<PAGE> 1
As filed with the Securities and Exchange Commission on October 28, 1996
Registration No.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GILMAN & CIOCIA, INC.
(Name of small business issuer in its charter)
Delaware 11-2587324
(State or jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) No.)
475 Northern Boulevard, Great Neck, NY 11021
(Address of principal executive offices) (Zip code)
Not Applicable
Full Title of Plan
Mr. Ralph Esposito
Gilman & Ciocia, Inc.
475 Northern Boulevard
Great Neck, NY 11021
(Name and Address of agent for service)
(516) 482-4860
(Telephone number, including area code, of agent for service)
With copies to:
Seth A. Akabas, Esq.
Akabas & Cohen
488 Madison Avenue, 6th Floor
New York, NY 10022
(212) 308-8505
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of each Amount to be Proposed Proposed Amount
class of registered maximum maximum of
securities to offering aggregate regis-
be registered price per offering tration
share(1) price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 5,000 shares $1.75 $ 8,750 $ 3.00
</TABLE>
- --------
1 Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as
amended, the offering price was calculated as follows: 5,000 at a fixed price of
$1.75 per share; 6,000 at a fixed price of $3.38 per share; 84,000 at an
exercise price of 50% of market price of $2.50 per share based on a closing
price 5 days before filing; 340,000 at a fixed price of $3.50 per share; 10,000
at a fixed price of $1.75 per share; and 10,000 at a fixed price of $2.62 per
share.
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<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common Stock 6,000 shares $3.38 $ 20,280 $ 7.00
- --------------------------------------------------------------------------------
Common Stock 84,000 $2.50 $ 210,000 $ 72.00
shares
- --------------------------------------------------------------------------------
Common Stock 340,000 $3.50 $1,190,000 $410.00
shares
- --------------------------------------------------------------------------------
Common Stock 10,000 $1.75 $ 17,500 $ 6.00
shares
- --------------------------------------------------------------------------------
Common Stock 10,000 $2.62 $ 26,200 $ 9.00
shares
================================================================================
TOTAL DUE: $507.00
</TABLE>
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required under this Part I will be contained in documents
delivered to the option holders and is not included herein.
<PAGE> 4
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement, and all documents hereafter filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered pursuant
to this registration statement have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents:
(a) The Registrant's Annual Report of Form 10-KSB for its
fiscal year ended June 30, 1996;
(b) Not applicable; and
(c) The text under the caption "DESCRIPTION OF SECURITIES -- Common Stock"
in the Registrant's registration statement on Form SB-2 under the Securities Act
of 1933, as amended, File No. 33-80627.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock will be passed on for the Registrant by
Akabas & Cohen, 488 Madison Avenue, 6th Floor, New York, NY 10022. Akabas &
Cohen owns 8,081 shares of common stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article EIGHTH of the Corporation's Certificate of Incorporation
provides:
A director of this Corporation shall not be personally liable to
this Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to this Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper
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personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of this
Corporation shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended.
Article NINTH of the Corporation's Certificate of Incorporation
provides:
This Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or complete
action, suit or proceeding, whether civil, criminal, administrative or
investigative, or by or in the right of this Corporation to procure
judgment in its favor, by reason of the fact that he is or was a director
or officer, employee or agent of this Corporation, or is or was serving at
the request of this Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, 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 this Corporation, in accordance with and to the full extent
permitted by statute. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by this Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by this Corporation as authorized in this section. The
indemnification provided by this section shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled
under these Articles or any agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Article TENTH of the Company's By-Laws provides as follows:
Any person made a party to any action or proceeding (whether or not
by or in the right of the Corporation to procure a judgment in its favor
or by or in the right of any other corporation) by reason of the fact that
he, his testator or intestate, is or was a director, officer or employee
of the Corporation, or of any corporation which he served as such at the
request of the Corporation, shall be indemnified by the
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Corporation against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of or as a result of such
action or proceeding, or in connection with any appeal therein, to the
full extent permitted under the laws of the State of Delaware from time to
time in effect. The Corporation shall have the power to purchase and
maintain insurance for the indemnification of such directors, officers and
employees to the full extent permitted under the laws of the State of
Delaware from time to time in effect. Such right of indemnification shall
not be deemed exclusive of any other rights of indemnification to which
such director, officer or employee may be entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are to be reoffered or resold pursuant to
this registration statement. Any of the shares covered by this registration
statement will be acquired by nonaffiliates of the Registrant and will not be
restricted securities.
ITEM 8. EXHIBITS.
4.1 Resolution of Designation, Powers, Preferences and
Rights of Series A Preferred Stock, incorporated by
reference to the like numbered exhibit in the
Registrant's Registration Statement on Form SB-2 under
the Securities Act of 1933, as amended, File No.
33-70640-NY
4.2 Form of Warrant of Bridge Loan lenders, incorporated by
reference to the like numbered exhibit in the
Registrant's Registration Statement on Form SB-2 under
the Securities Act of 1933, as amended, File No.
33-70640-NY
4.3 Form of Warrant included in Units, incorporated by
reference to the like numbered exhibit in the
Registrant's Registration Statement on Form SB-2 under
the Securities Act of 1933, as amended, File No.
33-70640-NY
4.4 Form of Underwriter's Warrant, incorporated by reference
to the like numbered exhibit in the Registrant's
Registration Statement on Form SB-2 under the Securities
Act of 1933, as amended, File No. 33-70640-NY
5 Opinion of Akabas & Cohen
23.1 Consent of Akabas & Cohen (Included in Exhibit 5)
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23.2 Consent of Weinick, Sanders & Co., L.L.P.
23.2 Consent of BDO Seidman, LLP
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes to:
(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution;
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering;
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering; and
(e) If the Registrant requests acceleration of the effective date of the
Registration Statement under Rule 461 under the Securities Act, the Registrant
acknowledges that:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer 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 small business issuer will,
unless in the opinion of its counsel
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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 Securities Act and will be
governed by the final adjudication of such issue.
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<PAGE> 9
SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Great
Neck, State of New York, on October 25, 1996.
GILMAN & CIOCIA, INC.
By:/s/ Ralph Esposito
-----------------------------------------
Ralph Esposito
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
/s/ James Ciocia President, Chief October 25, 1996
- --------------------- Executive Officer
James Ciocia and Director
/s/ Thomas Povinelli Vice President and October 25, 1996
- --------------------- Director
Thomas Povinelli
/s/ Ralph Esposito Chief Financial October 25, 1996
- --------------------- Officer
Ralph Esposito
/s/ Gary Besmer Vice President and October 25, 1996
- --------------------- Director
Gary Besmer
- --------------------- Vice President,
Kathryn Travis Secretary and Director
- --------------------- Director
Louis Karol
/s/ Seth Akabas Director October 25, 1996
- ---------------------
Seth Akabas
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INDEX
Exhibit Description Page
4.1 Resolution of Designation, Powers, Preferences and
Rights of Series A Preferred Stock, incorporated by
reference to the like numbered exhibit in the
Registrant's Registration Statement on Form SB-2
under the Securities Act of 1933, as amended, File
No. 33-70640-NY
4.2 Form of Warrant of Bridge Loan lenders,
incorporated by reference to the like numbered
exhibit in the Registrant's Registration Statement
on Form SB-2 under the Securities Act of 1933, as
amended, File No. 33-70640-NY
4.3 Form of Warrant included in Units, incorporated by
reference to the like numbered exhibit in the
Registrant's Registration Statement on Form SB-2
under the Securities Act of 1933, as amended, File
No. 33-70640-NY
4.4 Form of Underwriter's Warrant, incorporated by
reference to the like numbered exhibit in the
Registrant's Registration Statement on Form SB-2
under the Securities Act of 1933, as amended, File
No. 33-70640-NY
5* Opinion of Akabas & Cohen
23.1* Consent of Akabas & Cohen (Included in Exhibit 5)
23.2* Consent of Weinick Sanders & Co., L.L.P.
23.3* Consent of BDO Seidman, LLP
- ----------------
* filed herein
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<PAGE> 1
Exhibit 5
[AKABAS & COHEN LETTERHEAD]
October 25, 1996
Board of Directors
Gilman & Ciocia, Inc.
475 Northern Boulevard
Great Neck, NY 11021
Re: Gilman & Ciocia, Inc.
Registration Statement on Form
S-8
Gentlemen:
We have acted as counsel to Gilman & Ciocia, Inc., a Delaware corporation
(the "Registrant"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (together with all amendments, the
"Registration Statement"). This Registration Statement relates to the
registration under the Securities Act of 1933, as amended, of 455,000 shares of
the Registrant's common stock, par value $.01 per share (the "Common Stock").
In connection with the proposed offering, we have examined the Certificate
of Incorporation, as amended, the Bylaws of the Registrant, the form of
certificates representing shares of Common Stock, resolutions of the Board of
Directors of the Registrant, the John DeLillo Stock Option Plan, Steven Gilbert
Stock Option Plan, the Abraham Dorfman Plan (collectively as the "Plans") and
the Registration Statement and the Exhibits filed therewith. We have also made
such inquiries and examined originals, certified copies or copies of such other
documents and instruments as we have deemed necessary or appropriate for the
purpose of this opinion. For purposes of such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to the
original documents of all copies submitted.
Based upon the forgoing inquiries and examinations, and subject to the
qualifications and limitations herein set forth, we are of the opinion that:
<PAGE> 2
[AKABAS & COHEN LETTERHEAD]
1. The Registrant is a duly organized and validly existing corporation
under the laws of the State of Delaware.
2. The securities covered by the Registration Statement are duly
authorized and, when issued and sold in the manner contemplated by the Plans, or
by the applicable written agreement, and by the Registration Statement, will be
validly issued, fully paid and non-assessable securities of the Registrant.
We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus forming part of the Registration Statement and any amendment
thereto, and to the filing of this opinion as Exhibit 5 thereto.
This opinion may not be used, circulated, quoted or otherwise referred to
for any purpose without our prior written consent and may not be relied upon by
any person or entity other than the Registrant and its successors and assigns.
This opinion is based upon our knowledge of law and facts as of this date. We
assume no duty to communicate to you with respect to any matter which comes to
our attention hereafter.
Very truly yours,
/s/ Akabas & Cohen
<PAGE> 1
Exhibit 23.2
[WEINICK, SANDERS & CO. LLP LETTERHEAD]
Consent of Weinick, Sanders & Co. LLP
(Independent Certified Public Accountants)
We consent to the use in the Registration Statement on Form S-8 of our
report dated August 17, 1995 (except for Note 7(d) as to which the date is
September 22, 1995) on the consolidated statements of income, stockholder's
equity and cash flows of Gilman & Ciocia, Inc. and subsidiaries (the "Company")
for the year ended June 30, 1995, incorporated by reference of the Company's
Annual Report on Form 10-KSB.
/s/ Weinick, Sanders & Co. LLP
-----------------------------------
New York, New York
October 23, 1996
<PAGE> 1
EXHIBIT 23.3
[BDO SEIDMAN LLP LETTERHEAD]
CONSENT OF BDO SEIDMAN, LLP
Gilman & Ciocia, Inc.
Great Neck, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated September
30, 1996, relating to the consolidated financial statements of Gilman & Ciocia,
Inc. and subsidiaries appearing in the Company's Annual Report on Form 10-KSB
for the year ended June 30, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
October 24, 1996
