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As filed with the Securities and Exchange Commission on October 5, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AQUIS COMMUNICATIONS GROUP, INC.
DELAWARE 22-3281446
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1719A ROUTE 10, SUITE 300
PARSIPPANY, NJ 07504
(Address of principal executive offices)
-------------------------------------------
JOHN B. FREILING COPIES OF COMMUNICATIONS TO:
PRESIDENT Joseph P. Galda, Esquire
1719A ROUTE 10, SUITE 300 Buchanan Ingersoll
PARSIPPANY, NJ 07054 Professional Corporation
(Name and address of agent for service) Eleven Penn Center
(973) 560-8001 1835 Market Street, 14th Floor
(Telephone number of agent for service) Philadelphia, PA 19103
(215) 665-3879
<TABLE>
<CAPTION>
==========================================================================================================
CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED SHARE(1) PRICE
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $.01 per share) 300,000(2) $0.7969 $239,055 $63.11
==========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). In accordance with Rule 457(h), the maximum offering price
is the average of the high and low sale prices for the Common Stock as
quoted on the Nasdaq SmallCap Market on October 4, 2000.
(2) Represents options granted to an employee, Nick T. Catania on January 4,
2000 pursuant to a written compensation agreement.
-----------------------
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The documents containing the information specified in Part I of this
Registration Statement will be sent or given to the employee as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to common stock of Aquis Communications
Group, Inc. (the "Company") issuable upon the exercise of options granted to
Nick T. Catania, the Company's President and Chief Executive Officer, pursuant
to an option agreement dated January 4, 2000. The Company. is incorporated in
the State of Delaware.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated herein by reference:
(a) The annual report of the Company filed on Form 10-K for the year ended
December 31, 1999;
(b) The quarterly reports of the Company filed on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000;
(c) All other reports, if any, filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Company's
report referred to in (a) above; and
(d) The description of the Company's Common Stock, par value $.01 per
share, as set forth in the Company's Registration Statement on Form 8-A under
the Securities Exchange Act of 1934, as amended, as filed with the Commission on
April 12, 1994, Commission File Number 33-76744.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement, which
indicate that all securities offered have been sold or which deregister all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.01 Option Agreement dated as of January 4, 2000 between the Company
and Nick T. Catania (Incorporated by reference to Exhibit 10.30
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999).
5.01 Opinion of Buchanan Ingersoll Professional Corporation (filed
herewith).
23.01 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.02 Consent of Arthur Andersen LLP (filed herewith).
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23.03 Consent of Buchanan Ingersoll Professional Corporation (contained
in opinion filed as Exhibit 5.01).
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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; (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 aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; provided however, that subclauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by the foregoing
clause is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 of 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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Parsippany, State of New Jersey, on the 5th day of
October 2000.
AQUIS COMMUNICATIONS GROUP, INC.
By: /s/ JOHN B. FRIELING
-----------------------------
John B. Frieling
Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Patrick M. Egan Chairman and Director October 5, 2000
------------------------
Patrick M. Egan
/s/ John Frieling Chief Executive Officer October 5, 2000
------------------------ and Director
John Frieling
/s/ Michael Salerno Director October 5, 2000
------------------------
Michael Salerno
/s/ D. Brian Plunkett Vice President Finance October 5, 2000
------------------------ and Chief Accounting Officer
D. Brian Plunkett
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.01 Option Agreement dated as of January 4, 2000 between the Company
and Nick T. Catania (Incorporated by reference to Exhibit 10.30
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999).
5.01 Opinion of Buchanan Ingersoll Professional Corporation (filed
herewith).
23.01 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.02 Consent of Arthur Andersen LLP (filed herewith).
23.03 Consent of Buchanan Ingersoll Professional Corporation (contained
in opinion filed as Exhibit 5.01).
