As filed with the Securities and Exchange Commission on June 13, 2000
Registration No. [ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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M & F WORLDWIDE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0423416
(State of incorporation) (I.R.S. employer identification no.)
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(Address of principal executive offices) (Zip code)
M & F WORLDWIDE 2000 STOCK OPTION PLAN
(Full title of the plan)
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BARRY F. SCHWARTZ, ESQ.
M & F WORLDWIDE CORP.
35 EAST 62ND STREET
(212) 572-8600
(Name, address and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share (2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
Par value $0.01 per share 1,500,000 (1)(2) $8,399,878(2) $2,217.57
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</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the M & F
Worldwide Corp. 2000 Stock Option Plan.
(2) Calculated in accordance with Rules 457 (c) and (h) under the
Securities Act of 1933, as amended (the "Securities Act"). The
registration fee is calculated upon the basis of (i) an exercise price
of $5.50 with respect to 815,000 shares of Common Stock for which
options have been granted and (ii) the average high and low sales
prices on June 8, 2000 with respect to the 685,000 shares of Common
Stock for which options have not been granted.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The information called for in Part I of Form S-8 will be included in
a prospectus to be distributed to participants in the 2000 Stock Option
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, M & F Worldwide Corp., a
Delaware corporation (the "Company"), pursuant to the Securities Act and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:
(1) Annual Report on Form 10-K of the Registrant for the year ended
December 31, 1999, as filed with the Commission on March 27, 2000.
(2) Quarterly Report on Form 10-Q of the Registrant for the quarter
ended April 2, 2000, as filed with the Commission on May 10, 2000.
(3) Definitive Proxy Statement of the Registrant dated March 31, 2000.
(4) The description of the Common Stock referenced as Item 1 under
the caption "Description of Registrant's Securities to be Registered" in
the Registration Statement on Form 8-A of the Registrant, as filed with the
Commission on May 19, 1995, including any amendment or report filed for the
purpose of updating such description.
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 filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued in connection
with this Registration Statement will be passed upon for the Company by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
The consolidated financial statements of M & F Worldwide Corp.
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing therein and
incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law"), subject to
the procedures and limitations therein, to indemnify any person against
expenses (including attorney's fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Registrant. The statute
provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled under
any by-law, agreement, vote of stockholders or disinterested director, or
otherwise. The Restated Certificate of Incorporation and By-laws of the
Registrant provide for indemnification by the Registrant of its directors
and officers to the fullest extent permitted by the Delaware Corporation
Law.
The foregoing statements are subject to the detailed provisions of
the Delaware Corporation Law, the Registrant's Restated Certificate of
Incorporation and the Registrant's By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to Registrant's Form
8-K dated April 30, 1996).
4.2 By-laws of the Registrant as currently in effect (incorporated by
reference to Exhibit 3.2 to Registrant's Form 10-K for the year
ended December 31, 1995).
4.3 Form of Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 5 to Registrant's
Registration Statement on Form 8-A filed on May 19, 1995).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, regarding
the legality of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in
the opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.
99.1 M & F Worldwide Corp. 2000 Stock Option Plan for employees of the
Registrant and employees of affiliated corporations (incorporated
by reference to Annex A to the Registrant's definitive Proxy
Statement dated March 31, 2000).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
1. (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(c) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act, (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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
this thirteenth day of June, 2000.
M & F WORLDWIDE CORP.
(Registrant)
By: /s/ Glenn P. Dickes
--------------------------------
Glenn P. Dickes
Attorney-in-fact
For James R. Maher
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Director June 12, 2000
------------------------------
Ronald O. Perelman
* Chairman of the Board of June 12, 2000
------------------------------ Directors, President & Chief
James R. Maher Executive Officer and
Director
* Executive Vice President June 12, 2000
------------------------------ Finance & Administration
J. Eric Hanson and Director
* Executive Vice President June 12, 2000
------------------------------ and Chief Financial Officer
Todd J. Slotkin
* Director June 12, 2000
------------------------------
Jaymie A. Durnan
* Director June 12, 2000
------------------------------
Theo W. Folz
* Director June 12, 2000
------------------------------
Howard Gittis
* Director June 12, 2000
------------------------------
Ed Gregory Hookstratten
* Director June 12, 2000
------------------------------
Lance Liebman
* Director June 12, 2000
------------------------------
Paul M. Meister
* Director June 12, 2000
------------------------------
Bruce Slovin
* Director June 12, 2000
------------------------------
Stephen G. Taub
*Glenn P. Dickes, by signing his name hereto, does hereby execute this
Registration Statement on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to Powers of Attorney
duly executed by such directors and officers as exhibits to the
Registration Statement.
By: /s/ Glenn P. Dickes
-----------------------
Glenn P. Dickes
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
4.1 Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K dated
April 30, 1996).
4.2 Amended and Restated By-Laws of the Company
(incorporated by reference to Exhibit 3.2 to the
Company's Form 10-K dated December 31, 1995).
4.3 Form of Certificate for the Registrant's Common
Stock (incorporated by reference to Exhibit 5 to
Registrant's Registration Statement on Form 8-A
filed on May 19, 1995).
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding the legality of the Common Stock being
registered.
23.1* Consent of Ernst & Young LLP, independent auditors.
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5.1
hereto).
24.1* Power of Attorney.
99.1 M & F Worldwide Corp 2000 Stock Option Plan for
employees of the Registrant and employees of
affiliated corporations (incorporated by reference
to Annex A to the Registrant's definitive Proxy
Statement dated March 31, 2000).
* Filed herewith
