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CONFORMED COPY
As filed with the Securities and Exchange Commission on April 22, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIDIGITAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
13-3866725
(I.R.S. Employer Identification No.)
20 West 20th Street, New York, New York 10111
(Address of Principal Executive Offices) (Zip Code)
1995 Long-Term Stock Investment Plan
May 1996 Options
1997 Equity Incentive Plan
1997 Non-Employee Director Stock Option Plan
(Full Title of the Plan)
William E. Dye
Chairman of the Board, President and Chief Executive Officer
Unidigital Inc.
20 West 20th Street, New York, New York 10011
(Name and Address of Agent for Service)
(212) 337-0330
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David J. Sorin, Esq.
John F. Cinque, Esq.
Buchanan Ingersoll
500 College Road East
Princeton, NJ 08540
(609) 987-6800
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Amount Offering Maximum Amount Of
Title Of Securities To Be Price Per Aggregate Registration
To Be Registered Registered(1) Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share
To be issued under the 1995 Long-
Term Stock Investment Plan 8,230 $ 5.25(2) $ 43,208(2) $ 13.09
Issued under the 1995 Long-Term
Stock Investment Plan 291,770 $ 5.63(3) $1,642,665(3) $ 497.73
Issued under the May 1996 Options 50,000 $ 6.00(4) $ 300,000(4) $ 90.91
To be issued under the 1997 Equity Incentive
Plan 240,000 $ 5.25(2) $1,260,000(2) $ 381.78
Issued under the 1997 Equity Incentive
Plan 60,000 $ 5.27(5) $ 316,200(5) $ 95.82
To be issued under the 1997 Non-
Employee Director Stock Option Plan 65,000 $ 5.25(2) $ 341,250(2) $ 103.41
Issued under 1997 Non-Employee
Director Stock Option Plan 10,000 $5.125(6) $ 51,250(6) $ 15.53
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL 725,000 $3,954,573 $1,198.27
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided among
seven subtotals.
(2) Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
for the purpose of calculating the registration fee and are based upon the
average of the high and low price per share of the Registrant's Common Stock as
reported on the Nasdaq National Market on April 16, 1997.
(3) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $5.63 per share covering 291,770 shares subject to
stock options granted under the 1995 Long-Term Stock Investment Plan.
(4) Pursuant to Rule 457(h), these prices are calculated based on an exercise
price of $6.00 per share covering 50,000 shares subject to the May 1996 Options.
(5) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $5.27 per share covering 60,000 shares subject to
stock options granted under the 1997 Equity Incentive Plan.
(6) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $5.125 per share covering 10,000 shares subject to
stock options granted under the 1997 Non-Employee Director Stock Option Plan.
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EXPLANATORY NOTE
This Registration Statement has been filed by Unidigital Inc. (the
"Company") in order to register an aggregate of 725,000 shares of Common Stock,
as follows: (i) 300,000 shares of Common Stock issuable under the 1995 Long-Term
Stock Investment Plan (the "1995 Stock Plan"); (ii) 300,000 shares of Common
Stock issuable under the 1997 Equity Incentive Plan (the "1997 Plan"); (iii)
75,000 shares of Common Stock issuable under the 1997 Non-Employee Director
Stock Option Plan (the "Director Plan" and, collectively with the 1995 Stock
Plan and the 1997 Plan, hereinafter referred to as the "Plans"); and (iv) 50,000
shares of Common Stock issuable under certain options granted outside the
Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this
Form S-8 will be sent or given to participants in the Plans listed on the cover
page of this Registration Statement as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (taken together with the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) (the "Section 10(a) Prospectus") of the Securities Act.
The Company will provide a written statement to each participant of the
Plans advising each such participant of the availability without charge, upon
written or oral request, of the documents referred to under Item 3 --
"Incorporation of Documents by Reference" which have been incorporated in the
Section 10(a) Prospectus by reference, along with any other documents required
to be delivered to employees pursuant to Rule 428(b) promulgated by the
Commission under the Securities Act. Whenever updating information is required,
the Company shall furnish promptly without charge to each Plan participant, upon
written or oral request, a copy of all documents containing the Plan information
required by Part I that then constitute part of the Section 10(a) Prospectus,
although documents previously furnished need not be re-delivered. Requests for
such copies should be directed to the President and Chief Executive Officer,
Unidigital Inc., 20 West 20th Street, New York, New York 10011. Telephone
requests may be directed to (212) 337-0330.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been or will be filed with the
Commission are incorporated herein by reference and in the Section 10(a)
Prospectus by reference:
(a) The Company's Annual Report on Form 10-KSB for the year
ended August 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since August 31, 1996.
(c) The description of the Company's Common Stock, $.01 par
value, which is contained in the Company's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the Commission on February 1, 1996, including any subsequent
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law (the "DGCL"), the
Certificate of Incorporation includes a provision that eliminates personal
liability for its directors for monetary damages for breach of fiduciary duty,
as a director except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL; and (iv) for any transaction from which the
director derived an improper personal benefit.
As permitted by Section 145 of the DGCL, the By-Laws provide that: (i) the
Company is required to indemnify its directors and officers to the fullest
extent permitted by the DGCL; (ii)
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the Company may, in its discretion, indemnify other persons as set forth in the
DGCL; (iii) the Company is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding (subject to certain
exceptions) to the fullest extent permitted by the DGCL; (iv) rights conferred
in the By-Laws are not exclusive; and (v) the Company is authorized to enter
into indemnification agreements with its directors, officers, employees and
agents.
The Company, with approval of its Board of Directors, has obtained
directors and officers liability insurance with a per claim and annual aggregate
coverage limited to $3,000,000.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought nor is the registrant aware of any threatened litigation that may result
in claims for indemnification by any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
Number -----------
------
4.1 1995 Long-Term Stock Investment Plan. (Incorporated by reference
to Exhibit 10.11 to the Company's Registration Statement on Form
SB-2 (File Number 33-99656) which became effective February 1,
1996.)
4.2 1997 Equity Incentive Plan. (Incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended February 28, 1997, Commission File No. 0-27664.)
4.3 1997 Non-Employee Director Stock Option Plan. (Incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-QSB for the quarter ended February 28, 1997, Commission
File No. 0-27664.)
4.4 Stock Option Agreement dated February 1, 1996 evidencing an
option to purchase 50,000 shares of the Company's Common Stock
by Terence G. Warville.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Cornick, Garber & Sandler, LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed as
Exhibit 5).
23.3 Consent of Blick Rothenberg.
23.4 Consent of Ernst & Young LLP.
24 Power of Attorney (see "Power of Attorney" below).
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ITEM 9. UNDERTAKINGS.
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 purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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.
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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 22nd day of
April, 1997.
UNIDIGITAL INC.
By: /s/William E. Dye
-----------------------------------------
William E. Dye
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William E. Dye, 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 all 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 and necessary to be done in and about the
premises, 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 his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William E. Dye Chairman of the Board, April 22, 1997
- ----------------------- President, Chief Executive
William E. Dye Officer and Director (principal
executive officer and principal
financial and accounting
officer)
/s/Peter Saad Senior Vice President, Chief April 22, 1997
- ----------------------- Operating Officer and Director
Peter Saad
/s/Anthony Manser Vice President and Director April 22, 1997
- -----------------------
Anthony Manser
/s/Harvey Silverman Director April 22, 1997
- -----------------------
Harvey Silverman
/s/David Wachsman Director April 22, 1997
- -----------------------
David Wachsman
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EXHIBIT INDEX
Exhibit Description Page
Number ----------- Number
------ ------
4.1 1995 Long-Term Stock Investment Plan. (Incorporated by
reference to Exhibit 10.11 to the Company's Registration
Statement on Form SB-2 (File Number 33-99656) which
became effective February 1, 1996.)
4.2 1997 Equity Incentive Plan. (Incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-QSB for the quarter ended February 28, 1997,
Commission File No. 0-27664.)
4.3 1997 Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-QSB for the
quarter ended February 28, 1997, Commission File No.
0-27664.)
4.4 Stock Option Agreement dated February 1, 1996 evidencing an
option to purchase 50,000 shares of the Company's Common Stock by
Terence G. Warville.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Cornick, Garber & Sandler, LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion
filed as Exhibit 5).
23.3 Consent of Blick Rothenberg.
23.4 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page).