As filed with the Securities and Exchange Commission on September 30, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
ALTERNATE MARKETING NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-2841197
(State of Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
One Ionia S.W., Suite 300
Grand Rapids, Michigan 49503
(Address of Principal Executive Offices) (Zip Code)
1995 Long-Term Incentive and Stock Option Plan
1995 Outside Directors and Advisors Stock Option Plan
(Full title of the plan)
Sandra J. Smith, Chief Financial Officer
Alternate Marketing Networks, Inc.
One Ionia S.W., Suite 300
Grand Rapids, Michigan 49503
(Name and address of agent for service)
(616) 235-0698
(Telephone number, including area code, of agent for service)
Copies to:
Janna R. Severance, Esq.
Moss & Barnett
A Professional Association
4800 Norwest Center
90 South 7th Street
Minneapolis, MN 55402
Telephone: (612) 347-0367
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amt to be Offering Aggregate Offering Registration
to be Registered Registered Price Per Share (1) Price (1) Fee
Common Stock
<S> <C> <C> <C> <C>
No Par Value 575,000 Shares (2) $2.438 $1,401,850 $389.71
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(1) Pursuant to Rule 457(c) under the Securities Act of 1933, estimated solely
for the purpose of calculating the registration fee, based upon the average
of the high and low last reported sale prices of the Common Stock as reported
by the Nasdaq SmallCap Market on September 28, 1999.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate number of shares which may be offered
or sold pursuant to the Plans as a result of operation of the provisions of
the Plans intended to prevent dilution in the event of such splits,
consolidations or similar changes in the capital stock.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. X
PART I
The information required by Part I is included in documents delivered to
participants in the 1995 Long-Term Incentive and Stock Option Plan and the
1995 Outside Directors and Advisors Stock Option Plan pursuant to
Rule 428(a)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents and information, which have been, or will
be, filed by the registrant with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference, as of their
respective dates:
(a) The registrant's report on Form 10-KSB for the fiscal year
ended December 31, 1998, as filed under Section 13 or 15(d) of the Securities
and Exchange Act of 1934 containing audited financial statements for the
fiscal year ended December 31, 1998;
(b) The registrant's reports on Form 10-QSB for the fiscal
quarters ended March 31 and June 30, 1999; and
(c) The description of the registrant's Common Stock, no par
value, contained in the registrant's Registration Statement on Form 8-A,
Commission File No. 0-26624, including any amendment or report filed for the
purpose of updating such description.
All reports and documents filed by the registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such reports or documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company is governed by Michigan Statutes, Chapter 450.
Michigan Statutes, Sections 450.1561-.1571 provide that a corporation has the
power to indemnify any person made or threatened to be made a party to any
proceeding by reason of the former or present official capacity of such person
against judgments, penalties, fines, including, without limitation, excise
taxes assessed against such person which respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; acted in good faith; received no improper personal benefit and
Section 450.1564a, if applicable, has been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and in the case of acts or omission by persons in their official
capacity for the corporation, reasonably believed that the conduct was not
opposed to the best interests of the corporation. The Company's restated
Articles of Incorporation and Bylaws provide for indemnification to the full
extent permitted under Michigan law.
As permitted by Section 450.1209 of the Michigan Statutes, the
restated Articles of Incorporation of the Company provide that a director
shall have no personal liability to the Company and its shareholders
for breach of his fiduciary duty as a director, to the fullest extent permitted
by law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as a part of this registration
statement:
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<CAPTION>
Exhibit Number Description
<C> <S>
4 Form of Stock Certificate*
4.3 1995 Long-Term Incentive and Stock Option Plan**
4.4 1995 Outside Directors and Advisors Stock
Option Plan**
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP,
Independent Accounts
24 Powers of Attorney (included on signature page)
99.1 Certificate of 1996 resolutions of the Board
of Directors and shareholders of the
registrant amending the 1995 Long-Term
Incentive and Stock Option Plan
99.2 Certificate of 1999 resolution of the Board of
Directors of the registrant amending the 1995
Long-Term Incentive and Stock Option Plan and
the 1995 Outside Directors and Advisors Stock
Option Plan, subject to ratification by
shareholders.
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* Incorporated by reference to the registrant's Registration Statement on Form
8-A, Commission File No.0-26624.
** Incorporated by reference to the exhibits with same identifying number
filed as a part of the registrant's Registration Statement on Form SB-2,
Commission File No. 33-95332C.
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
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 purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment to 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; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned 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 Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. 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 (See Part II,
Item 6) 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 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 of the registrant 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 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 Grand Rapids, State of Michigan, on September
29, 1999.
ALTERNATE MARKETING NETWORKS, INC.
By /s/ Phillip D. Miller
Its Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alternate Marketing Networks,
Inc., a Michigan corporation (the "Company"), and each of the undersigned
officers and directors of the Company, hereby constitutes and appoints each
of Phillip D. Miller and Sandra J. Smith as his/her true and lawful attorney-
in-fact and agent; for him/her and on his/her behalf and in his/her name, place
and stead, in any and all capacities, to sign, execute and file any of the
documents referred to below relating to the proposed registration and issuance
by the Company of the following securities:
575,000 shares of common stock, no par value ("Common Stock"), or
such greater or lesser number of shares of Common Stock as the Company deems
appropriate.
Said documents include the Registration Statement on Form S-8
under the Securities Act of 1933, as amended, and any amendment or amendments
thereto, including any amendment increasing or decreasing the amount of
securities for which registration is being sought, with all exhibits and any
and all documents required to be filed with respect thereto with any regulatory
authority, granting unto each said attorney full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying
and confirming all that said attorney-in-fact and agent 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 below by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
Name Title Date
<C> <C> <C>
/s/ Phillip D. Miller Chief Executive Officer and Director 9/29/99
Phillip D. Miller (Principal executive officer)
/s/ Ruth Ann Carroll President 9/29/99
Ruth Ann Carroll
/s/ Sandra J. Smith Treasurer, Secretary and Chief 9/29/99
Sandra J. Smith Financial Officer
(Principal financial officer)
/s/ Thomas Hiatt Director 9/29/99
Thomas Hiatt
/s/ Stan Henry Director 9/29/99
Stan Henry
</TABLE>
<TABLE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
<C> <S> <C>
4 Form of Stock Certificate*
4.3 1995 Long-Term Incentive and Stock Option Plan**
4.4 1995 Outside Directors and Advisors Stock Option Plan**
5 Opinion of Counsel 7&8
23.1 Consent of Counsel (included in Exhibit 5) 7&8
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants 9
24 Powers of Attorney (included on signature page) 4&5
99.1 Certificate of 1996 resolutions of the Board of Directors and
shareholders of the registrant amending the 1995 Long-Term
Incentive and Stock Option Plan 10
99.2 Certificate of 1999 resolution of the Board of Directors of
the registrant amending the 1995 Long-Term Incentive and Stock
Option Plan and the 1995 Outside Directors and Advisors
Stock Option Plan, subject to ratification by shareholders. 11
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* Incorporated by reference to the registrant's Registration Statement on Form
8-A, Commission File No. 0-26624.
** Incorporated by reference to the exhibits with same identifying number filed
as a part of the registrant's Registration Statement on Form SB-2, Commission
File No. 33-95332C.
Exhibits 5 and 23.1
September 29, 1999
Board of Directors
Alternate Marketing Networks, Inc.
One Ionia S.W., Suite 300
Grand Rapids, Michigan 49503
Re: Registration Statement on Form S-8 relating to Alternate Marketing
Networks, Inc.
1995 Long-Term Incentive and Stock Option Plan and 1995 Outside Directors
and Advisors Stock Option Plan
Our File No.: 30847.2
Gentlemen:
This opinion is given in connection with the filing by Alternate
Marketing Networks, Inc. (the "Registrant") with the Securities and Exchange
Commission under the Securities Act of 1933, of a Registration Statement on
Form S-8 (the "Registration Statement"), with respect to 575,000 shares of the
Registrant's Common Stock, no par value (the "Shares"), consisting of 500,000
shares that may be issued upon exercise of options or other awards that have
been or may be granted under the Registrant's 1995 Long-Term Incentive and
Stock Option Plan and 75,000 shares that may be issued upon exercise of options
or other awards that have been or may be granted under the Registrant's 1995
Outside Directors and Advisors Stock Option Plan (collectively, the "Plans").
We have acted as counsel for the Registrant in connection with the
filing of the Registration Statement. In so acting, we have examined the
originals or copies, certified or otherwise identified to our satisfaction,
of all corporate instruments and have made such inquiries of officers and
representatives of the Registrant as we have deemed relevant and necessary as
a basis for the opinion hereinafter set forth. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the original of documents
submitted to us as certified or photostatic copies. As to questions of fact
material to such opinion that we have not independently established, we have
relied upon representations or certificates of officers and directors of the
Registrant.
Based upon the foregoing, we are of the following opinion:
1. The Registrant has been duly incorporated and is validly existing as
a corporation under the laws of the State of Michigan.
2. Subject to shareholder approval of the increase in the number of
shares reserved for the Plans (see Exhibit 99.2 to the Registration Statement),
the Shares to be issued under the Plans have been duly authorized and when
issued and delivered as contemplated under the Plans will be validly issued and
outstanding, fully paid and nonassessable.
Board of Directors
September 29, 1999
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the use of this opinion as an exhibit to
applications to the securities commissioners of various states of the United
States for registration therein of various aggregate amounts of the Shares.
Very truly yours,
MOSS & BARNETT
A Professional Association
/s/ Janna R. Severance
Janna R. Severance
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 22, 1999 relating to the
financial statements of Alternate Marketing Networks, Inc., which appears
in Alternate Marketing Networks, Inc.'s Annual Report on Form 10-KSB for the
year ended December 31, 1998.
PRICEWATERHOUSECOOPERS, LLP
Grand Rapids, Michigan
September 30, 1999
Exhibit 99.1
CERTIFICATE OF 1996 RESOLUTIONS
The undersigned secretary of Alternate Marketing Networks, Inc. hereby
certifies that the following resolutions were adopted by the Board of Directors
and by the shareholders of the Company in 1996 and that such resolutions have
not been rescinded or modified, except for resolutions adopted by the Board in
1999 (filed herewith as Exhibit 99.2):
RESOLVED, that the number of shares of Common Stock reserved for
issuance under the 1995 Long-Term Incentive and Stock Option Plan shall be
increased from 300,000 to 400,000.
Dated: September 29, 1999 /s/ Sandra J. Smith
Sandra J. Smith, Secretary
Exhibit 99.2
CERTIFICATE OF 1999 RESOLUTIONS
The undersigned secretary of Alternate Marketing Networks, Inc. hereby
certifies that the following resolutions were adopted by the Board of Directors
of the Company in 1999 and that such resolutions have not been rescinded or
modified:
RESOLVED, that the number of shares reserved for issuance under
the Company's 1995 Long-Term Incentive and Stock Option Plan (the "Incentive
Plan") shall be increased from 400,000 to 500,000 shares and the number of
shares reserved for issuance under the Company's 1995 Outside Directors and
Advisors Stock Option Plan (the "Directors Plan") shall be increased from
50,000 to 75,000.
RESOLVED FURTHER, that the Company's Deferred Compensation Plan
for Certain Directors shall be terminated effective as of the date of these
Resolutions and shall no longer be of any force and effect or available for
deferral of directors fees.
RESOLVED FURTHER, that the increase in the number of shares
reserved under the Incentive Plan and the Directors Plan shall be subject to
ratification by the shareholders within 12 months from the date of these
Resolutions.
Dated: September 29, 1999 /s/ Sandra J. Smith
Sandra J. Smith, Secretary
