As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
April 24, 1998 (except with respect to the matter discussed in the third
paragraph of Note 7, as to which the date is May 14, 1998), which appears on
page F-1 of the Successories, Inc. Annual Report on Form 10-K.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
January 19, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated April 26, 1996, except as to (a) the
pro forma information for the period May 1, 1995 through February 3, 1996
presented in Note 11, the date of which is April 18, 1997 and (b) the basic and
diluted earnings per share amounts for the period May 1, 1995 through February
3, 1996 presented in the consolidated statements of operations and in Notes 11
and 14, the date of which is April 24, 1998, which appears on page F-3 of the
Successories, Inc. Annual Report on Form 10-K for the year ended January 31,
1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
January 19, 1999
