<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
CMG INFORMATION SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2921333
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
187 BALLARDVALE STREET, SUITE B110, WILMINGTON, MASSACHUSETTS 01887
(508) 657-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________________
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
______________________
DAVID S. WETHERELL
Chairman, President and Chief Executive Officer
CMG Information Services, Inc.
187 Ballardvale Street, Suite B110
Wilmington, Massachusetts 01887
(508) 657-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy of communications to:
WILLIAM WILLIAMS II, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each class of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 141,000 shares $26.625 $3,754,125.00 $1,294.53
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of the lowest
reported bid price and the highest reported asked price of the Common
Stock, par value $.01 per share, on the Nasdaq National Market on June 19,
1996. The actual price of shares issued under the 1995 Stock Option Plan
for Non-Employee Directors is determined on the date options are granted
with respect to such shares and the actual price of shares issued.
Page 1 of 11 Sequential Pages
Exhibit Index appears on Page 8
<PAGE>
INTRODUCTORY STATEMENT
CMG Information Services, Inc. (referred to as "CMG", the "Company" or the
"Registrant") hereby files this Registration Statement on Form S-8 relating to
141,000 shares of its Common Stock, $0.01 par value, issuable upon exercise of
options granted and to be granted under the CMG Information Services, Inc. 1995
Stock Option Plan for Non-Employee Directors (the "1995 Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and 1995 Plan Annual Information*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Item
1, Part I of the General Instructions to Form S-8.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1995; the Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended October 31, 1995, January 31, 1996, and April
30, 1996.
(b) The Registrant hereby represents that since filing its Quarterly
Reports on Form 10-Q for the fiscal quarter ended April 30, 1996, it
has not filed, nor has it been required to file, any reports pursuant
to Section 13(g) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(c) The Common Stock is registered pursuant to Section 12(g) of the
Exchange Act. The description of the Common Stock contained in the
Registrant's registration statement on Form 8-A filed with the
Commission on November 10, 1993 pursuant to Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of
updating such description, is incorporated by reference in this
Registration Statement and made a part hereof.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware establishes a
foundation for indemnification in the corporate setting by providing that
corporations shall have the power to indemnify officers and directors and
certain circumstances. The Company's charter contains a provision protecting
directors from personal liability for monetary damages for breach of fiduciary
duty as a director in certain circumstances even if the conduct might be
negligent or grossly negligent. A director is still liable for (i) a breach of
his duty of loyalty, (ii) a situation where the director's acts or omissions are
not in good faith or there is intentional misconduct or a knowing violation of
the law, (iii) a situation where unlawful dividends or stock repurchases are
made, or (iv) a situation where the director derives an improper personal
benefit. The By-laws of the Company provide for indemnification of officers and
directors who have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company. The Company has
expanded such indemnification by executing indemnification agreements with all
directors. The Company also maintains officer and director liability insurance
covering liabilities of such persons incurred in their capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits filed with or included as part of this
Registration Statement is set forth in the Index to Exhibits on page 8 and is
incorporated herein by reference.
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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the
4
<PAGE>
aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) 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 Statements;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 of any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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 that time shall
be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to be delivered with the
prospectus, to each person to whom the prospectus is given or sent,
the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and where interim financial information required to be
presented by Article 3 of Rule S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide
such interim financial information.
5
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(d) 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
Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
The Registrant.
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 Wilmington, Commonwealth of Massachusetts, on this
25th day of June, 1996.
CMG INFORMATION SERVICES, INC.
(Registrant)
By: /s/ David S. Wetherell
----------------------------------
David S. Wetherell
Chairman of the Board,
President and Chief Executive Officer
6
<PAGE>
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.
Signature Title Date
--------- ----- ----
/s/ David S. Wetherell Chairman, Chief Executive June 25, 1996
- ---------------------- Officer and President
David S. Wetherell (Principal Executive Officer)
/s/ Andrew J. Hajducky III Chief Financial Officer June 25, 1996
- -------------------------- and Treasurer
Andrew J. Hajducky III (Principal Financial and
Accounting Officer)
Director June 25, 1996
- --------------------------
Gregory M. Avis
/s/ John A. McMullen Director June 25, 1996
- --------------------
John A. McMullen
/s/ David S. Wetherell Director June 25, 1996
- ----------------------
David S. Wetherell
7
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1993
CMG INFORMATION SERVICES, INC.
------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
EXHIBIT PAGE NUMBER OR INCORPORATED BY
NUMBER DESCRIPTION REFERENCE TO
- --------- ----------- ------------------------------------
<S> <C> <C>
4 The Company's Restated Certificate of Exhibit 3.1 to the Company's
Incorporation, as amended, and Registration Statement No. 33-71518
"Description of Capital Stock" on Form S-1, as amended by Exhibit
3(i)(1) to the Company's Quarterly
Report on Form 10-Q for the period
ended April 30, 1996, both
incorporated herein by reference
5 Opinion of Palmer & Dodge, counsel to Filed herewith on Page 9
the Company, regarding legality of the
securities being registered
23.1 Consent of KPMG Peat Marwick LLP, Filed herewith on Page 11
independent accountants
23.2 Consent of Palmer & Dodge, counsel to Filed herewith as part of Exhibit 5
the Company hereto
</TABLE>
8
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EXHIBIT 5
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 25, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Re: Registration Statement on Form S-8 with Respect to the 1995 Stock
Option Plan for Non-Employee Directors of CMG Information Services, Inc.
Dear Sir or Madam:
Reference is made to the above-mentioned Registration Statement on Form S-8
(the "Registration Statement") to be filed by CMG Information Services, Inc., a
Delaware corporation (the "Company"), on June 25, 1996, with the Securities and
Exchange Commission regarding the issuance and sale by the Company of 141,000
shares (the "Shares") of its common stock, par value $0.01 per share, pursuant
to options granted and to be granted under the Company's 1995 Stock Option Plan
for Non-Employee Directors (the "Plan").
We are general counsel for the Company and are familiar with the proceedings
of its stockholders and Board of Directors. In connection with this opinion
(the "Opinion"), we have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of the following: (i)
the Registration Statement; (ii) the Plan; and (iii) such other certificates,
documents and records as we have deemed necessary to render the Opinion.
Furthermore, we have made inquiry of such of the Company's officers, directors
and agents as we have deemed necessary to render the Opinion.
Based upon the foregoing, we are of the opinion that the Shares to be sold to
optionees upon exercise of the above-described options under the Plan will, when
issued and sold for the consideration stated in the Plan, be validly issued,
fully paid and non-assessable.
<PAGE>
Securities and Exchange Commission
June 25, 1996
Page Two
We understand that this Opinion is to be used in connection with the
Registration Statement, and we hereby consent to the filing of this Opinion with
and as part of the Registration Statement. It is understood that this Opinion
shall only apply to Shares offered and issued while said Registration Statement
is effective under the Securities Act of 1933, as amended.
Very truly yours,
Palmer & Dodge LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
CMG Information Services, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of CMG Information Services, Inc. of our reports dated September 15,
1995, relating to the consolidated balance sheets of CMG Information Services,
Inc. and subsidiaries as of July 31, 1995 and 1994 and the related consolidated
statements of income, stockholders' equity, and cash flows and related schedule
for each of the years in the three-year period ended July 31, 1995, which report
appears in the July 31, 1995 annual report on Form 10-K of CMG Information
Services, Inc.
KPMG Peat Marwick LLP
Boston, Massachusetts
June 24, 1996
