<PAGE> 1
As filed with the Securities and Exchange Commission on April 14, 1998
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. Thomas Povinelli
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, 11th Floor
New York, NY 10022
(212) 308-8505
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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 price fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 75,000 $2.75 $ 206,250 $ 60.84
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 32,000 $2.75 $ 88,000 $ 25.96
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 16,000 $2.75 $ 44,000 $ 12.98
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 50,000 $2.75 $ 137,500 $ 40.56
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 40,000 $2.75 $ 110,000 $ 32.45
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 10,000 $2.00 $ 20,000 $ 5.90
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 10,000 $2.00 $ 20,000 $ 5.90
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 100,000 $4.75 $ 475,000 $ 140.13
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 50,000 $5.00 $ 250,000 $ 73.75
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 21,000 $5.00 $ 105,000 $ 30.98
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 85,000 $5.00 $ 425,000 $ 125.38
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 45,000 $5.00 $ 225,000 $ 66.38
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 75,000 $5.00 $ 375,000 $ 110.63
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 100,000 $6.00 $ 600,000 $ 177.00
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 100,000 $6.00 $ 600,000 $ 177.00
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 15,000 $6.00 $ 90,000 $ 26.55
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 15,000 $6.00 $ 90,000 $ 26.55
shares
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 5,000 $6.00 $ 30,000 $ 8.85
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 12,000 $6.00 $ 72,000 $ 21.24
shares
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Common Stock 21,000 $7.00 $ 147,000 $ 43.37
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 105,000 $7.00 $ 735,000 $ 216.83
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 44,000 $7.00 $ 308,000 $ 90.86
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 75,000 $7.00 $ 525,000 $ 154.88
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 37,500 $7.50 $ 281,250 $ 82.97
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 18,750 $9.50 $ 178,125 $ 52.55
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 18,750 $11.50 $ 215,625 $ 63.61
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 12,500 $7.50 $ 93,750 $ 27.66
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 6,250 $9.50 $ 59,375 $ 17.52
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 6,250 $11.50 $ 71,875 $ 21.20
shares
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Common Stock 300,000(1) $14.56 $4,368,000 $1,288.56
shares
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 125,000 $10.00 $1,250,000 $ 368.75
shares
================================================================================================================================
TOTAL DUE: $3,597.79
=========
</TABLE>
- --------
(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933,
as amended, the offering price was calculated at $14.56 per share at the current
market price as of April 7, 1998.
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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.
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 of 1934, as
amended, 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, as amended, of Form 10-KSB for its
fiscal year ended June 30, 1997;
(b) The Registrant's Quarterly Reports on Form 10-QSB for its period
ended September 30, 1997 and December 31, 1997; 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. 333- 42521.
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, 11th Floor, New York, NY 10022. Akabas &
Cohen owns 8,081 shares of common stock. Seth Akabas, a partner of Akabas &
Cohen, owns 885 shares of the Company's Common Stock.
4
<PAGE> 5
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 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
5
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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 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
6
<PAGE> 7
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
24.1 Consent of Akabas & Cohen (Included in Exhibit 5)
24.2 Consent of Arthur Andersen, LLP
99.1 Announcement of an incentive plan to the employees,
consultants and independent contractors of the
Registrant in connection with the 1997 Common Stock
and Incentive and Non-Qualified Stock Option Plan of
Gilman & Ciocia, Inc.
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:
7
<PAGE> 8
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 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.
8
<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 April 9, 1998.
GILMAN & CIOCIA, INC.
By:/s/ Thomas Povinelli
--------------------
Thomas Povinelli
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.
<TABLE>
<S> <C> <C>
/s/ James Ciocia President, Chief April 9, 1998
- --------------------- Executive Officer
James Ciocia and Director
/s/ Thomas Povinelli Vice President, April 9, 1998
- --------------------- Chief Financial Officer
Thomas Povinelli Director
/s/ Gary Besmer Vice President and April 9, 1998
- --------------------- Director
Gary Besmer
/s/ Kathryn Travis Vice President, April 9, 1998
- --------------------- Secretary and Director
Kathryn Travis
/s/ Louis Karol Director April 9, 1998
- ---------------------
Louis Karol
/s/ Seth Akabas Director April 9, 1998
- ---------------------
Seth Akabas
</TABLE>
9
<PAGE> 10
INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
<S> <C> <C>
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
24.1* Consent of Akabas & Cohen (Included in Exhibit 5)
24.2* Consent of Arthur Andersen, LLP
99.1* Announcement of an incentive plan to the employees, consultants and
independent contractors of the Registrant in connection with the 1997
Common Stock and Incentive and Non-Qualified Stock Option Plan of
Gilman & Ciocia, Inc.
</TABLE>
* filed herein
10
<PAGE> 1
[AKABAS & COHEN LETTERHEAD]
April 13, 1998
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 1,626,000 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, Serafino Maiorano Plan, Dominick Ciocia Plan,
Gerald Hoenings Plan, John Brower Plan, Lee Povinelli Plan, Lewis Pasquin Plan,
George Dagher Plan, Steven Gilbert Plan, Marc Cohen Plan, Greg Ferone Plan,
Dominick Riolo Plan, Walter Shair Plan, Abraham Dorfman Plan, Jeff Altman Plan,
Vernon Lemmon Plan, Steve Hand Plan and the 1997 Common Stock and Incentive and
Non-Qualified Stock Option Plan of Gilman & Ciocia, Inc. (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
<PAGE> 2
documents, and the conformity to the original documents of all copies submitted.
Based upon the foregoing inquiries and examinations, and subject to the
qualifications and limitations herein set forth, we are of the opinion that:
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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 3, 1998
included in Gilman & Ciocia, Inc.'s Form 10-KSB Amendment No. 2 for the year
ended June 30, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, New York
April 9, 1998
<PAGE> 1
GILMAN & CIOCIA, INC.
MEMORANDUM
TO: ALL EMPLOYEES, CONSULTANTS AND INDEPENDENT CONTRACTORS
FROM: Thomas Povinelli
DATE: December 30, 1997
SUBJECT: 1997 Common Stock and Incentive and Non-Qualified Stock Option Plan
of Gilman & Ciocia, Inc. (the "Plan")
- ------------------------------------------------------------------------------
In connection with the above-captioned Plan, the Option Committee of the
Board of Directors of Gilman & Ciocia, Inc. (the "Company") resolved that at
the end of each calendar year for 1998, 1999 and 2000, each and every employee,
consultant and independent contractor of the Company will be granted 100
options to purchase the Company's Common Stock at the then current market price
for every whole amount of $25,000 in net revenues (tax preparation or financial
planning) he or she generates for the Company, beginning January 1, 1998. For
example, if an employee generates $40,000 in tax preparation revenues and
$45,000 in financial planning revenues to the Company (exclusive of the
commission share kept by the employee) from January 1, 1998 to December 31,
1998, he or she shall be entitled to an option to purchase 300 shares of common
stock at the market price on December 31, 1997.
Such options will have a five-year term from the date of grant and will
vest two years after grant, provided such individual is still associated with
the Company at the time of vesting.
Good luck in reaching your goals for 1998! Best wishes for the new year!
