As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
THE SOLOMON-PAGE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
DELAWARE 51-0353012
(State or other jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification No.)
1140 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Address, including zip code, of Registrant's principal executive offices)
THE SOLOMON-PAGE GROUP, LTD.
1993 LONG TERM INCENTIVE PLAN
1995 DIRECTORS' STOCK OPTION PLAN
1996 STOCK OPTION PLAN
(Full title of the Plans)
---------------------------
LLOYD SOLOMON, VICE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE SOLOMON-PAGE GROUP, LTD.
1140 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 764-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
COPY TO:
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
Securities to be to be price offering registration
registered registered per share price fee
- ------------------- -------------------- --------------------- ---------------------- -------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per
share 1,500,000(1) $2.9375(2) $4,406,250 $1,335.23
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share 100,000(1) $2.9375(2) $293,750 $89.02
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share 1,000,000(1) $2.9375(2) $2,937,500 $890.15
- -----------------------------------------------------------------------------------------------------------------------------------
Total $2,314.40
===================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, the registration statement also covers such
indeterminate additional shares of Common Stock as may become issuable
as a result of any future anti-dilution adjustment in accordance with
the terms of the 1993 Long Term Incentive Plan, the 1995 Directors'
Stock Option Plan and the 1996 Stock Option Plan.
(2) Calculated in accordance with Rule 457(h) on the basis of the per share
average of high and low sales prices of the Common Stock on the Nasdaq
SmallCap Market on July 24, 1997 ($2.9375).
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 28, 1997
PROSPECTUS
1,162,000 SHARES
THE SOLOMON-PAGE GROUP, LTD.
Common Stock ($.001 value)
This Prospectus relates to the reoffer and resale by certain selling
stockholders (the "Selling Stockholders") who may be deemed to be "affiliates"
of the Company, as defined in Rule 405 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), of shares (the "Shares") of Common
Stock, $.001 par value per share (the "Common Stock"), of The Solomon-Page
Group, Ltd. (the "Company") that may be issued by the Company to the Selling
Stockholders upon the exercise of outstanding stock options granted under (i)
the Company's 1993 Long Term Incentive Plan (the "Long Term Incentive Plan"),
(ii) the Company's 1995 Directors' Stock Option Plan (the "Directors' Plan") and
(iii) the 1996 Stock Option Plan (the "1996 Plan" and together with the Long
Term Incentive Plan and the Directors' Plan, the "Plans"). This Prospectus also
relates to the reoffer and resale of Shares to be acquired upon exercise of
stock options that may be granted to individuals who may be deemed to be
"affiliates" of the Company (collectively, the "Future Selling Stockholders")
upon the exercise of outstanding stock options to be granted under the Long Term
Incentive Plan, the Directors' Plan and the 1996 Plan. If and when such options
are granted to the Future Selling Stockholders, the Company intends to
distribute a Prospectus Supplement as required by Rule 424(b) of the Securities
Act. Such Prospectus Supplement will specify the names of the Future Selling
Stockholders and the amount of Shares to be reoffered and sold by them.
The offer and sale of the Shares to the Selling Stockholders and the
Future Selling Stockholders were previously registered under the Securities Act.
The Shares are being reoffered and resold for the accounts of the Selling
Stockholders and the Future Selling Stockholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Stockholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
the Nasdaq SmallCap Market, in negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." The Company will bear all expenses in connection with
the preparation of this Prospectus.
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" AT PAGE 6 HEREOF.
The Company's Common Stock is traded on the Nasdaq SmallCap Market
under the symbol "SOLP." On July 24, 1997, the last sale price for the Common
Stock, as reported on Nasdaq SmallCap Market, was $2.9375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 28, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION.................................................2
GENERAL INFORMATION...................................................4
RISK FACTORS..........................................................4
USE OF PROCEEDS.......................................................8
SELLING STOCKHOLDERS..................................................8
PLAN OF DISTRIBUTION..................................................8
LEGAL MATTERS.........................................................9
EXPERTS .............................................................9
ADDITIONAL INFORMATION................................................9
-2-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended September
30, 1996 and the Company's Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 1996 and March 31, 1997 are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of this offering, are deemed to be
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof from the date of filing of such documents.
The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on October 21, 1994, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above that have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to The Solomon-Page Group, Ltd., 1140 Avenue of the Americas, New
York, New York 10036, Attention: Eric M. Davis, Secretary. Oral requests should
be directed to such officer (telephone number (212) 764-9200).
---------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
-3-
<PAGE>
GENERAL INFORMATION
The Company's business is organized into two primary operating
divisions: executive search and contingency recruitment as well as interim
staffing and consulting. The executive search and contingency recruitment
division provides full time placement services in the fields of capital markets,
accounting and finance, fashion services, information technology, human
resources, publishing and new media and legal and managed health care. The
interim staffing and consulting division provides services to all companies
seeking personnel in the information technology and accounting areas.
The Company's principal executive offices are located at 1140 Avenue of
the Americas, New York, New York 10036. The Company's telephone number at such
location is (212) 764-9200.
The Shares offered hereby were or will be purchased by the Selling
Stockholders or the Future Selling Stockholders upon exercise of options granted
to them under the Plans and will be sold for the accounts of the Selling
Stockholders and the Future Selling Stockholders.
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.
INTENSE COMPETITION. Competition in the recruitment and placement, personnel
consulting and temporary personnel industries is intense. The Company is in
competition with numerous firms, many of which have far greater financial
resources and more extensive industry relationships than the Company. In
addition, many of such organizations have longer operating histories, which may
afford these firms significant advantages in obtaining future clients, arranging
financing and attracting skilled personnel. The Company competes on the basis of
client service and responsiveness. There can be no assurance that this strategy
can continue to be successfully implemented.
SIGNIFICANT DEPENDENCE ON MAJOR CUSTOMER; POTENTIAL ADVERSE EFFECT OF LOSS OF
MAJOR CUSTOMER OR CUSTOMERS. Fifteen percent of the Company's revenues for
Fiscal 1996 came from, and a significant portion of the Company's resources have
been devoted to, its largest customer, AT&T Corp. The loss of this customer or a
substantial reduction in its hiring activities through the Company would have a
material adverse effect on the Company's financial performance. In addition, the
cessation of business or the takeover of, or the termination of the employees
who have a strong relationship with the Company by this customer could also
adversely affect the Company's financial performance. Further, there is no
assurance that the Company will not continue to be dependent upon one or a small
number of major customers for a significant portion of its revenues and
earnings.
DEPENDENCE ON KEY PERSONNEL. The Company's operations are dependent upon the
continued efforts of senior management. While the Company has entered into
employment agreements with Herbert Solomon, Lloyd Solomon and Scott Page, the
Company's principal executive officers, the Company does not have
non-competition agreements or other restrictive covenants in any employment
agreements with any of its [other] officers or key employees. Should any of the
members of the Company's senior management be unable or unwilling to continue in
their present roles or should such persons determine to enter into competition
with the Company, the Company's prospects could be adversely affected.
DEPENDENCE ON RECRUITMENT AND PLACEMENT COUNSELORS. The Company's revenues and
future success also are materially dependent on the skills of the Company's
recruitment and placement counselors in attracting clients, matching their needs
to appropriate candidates in each recruiting opportunity and in establishing
-4-
<PAGE>
successful long-term relationships with such clients. The failure to attract and
retain qualified recruitment and placement counselors, or the failure of
recruitment and placement counselors to effectively perform these tasks, may
have a material adverse effect on the Company's revenues, profitability and
growth. The Company generally does not have non-competition agreements or other
restrictive covenants with its recruitment and placement counselors.
The Company often attracts qualified recruitment and placement
counselors from its competitors. In several instances, these competitors have
instituted or threatened to institute legal proceedings seeking to enforce
non-competition agreements with, or to prevent the disclosure of trade secrets
by, these recruitment and placement counselors. To date, these litigations,
singly or in the aggregate, have not had a material adverse effect on the
Company's financial position, results of operations or liquidity. While the
Company believes that any similar future litigations will also not have any such
effect, no assurance can be given in this regard.
CONTROL BY MANAGEMENT. Officers and directors of the Company, specifically,
Messrs. Herbert and Lloyd Solomon, Scott Page and Eric M. Davis (the "Management
Group"), own an aggregate of approximately 39.1% of the issued and outstanding
shares of Common Stock. Stockholders of the Company do not have cumulative
voting rights and, accordingly, each stockholder is entitled to cast one vote
per share held on all matters submitted to a vote of stockholders, including the
election of directors. As a result, the Management Group has effective control
over the Company. Moreover, such effective control could serve to perpetuate
current management and could make the Company less attractive to potential
acquirors.
RISK OF RAPID GROWTH AND BUSINESS EXPANSION. The Company is expanding its
current retained executive search, contingency recruitment and professional
temporary staffing business sectors through the retention of its existing staff
of experienced personnel counselors as well as the addition of new counselors
with placement experience, who will complement the Company's current scope of
business. Also, the Company aggressively pursues opportunities to attract highly
skilled staffing industry professionals in new areas of retained executive
search, contingency recruitment and professional interim staffing on an ongoing
proactive basis. There can be no assurance that the Company will successively
achieve its planned growth. Accomplishing the Company's planned growth will
depend upon a number of factors, including the Company's ability to secure
additional clients and hire and train additional recruitment and placement
professionals. In addition, the Company may incur start-up, acquisition or
expansion costs that represent a higher percentage of total revenues than larger
or more established companies, which may adversely affect the Company's results
of operations. There can be no assurance that the Company will be able to obtain
additional clients and recruitment and placement counselors in the future or
that the Company's strategy of increasing revenues and net income through such
additions will be successful.
ECONOMIC CONDITIONS. The Company's revenues are directly dependent on the hiring
activities of its clients. Under generally adverse economic conditions or if
economic conditions in its clients' industries deteriorate, these clients'
hiring needs may decline and this could have an adverse effect on the Company's
financial performance by reducing the number of positions the Company has an
opportunity to fill, forcing the Company to accept lower commissions on its
placements, or both.
POSSIBLE ISSUANCE OF SUBSTANTIAL AMOUNTS OF ADDITIONAL SHARES WITHOUT
STOCKHOLDER APPROVAL. The Company has an aggregate of 9,220,715 shares of Common
Stock authorized but unissued and not reserved for specific purposes and an
additional 5,650,000 shares of Common Stock unissued but reserved for issuance
pursuant to (i) the Plans, (ii) exercise of the Company's outstanding redeemable
common stock purchase warrants (the "Class A Warrants"), (iii) exercise of
common stock
-5-
<PAGE>
purchase options (the "Bridge Options") and the Company's outstanding Class A
Warrants and redeemable common stock purchase warrants ("the Class B Warrants"
included in the Bridge Units, and (iv) the option granted to the underwriter of
the Company's initial public offering (the "Unit Purchase Option"). All of such
shares may be issued without any action or approval by holders of Common Stock.
Although there are no other present plans, agreements, commitments or
undertakings with respect to the issuance of additional shares of Common Stock,
or securities convertible into any such shares by the Company, the 14,870,715
shares referred to above and any other shares issued would further dilute the
percentage ownership of the Company held by the public stockholders.
POSSIBLE ISSUANCE OF PREFERRED STOCK AND SUPERIOR RIGHTS OF PREFERRED STOCK;
POTENTIAL ADVERSE EFFECT ON HOLDERS OF COMMON STOCK. The Company is authorized
to issue up to 2,000,000 shares of Preferred Stock, upon terms to be fixed by
the Company's Board of Directors with preferential voting, dividend or other
rights. The Company presently has no issued and outstanding shares of Preferred
Stock. While the Company has no present plans to issue any shares of Preferred
Stock, the issuance of Preferred Stock and without action or approval by holders
of Common Stock could have an adverse affect on the holders of Common Stock.
CERTAIN ANTI-TAKEOVER EFFECTS. The Company's Certificate of Incorporation and
By-Laws include provisions that may delay, discourage or prevent a change of
control of the Company. These provisions include a Board of Directors consisting
of three classes, Board of Directors authorization to issue preferred stock in
one or more series with such rights, obligations and preferences as the Board of
Directors may provide and provisions in the employment agreements with the
Company's three executive officers that require substantial payments to such
officers in the event of a change in control (as defined) of the Company.
Section 203 of the Delaware General Corporation Law, which prohibits business
combination transactions with certain stockholders for a period of three years
after the person becomes such a stockholder without prescribed approval may also
delay, discourage or prevent a change of control of the Company.
SHARES ELIGIBLE FOR FUTURE SALE. All of the shares of the Company's Common Stock
owned by non-public stockholders are "restricted securities" as that term is
defined under Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Act"), and may only be sold pursuant to a registered offering or in
accordance with applicable exemptions from the registration requirements of the
Act. Rule 144 provides for the sale of limited quantities of restricted
securities without registration under the Act. In general, under Rule 144, a
person (or persons whose shares are aggregated) who has satisfied a one-year
holding period may, under certain circumstances, sell within any three-month
period, a number of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144(k) also permits, under
certain circumstances, the sale of shares without any quantity limitation by a
person who is not an affiliate of the Company and who has satisfied a two-year
holding period. The Company is unable to predict the effect that future sales
under Rule 144 may have on the then prevailing market price of Common Stock. It
can be expected, however, that the sale of any substantial number of shares of
Common Stock will have a depressive effect on the market price of the Common
Stock. As of the date of this Prospectus, all restricted securities issued by
the Company are eligible for resale under Rule 144. Any such sale, particularly
if large in volume, could have a material adverse effect on the market for and
price of shares of Common stock.
EFFECT OF WARRANTS AND UNIT PURCHASE OPTION ON THE MARKET FOR COMMON STOCK. The
Warrants and the Unit Purchase Option are exercisable until October 20, 1999
Prospectus at an exercise price of $4.50 per Class A Warrant, $6.00 per Class B
Warrant and $6.60 per Unit Purchase Option. For the life of the Warrants and the
Unit Purchase Option, the holders thereof will be given the opportunity to
profit from a rise in the market price of the Common Stock and the Units with a
-6-
<PAGE>
resulting dilution in the interest of the Company's other shareholders. The
terms on which the Company could obtain additional capital during the life of
the Warrants and the Unit Purchase Option may be adversely affected because the
holders of the Warrants and the Unit Purchase Option might be expected to
exercise them if the Company were able to obtain any needed additional capital
in a new offering of securities at a price greater than the exercise price of
the Warrants or the Unit Purchase Option.
NO DIVIDENDS. The Company has not declared or paid and does not anticipate
declaring or paying in the foreseeable future, any cash dividends on its Common
Stock. The Company's ability to pay dividends is dependent upon, among other
things, future earnings, the operating and financial condition of the Company,
its capital requirements, general business conditions and other pertinent
factors, and is subject to the discretion of the Board of Directors.
Accordingly, there can be no assurance that any dividends will ever be paid on
the Common Stock.
EXERCISE OF WARRANTS MAY HAVE DILUTIVE EFFECT ON MARKET. The Warrants provide,
during their term, an opportunity for the holder to profit from a rise in the
market price, of which there is no assurance, with resulting dilution in the
ownership interest in the Company held by the then present stockholders. Holders
of the Warrants mostly likely would exercise the Warrants and purchase the
underlying Common Stock at a time when the Company may be able to obtain capital
by a new offering of securities on terms more favorable than those provided by
such Warrants, in which event the terms on which the Company may be able to
obtain additional capital would be affected adversely.
"PENNY STOCK" REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF
SECURITIES. The Securities and Exchange Commission ("Commission") has adopted
regulations that generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. As the securities
offered hereby are currently authorized for quotation on the Nasdaq SmallCap
Market, they are exempt from the "penny stock" regulations. If such securities
are for any reason no longer authorized for quotation on the Nasdaq SmallCap
Market or on another securities exchange or automated quotation system referred
to in the penny stock regulations, the Company's securities may become subject
to rules that impose additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and
accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouses). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the Commission relating to the penny stock
market. The broker-dealer also must disclose the commission payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell the Company's securities and may
affect the ability of purchasers of Common Stock to resell the Common Stock in
the secondary market.
USE OF PROCEEDS
The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes
-7-
<PAGE>
by the Company. The Company will not receive any of the proceeds from the
reoffer and resale of the Shares by the Selling Stockholders and the Future
Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the Plans.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Stockholder at April 30, 1997, (ii) the
number of Shares of Common Stock to be offered for resale by each Selling
Stockholder and (iii) the number and percentage of outstanding shares of Common
Stock to be held by each Selling Stockholder after completion of the offering.
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name April 30, 1997 Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Herbert Solomon(1)......................... 507,600(2) 350,000 507,600(3)/9.9%
Lloyd Solomon(4)........................... 800,000(2) 350,000 800,000(3)/15.6%
Scott Page(5).............................. 600,000(2) 350,000 600,000(3)/11.7%
Eric M. Davis(6)........................... 100,000 80,000 100,000(3)/1.9%
Edward Ehrenberg(7)........................ 0 16,000 0(3)
Joel A. Klarreich(8)....................... 0 16,000 0(3)
</TABLE>
(1) Mr. H. Solomon has been Chairman of the Board of the Company since
August 1990.
(2) Does not include any shares of Common Stock issuable upon exercise of
options presently outstanding under the Plans.
(3) Assumes that all shares of Common Stock offered for resale are sold.
(4) Mr. Lloyd Solomon has been the Vice Chairman of the Board and Chief
Executive Officer of the Company since June 1995. Prior to his election
to these positions, he had been the President or an Executive Vice
President of the Company since its inception of business in 1990, when
he was also elected a director.
(5) Mr. Page has been the President of the Company since June 1995. Prior
to becoming President, he had been an Executive Vice President of the
Company since August 1991, when he was also elected a director.
(6) Mr. Davis has been Vice President and Chief Financial Officer of the
Company since February 1994, and a director since September 1994.
(7) Mr. Ehrenberg has been a director of the Company since June 1995.
(8) Mr. Klarreich has been a director of the Company since June 1995.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Selling
Stockholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The Selling
Stockholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
-8-
<PAGE>
The Shares may be offered for the account of the Selling Stockholders
and Future Selling Stockholders from time to time solely on the Nasdaq SmallCap
Market, at fixed prices that may be changed or at negotiated prices. The Selling
Stockholders and Future Selling Stockholders may effect such transactions by
selling shares to or through broker-dealers, and all such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Stockholders and Future Selling Stockholders and/or the purchasers
of Shares for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
Any broker-dealer acquiring Shares from the Selling Stockholders of
Future Selling Stockholders may sell the shares either directly, in its normal
market- making activities, through or to other brokers on a principal or agency
basis or to its customers. Any such sales may be at prices then prevailing on
the Nasdaq SmallCap Market or at prices related to such prevailing market prices
or at negotiated prices to its customers or a combination of such methods. The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the Shares hereunder might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. Any such commissions, as
well as other expenses incurred by the Selling Stockholders and Future Selling
Stockholders and applicable transfer taxes, are payable by the Selling
Stockholders.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, New York, New York.
EXPERTS
The audited financial statements of The Solomon-Page Group, Ltd. as at
September 30, 1996 and 1995 and for the fiscal years then ended are incorporated
herein in reliance upon the report of Moore Stephens, P.C., independent
certified public accountants, and upon authority of said firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by The Solomon-Page Group Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1996;
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended December 31, 1996 and March 31, 1997; and
(c) The description of the Company's securities contained in
the Company's Registration Statement on Form 8-A filed on October 21,
1994.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company maintains a directors liability insurance policy providing
for $1,000,000 of coverage.
The Company's Certificate of Incorporation and By-laws contain
provisions that reduce the potential personal liability of directors for certain
monetary damages and provide for indemnity of directors and other persons. The
Company is unaware of any pending or threatened litigation against the Company
or its directors that would result in any liability for which such director
would seek indemnification or similar protection.
Such indemnification provisions are intended to increase the protection
provided directors and, thus, increase the Company's ability to attract and
retain qualified persons to serve as directors. The Company believes that the
substantial increase in the number of lawsuits being threatened or filed against
corporations and their directors and the availability of directors liability
insurance to provide protection against the increased risk of personal liability
resulting from such lawsuits only at substantial cost to corporations have
combined to result in a growing reluctance on the part of capable persons to
serve as members of boards of directors of public companies. The Company also
believes that the increased risk of personal liability without adequate
insurance or other indemnity protection for its directors could result in
overcautious and less effective direction and management of the Company.
Although no directors have resigned or threatened to resign as a result of the
limited coverage provided by the Company's liability insurance policy, it is
uncertain whether the Company's directors would continue to serve in such
capacities if improved protection from liability were not provided.
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<PAGE>
The provisions affecting personal liability do not abrogate a
director's fiduciary duty to the Company and its stockholders, but eliminate
personal liability for monetary damages for breach of that duty. The provisions
do not, however, eliminate or limit the liability of a director for failing to
act in good faith, for engaging in intentional misconduct or knowingly violating
a law, for authorizing the illegal payment of a dividend or repurchase of stock,
for obtaining an improper personal benefit, for breaching a director's duty of
loyalty (which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director) or for violations of the federal securities laws. The
provisions also limit or indemnify against liability resulting from grossly
negligent decisions including grossly negligent business decisions relating to
attempts to change control of the Company.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (stockholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud or dishonesty, for
"short- swing" profits violations under the federal securities laws, or for the
receipt of illegal remuneration.
The provisions diminish the potential rights of action that might
otherwise be available to stockholders by limiting the liability of officers and
directors to the maximum extent allowable under Delaware law and by affording
indemnification against most damages and settlement amounts paid by a director
of the Company in connection with any stockholders derivative action. However,
the provisions do not have the effect of limiting the right of a stockholder to
enjoin a director from taking actions in breach of his fiduciary duty, or to
cause the Company to rescind actions as already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Also, because of the limited
coverage provided by the Company's directors liability insurance, the Company
may be forced to bear a substantial portion of the cost of the director's claims
for indemnification under such provisions. If the Company is forced to bear the
costs for indemnification, the value of the Company stock may be adversely
affected.
Section 145 of the Delaware General Corporation Law provides as
follows:
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the 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 the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with
II-2
<PAGE>
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding
even though less than a quorum, or (2) if there are no such directors,
or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorney's fees) incurred by an
officer or director in defending a civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition or such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorney's fees) incurred by
other employees and agents may be paid upon such terms and conditions,
if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, 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.
II-3
<PAGE>
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had the power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer, employee
or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any such excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, 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.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporations
obligation to advance expenses (including attorneys' fees).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS
EXHIBIT INDEX
4(a) - The Company's 1993 Long Term Incentive Plan (the "Long
Term Incentive Plan") (Incorporated by reference to
Exhibit 10.2 to Registration Statement on Form SB-2, No.
33-81026).
*4(b) - Form of option agreement for the Long Term Incentive
Plan.
4(c) - The Company's 1995 Directors' Stock Option Plan (the
"Directors' Plan") (Incorporated by reference to Exhibit
99.1 to the Company's Current Report on Form 8-K dated
June 8, 1995).
*4(d) - Form of option agreement for the Directors' Plan.
4(e) - The Company's 1996 Stock Option Plan (the "1996 Plan")
(Incorporated by reference to the Company's Definitive
Proxy Statement dated February 19, 1997 for its Annual
Meeting of Stockholders held March 31, 1997).
*4(f) - Form of option agreement for the 1996 Plan
*5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP.
*23(a) - Consent of Moore Stephens, P.C., independent auditors.
23(b) - Consent of Olshan Grundman Frome & Rosenzweig LLP
(included in its opinion filed as Exhibit 5).
24 - Powers of Attorney (included on signature page to this
Registration Statement).
______________________
* Filed herewith.
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 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 Statement;
(2) That, for the purposes 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that
remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where
II-5
<PAGE>
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 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 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 a
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.
D. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the
registrant's latest annual report to stockholders 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 Regulation S-X is 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.
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<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 New York, State of New York on July 28, 1997.
THE SOLOMON-PAGE GROUP, LTD.
By: /S/ LLOYD SOLOMON
-------------------------------
Lloyd Solomon, Vice Chairman of
the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lloyd Solomon and Scott R. Page, and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, and to file 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 and authority to do and perform
each and every act and thing requisite necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, 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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ HERBERT SOLOMON Chairman of the Board July 28, 1997
- -----------------------------------------------
Herbert Solomon
/S/ LLOYD SOLOMON Vice Chairman of the July 28, 1997
- ----------------------------------------------- Board, Chief Executive
Lloyd Solomon Officer (Principal
Executive Officer)
/S/ SCOTT R. PAGE President and Director July 28, 1997
- -----------------------------------------------
Scott R. Page
/S/ ERIC M. DAVIS Vice President, Chief July 28, 1997
- ----------------------------------------------- Financial Officer
Eric M. Davis (Principal Financial
Officer and Chief
Accounting Officer)
/S/ EDWARD EHRENBERG Director July 19, 1997
- -----------------------------------------------
Edward Ehrenberg
/S/ JOEL A. KLARREICH Director July 28, 1997
- -----------------------------------------------
Joel A. Klarreich
</TABLE>
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<PAGE>
THE LONG TERM INCENTIVE PLAN AND THE 1996 PLAN. Pursuant to the requirements of
the Securities Act of 1933, the trustees (or other persons who administer the
Long Term Incentive Plan and the 1996 Plan have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on July 28, 1997.
THE SOLOMON-PAGE GROUP, LTD.
1993 LONG TERM INCENTIVE PLAN
1996 STOCK OPTION PLAN
By: /S/ EDWARD EHRENBERG
--------------------------------
Edward Ehrenberg,
Member of Stock Option Committee
By: /S/ JOEL A. KLARREICH
--------------------------------
Joel A. Klarreich
Member of the Stock Option Committee
II-8
Exhibit 4(b)
THE SOLOMON-PAGE GROUP LTD.
INCENTIVE STOCK OPTION AGREEMENT
The Solomon-Page Group Ltd., a Delaware corporation (the "Company"),
pursuant to its 1993 Long-Term Incentive Plan (the"Plan"), has granted on
______________ to __________ (the "Optionee") a stock option to purchase a total
of _____ shares of the Company's Common Stock, par value $.001 per share, (the
"Stock"), at the price of _____ per share, on the terms and conditions set forth
herein and in the Plan. This option is intended to be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of 1986.
1. DURATION.
(a) This option was granted on the date first above written.
(b) This option shall expire at the close of business on
_______________ (the "Termination Date").
2. WRITTEN NOTICE OF EXERCISE.
This option may be exercised only by delivering to the
Secretary of the Company at its principal office within the time specified in
paragraph 1, a written notice of exercise substantially in the form described in
paragraph 8 hereof.
3. ANTI-DILUTION PROVISIONS.
(a) If there is any stock dividend, stock split, or combination of
shares of Common Stock of the Company, the number and amount of shares then
subject to this option shall be proportionately and appropriately adjusted; no
change shall be made in the aggregate purchase price to be paid for all shares
subject to this option, but the aggregate purchase price shall be allocated
among all shares subject to this option after giving effect to the adjustment.
(b) If there is any other change in the Common Stock of the
Company, including recapitalization, reorganization, sale or exchange of assets,
exchange of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, an adjustment,
if any, shall be made in the shares then subject to this option as the Board of
Directors or the Committee administering the Plan may deem equitable. Failure of
the Board of Directors or the Committee administering the Plan to provide for an
adjustment pursuant to this subparagraph prior to the effective date of any
Company action referred to herein shall
<PAGE>
be conclusive evidence that no adjustment is required in consequence of such
action.
(c) If the Company is merged into or consolidated with any other
corporation, or it if sells all or substantially all of its assets to any other
corporation, then either (i) the Company shall cause provisions to be made for
the continuance of this option after such event, or for the substitution for
this option of an option covering the number and class of securities which the
Optionee would have been entitled to receive in such merger or consolidation by
virtue of such sale if the Optionee had been the holder of record of a number of
shares of Common Stock of the Company equal to the number of shares covered by
the unexercised portion of this option, or (ii) the Company shall give to the
Optionee written notice of its election not to cause such provision to be made
and this option shall become exercisable in full (or, at the election of the
Optionee, in part) at any time during a period of 20 days, to be designated by
the Company, ending not more than 10 days prior to the effective date of the
merger, consolidation or sale, in which case this option shall not be
exercisable to any extent after the expiration of such 20-day period. In no
event, however, shall this option be exercisable after the Termination Date.
4. INVESTMENT REPRESENTATION AND LEGEND OF CERTIFICATES.
The Optionee agrees that until such time as a registration
statement under the Securities Act of 1933 becomes effective with respect to the
option and/or the Stock, the Optionee is taking this option and will take the
Stock underlying this option, for investment and not for resale or distribution.
The Company shall have the right to place upon the face and/or reverse side of
any stock certificate or certificates evidencing Stock issuable upon the
exercise of this option such legend as the Board of Directors or Committee
administering the Plan may prescribe for the purpose of preventing disposition
of such shares in violation of the Securities Act of 1933, as amended (the
"Securities Act").
5. NON-TRANSFERABILITY.
This option shall not be transferable by the Optionee other
than by will or by the laws of descent or distribution, and is exercisable
during the lifetime of the Optionee only by the Optionee.
6. CERTAIN RIGHTS NOT CONFERRED BY OPTION.
The Optionee shall not, by virtue of holding this option, be
entitled to any rights of a stockholder in the Company.
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<PAGE>
7. EXPENSES.
The Company shall pay all original issue and transfer taxes
with respect to the issuance and transfer of shares of Stock pursuant hereto and
all other fees and expenses necessarily incurred by the Company in connection
therewith.
8. EXERCISE OF OPTIONS.
(a) This option shall become exercisable, in accordance with its
terms, as follows:
33 1/3% upon execution of this agreement
66 2/3% commencing six months after the date of grant
100% commencing thirteen months after the date of grant
; provided, however, that the number of shares for which this Incentive Stock
Option first becomes exercisable in any calendar year, if any, shall be reduced
so that the aggregate fair market value (determined at the time each option was
granted) of such shares together with all other shares of Stock underlying
Options first exercisable in that calendar year under all other Incentive Stock
Options of the Company held by the Optionee shall not exceed $100,000.
(b) An option shall be exercisable by written notice of such
exercise, in the form prescribed by the Board of Directors or the Committee
administering the Plan, to the Secretary of the Company, at its principal
office. The notice shall specify the number of shares for which the option is
being exercised (which number, if less than all of the shares then subject to
exercise, shall be 50 or a multiple thereof) and shall be accompanied by the
payment of consideration (in the form specified below) in the amount of the full
purchase price of such shares.
(c) The form of consideration to be paid for the shares to be
issued upon exercise of an Option may consist of (i) cash, check or in the
discretion of the Board of Directors or the Committee administering the Plan, a
promissory note; (ii) other shares of Common Stock owned by the Optionee which
are then registered under the Securities Act or otherwise publicly saleable
under Rule 144 or other applicable exemption under the Securities Act and have a
fair market value on the date of surrender equal to the aggregate exercise price
of the shares as to which this Option shall be exercised; (iii) an assignment by
the Optionee of the net proceeds to be received from a registered broker upon
the sale of the shares or the proceeds of a loan from such broker in such
amount; or (iv) any combination of such methods of payment, or such other
consideration and method of payment for the issuance of shares to the extent
permitted under Delaware law and satisfying the requirements of Rule 16b-3
promulgated pursuant to the Securities Exchange Act of 1934, as amended.
-3-
<PAGE>
(d) Any promissory note (the "Note") shall be in the form
prescribed by the Board of Directors or the Committee administering the Plan, in
the principal sum of the purchase price and duly executed by the Optionee and
shall bear interest at the Applicable Federal Rate (as such term is defined in
the Internal Revenue Code of 1986) in effect on the date of Note.
(e) No shares shall be delivered upon exercise of any option until
all laws, rules and regulations which the Board of Directors or the Committee
administering the Plan may deem applicable have been complied with. If a
registration statement under the Securities Act is not then in effect with
respect to the shares issuable upon such exercise, the Company may require as a
condition precedent that the person exercising the option give to the Company a
written representation and undertaking, satisfactory in form and substance to
the Board of Directors or such Committee, that, among other things, he is
acquiring the shares for his own account for investment and not with a view to
the distribution thereof.
(f) The person exercising an option shall not be considered a
record holder of the Stock so purchased for any purpose until the date on which
he is actually recorded as the holder of such stock in the records of the
Company.
(g) Subject to the provisions of Section 5(d) of the Plan, this
option shall be exercisable only so long as the Optionee shall continue to be an
employee of the Company and within the three-year period after the date of
termination of his employment for disability (as defined in the Plan) or early,
normal or deferred retirement or prior to the earlier date on which the option
expires in accordance with it terms, except that if Option is an employee of the
Company at the time of his death then this option shall be exercisable by his
personal representative or heirs, as the case may be, within the twelve-month
period next succeeding the death of the optionee or prior to the earlier date on
which the option expires in accordance with its terms.
9. CONTINUED EMPLOYMENT.
Nothing herein shall be deemed to create any employment or
guaranty of continued employment or limit in any way the Company's right to
terminate Optionee's employment at any time.
THE SOLOMON-PAGE GROUP LTD.
By:__________________________
Accepted and agreed as of the date
first set forth above:
-4-
Exhibit 4(d)
THE SOLOMON-PAGE GROUP LTD.
1140 Avenue of the Americas
New York, New York 10036
To:
We are pleased to inform you that on _______________ you were
granted a stock option pursuant to the 1995 Directors' Stock Option Plan (the
"Plan") of The Solomon-Page Group Ltd. (the "Company") to purchase _____ shares
(the "Shares") of Common Stock, par value $.001 per share, of the Company, at a
price of $______ per Share.
No part of the option is currently exercisable. The option may
first be exercised in whole or in part, at any time and from time to time on or
after ______________ as follows: _________________.
This option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan (a copy of which in
its present form is attached hereto), as from time to time amended, provided,
however, that no future amendment or termination of the Plan shall, without your
consent, alter or impair any of your rights or obligations under this option.
Reference is made to the terms and conditions of the Plan, all of which are
incorporated by reference in this option agreement as if fully set forth herein.
Unless at the time of the exercise of this option a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such Shares, any Shares purchased by you upon the exercise of
this option shall be acquired for investment and not for sale or distribution,
and if the Company so requests, upon any exercise of this option, in whole or in
part, you will execute and deliver to the Company a certificate to such effect.
The Company shall not be obligated to issue any Shares pursuant to this option
if, in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
You understand and acknowledge that, under existing law,
unless at the time of the exercise of this option a registration statement under
the Act is in effect as to such Shares (i) any Shares purchased by you upon
exercise of this option may be required to be held indefinitely unless such
Shares are
<PAGE>
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be made only in accordance with the terms and
conditions of that Rule (which, under certain circumstances, restrict the number
of shares which may be sold and the manner in which shares may be sold); (iii)
in the case of securities to which Rule 144 is not applicable, or some other
disclosure exemption will be required; (iv) certificates for Shares to be issued
to you hereunder shall bear a legend to the effect that the Shares have not been
registered under the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement
under the Act relating thereto or an opinion of counsel satisfactory to the
Company that such registration is not required; (v) the Company will place an
appropriate "stop transfer" order with its transfer agent with respect to such
Shares; and (vi) the Company has undertaken no obligation to register the Shares
or to include the Shares in any registration statement which may be filed by it
subsequent to the issuance of the shares to you. In addition, you understand and
acknowledge that the Company has no obligation to you to furnish information
necessary to enable you to make sales under Rule 144.
This option (or installment thereof) is to be exercised by
delivering to the Company a written notice of exercise in the form attached
hereto as Exhibit A, specifying the number of Shares to be purchased, together
with payment of the purchase price of the Shares to be purchased. The purchase
price is to be paid in cash or, at the discretion of the Board, by delivering
shares of the Company's stock already owned by you and having a fair market
value on the date of exercise equal to the exercise price of the option, or a
combination of such shares and cash, or otherwise in accordance with the Plan.
-2-
<PAGE>
Kindly evidence your acceptance of this option and your
agreement to comply with the provisions hereof and of the Plan by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
THE SOLOMON-PAGE GROUP LTD.
By:____________________________
AGREED TO AND ACCEPTED:
- -----------------------
-3-
<PAGE>
EXHIBIT A
The Solomon-Page Group Ltd.
1140 Avenue of the Americas
New York, New York 10036
Gentlemen:
Notice is hereby given of my election to purchase _____ shares
of Common Stock, $.001 par value (the "Shares"), of The Solomon-Page Group Ltd.
(the "Company"), at a price of $______ per Share, pursuant to the provisions of
the stock option granted to me on _______________, under the Company's 1995
Directors' Stock Option Plan. Enclosed in payment for the Shares is:
/ / my check in the amount of $________.
*/ / ___________ Shares having a total value of $________,
such value being based on the closing price(s) of the
Shares on the date hereof.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
Social Security Number ___________________
Dated: _______________, ____
Very truly yours,
______________________________
*Subject to the approval of the
Board of Directors
-4-
Exhibit 4(f)
THE SOLOMON-PAGE GROUP LTD.
1140 Avenue of the Americas
New York, New York 10036
To:
We are pleased to inform you that on __________________, the
Stock Option Committee of the Board of Directors of The Solomon-Page Group Ltd.
(the "Company") granted you (i) an incentive stock option (the "ISO"), pursuant
to the Company's 1996 Stock Option Plan (the "1996 Plan"), to purchase _______
shares of Common Stock, par value $.001 per share ("Common Stock"), of the
Company, at a price of $____ per share and (ii) a non-qualified stock option
(the "NQO"), pursuant to the Company's 1996 Plan to purchase ______ shares of
Common Stock of the Company at a price of $____ per share. The shares of Common
Stock of the Company to be issued upon exercise of the ISO and/or the NQO are
collectively referred to herein as the "Shares".
The ISO may not be exercised until __________________.
Thereafter, but prior to __________________ (on which date the ISO will, to the
extent not previously exercised, expire), the ISO may be exercised in whole or
in part, at any time and from time to time as follows: __________________.
The NQO may not be exercised until __________________.
Thereafter, but prior to __________________ (on which date the NQO will, to the
extent not previously exercised, expire), the NQO may be exercised in whole or
in part, at any time and from time to time, as follows: _____________.
You must purchase a minimum of 100 Shares each time you choose
to purchase Shares, except to purchase the remaining Shares available to you.
The ISO and NQO are issued in accordance with and are subject
to and conditioned upon all of the terms and conditions of the 1996 Plan (a copy
of which in its present form is attached hereto), as from time to time amended,
provided, however, that no future amendment or termination of the 1996 Plan
shall, without your consent, alter or impair any of your rights or obligations
under the ISO or the NQO. Reference is made to the terms and conditions of the
1996 Plan, all of which are incorporated by reference in this option agreement
as if fully set forth herein. The exercise of the ISO and NQO is contingent upon
such stockholder approval.
Unless at the time of the exercise of the ISO or the NQO a
registration statement under the Securities Act of 1933, as
<PAGE>
amended (the "Act"), is in effect as to such Shares, any Shares purchased by you
upon the exercise of the ISO or the NQO shall be acquired for investment and not
for sale or distribution, and if the Company so requests, upon any exercise of
the ISO or the NQO, in whole or in part, you will execute and deliver to the
Company a certificate to such effect. The Company shall not be obligated to
issue any Shares pursuant to the ISO or the NQO if, in the opinion of counsel to
the Company, the Shares to be so issued are required to be registered or
otherwise qualified under the Act or under any other applicable statute,
regulation or ordinance affecting the sale of securities, unless and until such
Shares have been so registered or otherwise qualified.
You understand and acknowledge that, under existing law,
unless at the time of the exercise of the ISO or the NQO a registration
statement under the Act is in effect as to such Shares (i) any Shares purchased
by you upon exercise of this option may be required to be held indefinitely
unless such Shares are subsequently registered under the Act or an exemption
from such registration is available; (ii) any sales of such Shares made in
reliance upon Rule 144 promulgated under the Act may be made only in accordance
with the terms and conditions of that Rule (which, under certain circumstances,
restrict the number of shares which may be sold and the manner in which shares
may be sold); (iii) in the case of securities to which Rule 144 is not
applicable, compliance with Regulation A promulgated under the Act or some other
disclosure exemption will be required; (iv) certificates for Shares to be issued
to you hereunder shall bear a legend to the effect that the Shares have not been
registered under the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement
under the Act relating thereto or an opinion of counsel satisfactory to the
Company that such registration is not required; (v) the Company will place an
appropriate "stop transfer" order with its transfer agent with respect to such
Shares; and (vi) the Company has undertaken no obligation to register the Shares
or to include the Shares in any registration statement which may be filed by it
subsequent to the issuance of the shares to you. In addition, you understand and
acknowledge that the Company has no obligation to you to furnish information
necessary to enable you to make sales under Rule 144.
The ISO and the NQO (or installments thereof) are to be
exercised by delivering to the Company a written notice of exercise in the form
attached hereto as Exhibit A, specifying the number of Shares to be purchased,
together with payment of the purchase price of the Shares to be purchased. The
purchase price is to be paid in cash or, at the discretion of the Compensation
and Stock Option Committees, by delivering shares of the Company's stock already
owned by you and having a fair market value on the date of exercise equal to the
exercise price of the ISO or the NQO, or a combination
-2-
<PAGE>
of such shares and cash, or otherwise in accordance with the 1996 Plan.
Would you kindly evidence your acceptance of the ISO and the
NQO and your agreement to comply with the provisions hereof and of the Plan by
executing this letter under the words "Agreed To and Accepted."
Very truly yours,
THE SOLOMON-PAGE GROUP LTD.
By:_____________________________
AGREED TO AND ACCEPTED:
_______________________
-3-
<PAGE>
EXHIBIT A
The Solomon-Page Group Ltd.
1140 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
Notice is hereby given of my election to purchase _____ shares
of Common Stock, $.001 par value (the "Shares"), of The Solomon-Page Group Ltd.,
at a price of $____ per Share, pursuant to the provisions of the
[incentive/non-qualified] stock option granted to me on ______________, under
the Company's Stock Option Plan. Enclosed in payment for the Shares is:
/ / my check in the amount of $________.
*/ / ___________ Shares having a total value $________, such
value being based on the closing price(s) of the Shares
on the date hereof.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
Social Security Number ___________________
Dated: _______________, ____
Very truly yours,
______________________________
*Subject to the approval of the Compensation and
Stock Option Committee
-4-
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
July 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Solomon-Page Group, Ltd.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
filed the date hereof with the Securities and Exchange Commission (the
"Registration Statement") by The Solomon-Page Group, Ltd., a Delaware
corporation (the "Company"). The Registration Statement relates to an aggregate
of 2,600,000 Common Shares $.001 par value of the Company (the "Shares"),
consisting of (i) 1,500,000 Shares to be issued and sold by the Company in
accordance with the Company's 1993 Long Term Incentive Plan (the "Long Term
Incentive Plan"), (ii) 100,000 Shares to be issued and sold by the Company in
accordance with the Company's 1995 Directors' Stock Option Plan (the "Directors'
Plan") and (iii) 1,000,000 Shares to be issued and sold by the Company in
accordance with the Company's 1996 Stock Option Plan (together with the Long
Term Incentive Plan and the Directors' Plan, the "Plans").
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation and By-laws of the Company, each as amended to date, minutes of
meetings of the Board of Directors and stockholders of the Company, the Plans
and such other documents, instruments and certificates of officers and
representatives of the Company and public officials, and we have made such
examination of the law, as we have deemed appropriate as the basis for the
opinion hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
<PAGE>
Securities and Exchange Commission
July 25, 1997
Page -2-
submitted to us as originals, and the conformity to original documents of
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the terms and conditions set
forth in the Plans, will be duly and validly issued, fully paid and
non-assessable.
We are members of the Bar of the State of New York and we
express no opinion as to any laws other than the laws of the State of New York,
the federal laws of the United States of America and the General Corporation Law
of the State of Delaware.
We consent to the reference to this firm under the caption
"Legal Matters" in the resale prospectus contemplated by the rules and
regulations under the Securities Act of 1933, as amended.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
------------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the registration
statement of The Solomon-Page Group Ltd. on Form S-8 of our report dated
December 6, 1996, except as to Note 15, for which the date is December 18, 1996,
on our audits of the consolidated financial statements of The Solomon-Page Group
Ltd. and its subsidiary as of September 30, 1996, and for the two fiscal years
in the period ended September 30, 1996 which report is incorporated by reference
in this Form S-8.
We also consent to the reference to us under the caption
"Experts" in the Registration Statement.
/S/ MOORE STEPHENS, P.C.
Moore Stephens, P.C.
Certified Public Accountants
Cranford, New Jersey
July 28, 1997
