<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERACTIVE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-2925769
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5095 Murphy Canyon Road
San Diego, California 92123
(619) 560-8525
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1995 STOCK OPTION PLAN
AND
NON-PLAN STOCK OPTIONS
(Full title of the plan)
Michael D. Reynolds
Chief Financial Officer
INTERACTIVE GROUP, INC.
5095 Murphy Canyon Road
San Diego, California 92123
(619) 560-8525
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
D. Bradley Peck, Esq.
Lance W. Bridges, Esq.
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
4365 Executive Drive
San Diego, CA 92121
(619) 550-6000
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per share(1) offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common Stock, $.001 par value 235,000 $4.00-5.13 $1,166,000 $402.07
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457. The price per share and aggregate
offering price are based upon (a) the actual exercise price for shares
subject to options granted outside of the 1995 Stock Option Plan (the "1995
Plan") and (b) shares issuable under the 1995 Plan calculated on the basis
of the average of the high and low sales price of Registrant's Common Stock
on August 27, 1996 as reported on the Nasdaq National Market System. The
following chart shows the calculation of the registration fee.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Offering Price Aggregate
Type of Shares Number of Shares Per Share Offering Price
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to outstanding
options granted outside of the 1995 Plan 35,000 $4.00 $ 140,000
- -------------------------------------------------------------------------------------------------------------------------------
Additional shares of Common Stock issuable
under the 1995 Plan 200,000 $5.13 $1,026,000
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NOS. 33-95134 AND 33-99440
The contents of the Registration Statements on Form S-8 Nos. 33-95134
and 33-99440 filed with the Securities and Exchange Commission on July 31,
1995, and November 3, 1995, respectively, are incorporated by reference herein.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C> <C>
4.1 Registrant's Certificate of Incorporation. (1)
4.2 Registrant's Bylaws. (1)
4.3 Specimen Stock Certificate. (1)
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Romito, Tomasetti & Associates, P.C.
23.3 Consent of Morison Stoneham.
23.4 Consent of Cooley Godward Castro Huddleson & Tatum. Reference
is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 2.
99.1 Form of Nonstatutory Stock Option Agreement outside of the 1995
Plan.
</TABLE>
- -------------
(1) Filed as an exhibit to the Registration Statement on Form S-1 (No.
33-90816), and incorporated herein by reference.
1.
<PAGE> 4
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 San Diego, State of California, on August 28,
1996.
INTERACTIVE GROUP, INC.
By /s/ ROBERT C. VERNON
-------------------------------------------
Robert C. Vernon
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael D. Reynolds and Robert C. Vernon
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or any of
them, or his substitutes or 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/ ROBERT C. VERNON Chairman of the Board, President and August 28, 1996
- ---------------------------------- Chief Executive Officer
Robert C. Vernon (Principal Executive Officer)
/s/ MICHAEL D. REYNOLDS Chief Financial Officer and Secretary August 28, 1996
- ---------------------------------- (Principal Financial and Accounting Officer)
Michael D. Reynolds
/s/ LYNDOL L. COOK Director August 28, 1996
- ----------------------------------
Lyndol L. Cook
/s/ MICHAEL H. GAY Director August 28, 1996
- ----------------------------------
Michael H. Gay
/s/ MARK HELLINGER Director August 28, 1996
- ----------------------------------
Mark Hellinger
/s/ RANDOLPH S. NAYLOR Director August 28, 1996
- ----------------------------------
Randolph S. Naylor
</TABLE>
2.
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
4.1 Registrant's Certificate of Incorporation. *
4.2 Registrant's Bylaws. *
4.3 Specimen Stock Certificate *
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Romito, Tomasetti & Associates, P.C.
23.3 Consent of Morison Stoneham.
23.4 Consent of Cooley Godward Castro Huddleson & Tatum.
Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Page 2.
99.1 Form of Nonstatutory Stock Option Agreement outside of the 1995 Plan
</TABLE>
- -------------
* Filed as an exhibit to the Registration Statement on Form S-1 (No.
33-90816), and incorporated herein by reference.
3.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD CASTRO HUDDLESON & TATUM LETTERHEAD]
August 28, 1996
Interactive Group, Inc.
5085 Murphy Canyon Road
San Diego, California 92123
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Interactive Group, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of 235,000 shares of the Company's
Common Stock, $.001 par value (the "Shares"), including 200,000 additional
shares available for grant under the Company's 1995 Stock Option Plan (the "1995
Plan") and 35,000 shares issuable pursuant to an outstanding stock option (the
"Option") issued outside the 1995 Plan.
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation, as amended, and By-laws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the 1995 Plan and the Option, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
/s/ D. Bradley Peck
- ------------------------------
D. Bradley Peck
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to shares of Common Stock issuable pursuant to the 1995
Stock Option Plan of Interactive Group, Inc. and certain stock options issued
outside of such plan, of our report dated February 22, 1996 with respect to the
consolidated financial statements of Interactive Group, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
August 28, 1996
<PAGE> 1
EXHIBIT 23.2
[Romito, Tomasetti & Associates PC Letterhead]
CONSENT OF ROMITO, TOMASETTI & ASSOCIATES, P.C.,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to shares of Common Stock issuable pursuant to the 1995
Stock Option Plan of Interactive Group, Inc. and certain stock options issued
outside of such plan, of our report dated March 17, 1995 with respect to the
combined financial statements of Intrepid Software, Inc. included in the Form
10-K filed with the Securities and Exchange Commission on March 28, 1996.
ROMITO, TOMASETTI & ASSOCIATES, P.C.
Burlington, Massachusetts
August 28, 1996
<PAGE> 1
EXHIBIT 23.3
[Morison Stoneham Letterhead]
CONSENT OF MORISON STONEHAM, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to shares of Common Stock issuable pursuant to the 1995
Stock Option Plan of Interactive Group, Inc. and certain stock options issued
outside of such plan, of our report dated March 15, 1994 with respect to the
combined financial statements of Interactive (UK) Ltd. included in the Form 10-K
filed with the Securities and Exchange Commission on March 28, 1996.
MORISON STONEHAM
London, England
August 28, 1996
<PAGE> 1
EXHIBIT 99.1
STOCK OPTION
CORPORATE RELATIONS GROUP, Optionee:
INTERACTIVE GROUP, INC. (the "Company"), has this day granted to you,
the optionee named above, an option to purchase shares of the common stock of
the Company ("Common Stock"). This option is not intended to qualify as and will
not be treated as an "incentive stock option" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
The grant hereunder is in connection with the performance by you of
services as a consultant to the Company pursuant to that certain Agreement for
Financial Public Relations Services of even date herewith.
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option is
thirty-five thousand (35,000). Subject to the limitations contained herein, the
shares will vest (become exercisable) as follows: seventeen thousand five
hundred (17,500) shares on the date hereof and seventeen thousand five hundred
(17,500) shares on November 11, 1996.
2. (a) The exercise price of this option is four dollars ($4.00)
per share.
(b) Payment of the exercise price per share is due in full in
cash (including check) upon exercise of all or any part of each installment
which has accrued to you.
3. Subject to the provisions of this option you may elect, at any time
during your engagement by the Company or an affiliate thereof, to exercise the
option as to any part or all of the shares subject to this option at any time
during the term hereof, provided, however, that such shares have vested as set
forth in paragraph 1 hereof.
4. This option may not be exercised for any number of shares which
would require the issuance of anything other than whole shares.
5. Notwithstanding anything to the contrary contained herein, this
option may not be exercised unless the shares issuable upon exercise of this
option are then registered under the Securities Act of 1933, as amended, or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Act.
6. The term of this option commences on April 11, 1996, the date of
grant, and, unless sooner terminated as set forth below terminates on April 11,
1997. In no event may this option be exercised on or after the date on which it
terminates. This option shall terminate prior to the expiration of its term as
follows: one (1) month after the termination of your engagement by the Company
or any parent corporation or subsidiary corporation of the Company (whether
1.
<PAGE> 2
existing at the time this option is granted or thereafter) for any reason or for
no reason. However, this option may be exercised following termination of your
engagement only as to that number of shares as to which it was exercisable on
the date of termination of engagement under the provisions of paragraph 1 of
this option, and in no event may this option be exercised after April 11, 1997.
7. (a) This option may be exercised, to the extent specified
above, by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.
(b) By exercising this option you agree that the Company may
require you to enter an arrangement providing for the cash payment by you to the
Company of any tax withholding obligation of the Company arising by reason of:
(1) the exercise of this option; (2) the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of exercise; or (3) the
disposition of shares acquired upon such exercise.
8. This option is not transferable and is exercisable during its term
only by you.
9. (a) If any change is made in the stock subject to this option
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), this option will be appropriately adjusted in the
class(es) and number of shares and price per share of stock subject to this
option.
(b) In the event of: (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; or (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Common
Stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or
otherwise, then to the extent permitted by applicable law: (i) any surviving
corporation shall assume this option or shall substitute a similar option, or
(ii) this option shall continue in full force and effect. In the event any
surviving corporation refuses to assume or continue this option, or to
substitute a similar option, then the time during which this option may be
exercised shall be accelerated and the option terminated if not exercised prior
to such event.
2.
<PAGE> 3
10. Any notices provided for in this option shall be given in writing
and shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the address specified below or
at such other address as you hereafter designate by written notice to the
Company.
Dated the 11th day of April, 1996.
Very truly yours,
INTERACTIVE GROUP, INC.
By___________________________________________
Duly authorized on behalf
of the Board of Directors
ATTACHMENTS:
Notice of Exercise
3.
<PAGE> 4
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option; and
(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:
NONE _____________________________
(Initial)
OTHER _____________________________
_____________________________
_____________________________
________________________________________
CORPORATE RELATIONS GROUP
Address: 2030 Main Street, Suite 620
Irvine, CA 92714
<PAGE> 5
NOTICE OF EXERCISE
Interactive Group, Inc.
5095 Murphy Canyon Road
San Diego, CA 92123 Date of Exercise:__________________________
Ladies and Gentlemen:
This constitutes notice under the stock option described below that the
undersigned elects to purchase the number of shares for the price set forth
below.
Stock option dated: ____________________________
Number of shares as
to which option is
exercised: ____________________________
Certificates to be
issued in name of: ____________________________
Total exercise price: $___________________________
Cash payment delivered
herewith: $___________________________
By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Stock Option Agreement, and (ii) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option.
I acknowledge that all certificates representing any of the shares of
Common Stock of the Company subject to the provisions of the Option shall have
endorsed thereon appropriate legends reflecting restrictions pursuant to the
Company's Certificate of Incorporation, Bylaws and/or applicable securities
laws.
Very truly yours,
____________________________________________
1.
