As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333_______________
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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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LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2783690
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4100 Spring Valley Road
Suite 750
Dallas, Texas 75244
(Address of Principal Executive Offices)
(972) 404-5167
(Registrant's telephone number, including area code)
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
(Full title of the plan)
Guillermo G. Marmol
Chief Executive Officer
Luminant Worldwide Corporation
4100 Spring Valley Road, Suite 750
Dallas, Texas 75244
(972) 404-5167
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With a copy to:
R. Scott Kilgore, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share (1) Price (1) Fee (1)
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1999 Long-Term Incentive Common Stock, par 7,249,031 $30.00 $118,577,128.74 $32,964.44
Plan (the "1999 Plan") $0.01
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<FN>
(1) In accordance with Rule 457(h), the aggregate offering price and the
amount of the registration fee are based on 7,249,031 options
previously granted pursuant to the 1999 Plan and a weighted average per
share exercise price of $30.00.
</FN>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. Luminant Worldwide Corporation
(the "Registrant" or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish the SEC or its staff a copy or copies of all of the documents included
in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) Prospectus on Form 424B4 filed by the Company on September 16, 1999.
(b) The Company's Registration Statement on Form S-1 (SEC No. 33-80161)
filed by the Company on June 8, 1999 and all amendments thereafter.
(c) The description of the Company's Common Stock which is incorporated
by reference in the Prospectus on Form 424B4 filed by the Company on
September 16, 1999, including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
General
Our authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.01 per share, of which 5,000,000 are shares of non-voting common stock,
par value $.01 per share, and 10,000,000 shares of preferred stock, par value
$0.01 per share. As of August 15, 1999, there were 1,831,800 shares of our
common stock outstanding, held by two holders of record, no shares of non-voting
common stock outstanding and no shares of preferred stock outstanding.
As of the date of this Registration Statement, we have outstanding 24,163,436
shares of common stock. Of the 24,163,436 shares of common stock outstanding,
875,247 are shares of non-voting common stock. In addition, we may issue
additional shares of common stock to the former owners of our companies as
contingent consideration under the terms of the acquisition agreements that we
entered into with them. The number of shares that could be issued as payment of
contingent consideration are not now determinable and no assumptions regarding
those issuances have been included in the pro forma financial statements
included in this prospectus. Following completion of this offering, no shares of
preferred stock will be outstanding.
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The following is a description of our capital stock.
Common Stock and Non-Voting Common Stock
We are authorized to issue, without further stockholder approval, up to
100,000,000 shares of common stock, including 5,000,000 shares of non-voting
common stock. Holders of record of common stock, excluding the non-voting common
stock unless otherwise required by law, are entitled to one vote for each share
held on all matters properly submitted to a vote of stockholders. Holders of our
common stock do not have cumulative voting rights. As a result, holders of a
plurality of the shares of common stock, excluding non-voting common stock,
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock, including the non-voting common
stock, are entitled ratably to any dividend declared by the Board of Directors
out of funds legally available for this purpose, subject to any preferential
dividend rights of any then-outstanding preferred stock. Upon our liquidation,
dissolution or winding up, holders of common stock, including the non-voting
common stock, are entitled to receive ratably our remaining net assets available
after payment of or provision for all debts and other liabilities, subject the
prior rights of any then-outstanding preferred stock. Holders of common stock,
including the non-voting common stock, have no redemption or conversion rights
and no preemptive right to subscribe for or purchase additional shares of any
class of our capital stock. The outstanding shares of common stock, including
the non-voting common stock, are, and the shares of common stock offered in this
offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock, including the
non-voting common stock, may be adversely affected by the rights of the holders
of shares of any series of preferred stock that we may designate and issue in
the future. See "Preferred Stock." Each share of non-voting common stock will
automatically convert to common stock on a share-for-share basis in the event
the holder of a share of non-voting common stock sells or transfers that share
to a person or entity who is not an affiliate of the holder. At the option of
the holder of non-voting common stock each share of non-voting common stock may
be converted on a share for share basis into common stock.
Preferred Stock
We are authorized to issue, without further stockholder approval, up to
10,000,000 shares of preferred stock in one or more series, which can have
rights senior to those of the common stock. Our Board of Directors may fix or
alter the powers, designation, dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption, including sinking fund
provisions, redemption price or prices, liquidation and other preferences, and
other special rights of any wholly unissued series of preferred stock, and the
number of shares constituting any such series.
Our issuance of preferred stock could adversely affect holders of common stock.
These effects could include the following:
if dividends on the preferred stock have not been made, dividends on
the common stock may be restricted;
to the extent the preferred stock has voting rights, the voting rights
of the common stock will be diluted;
if holders of preferred stock are entitled to preferred dividends or
liquidation preferences, the amount of earnings and assets available
for distribution to holders of common stock may be reduced; and
the issuance of preferred stock could decrease the market price of the
common stock.
In addition, our issuance of preferred stock may have the effect of delaying or
preventing a change in control. We currently have no plans to issue any shares
of preferred stock.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Company Common Stock that may be issued
under options granted under the 1999 Plan is being passed upon for the Company
by Wilmer, Cutler & Pickering. George P. Stamas, a member of the Board of
Directors, is a partner in Wilmer, Cutler & Pickering. As of the date of this
Registration Statement, Mr. Stamas had received stock options to purchase 34,000
shares of Common Stock of the Company in his capacity as Director.
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Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law, our certificate
of incorporation provides that our directors will not be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to us or our stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the Delaware General Corporation Law, relating to unlawful
dividends or unlawful stock purchases or redemptions, or (4) for any transaction
from which the director derives an improper personal benefit. As a result of
this provision, we and our stockholders may be unable to obtain monetary damages
from a director for breach of his or her duty of care.
Our certificate of incorporation and by-laws provide for the indemnification of
our directors and officers to the fullest extent authorized by the Delaware
General Corporation Law, except that we will indemnify a director or officer in
connection with an action initiated by that person only if the action was
authorized by our Board of Directors. The indemnification provided under our
certificate of incorporation and by-laws includes the right to be paid expenses
in advance of any proceeding for which indemnification may be had, provided that
such advance payment may be made only if the director or officer seeking such
advance payment delivers to us an undertaking to repay all amounts paid in
advance if it is ultimately determined that the director or officer is not
entitled to be indemnified. Under our by-laws, if we do not pay a claim for
indemnification within 60 days after we have received a written claim, the
director or officer may bring an action to recover the unpaid amount of the
claim and, if successful, the director or officer also will be entitled to be
paid the expense of prosecuting the action to recover these unpaid amounts.
Under our by-laws, we have the power to purchase and maintain insurance on
behalf of any person who is or was one of our directors, officers, employees or
agents, or is or was serving at our request as a director, officer, employee,
limited partner, general partner, manager, trustee or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, against any liability asserted against the person or
incurred by the person in any of these capacities, or arising out of the
person's fulfilling one of these capacities, and related expenses, whether or
not we would have the power to indemnify the person against the claim under the
provisions of the Delaware General Corporation Law. We intend to purchase
director and officer liability insurance on behalf of our directors and
officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
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
this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
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 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 any employee benefit plan's annual report pursuant to section 15(d)
of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement reflating 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
SEC 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 of 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.
[The remainder of this page is intentionally left blank.]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, Texas on the 20th day of October, 1999.
LUMINANT WORLDWIDE CORPORATION
By: /s/ Guillermo G. Marmol
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Guillermo G. Marmol
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints Guillermo G. Marmol and
Thomas G. Bevivino as his or her true and lawful attorney-in-fact each acting
alone, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or 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 attorney-in-fact 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 for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, acting alone, 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.
Signature Title Date
/s/ Michael H. Jordan Chairman of the Board October 20, 1999
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Michael H. Jordan
/s/ Guillero G. Marmol Chief Executive Officer October 20, 1999
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Guillermo G. Marmol
/s/ James R. Corey President, Chief Operating October 20, 1999
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James R. Corey
/s/ Thomas G. Bevivino Senior Vice President - Finance October 20, 1999
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Thomas G. Bevivino
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/s/ George P. Stamas Director October 20, 1999
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George P. Stamas
/s/ Randolph Austin Director October 20, 1999
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Randolph Austin
/s/ Michael J. Dolan Director October 20, 1999
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Michael J. Dolan
/s/ Richard M. Scruggs Director October 20, 1999
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Richard M. Scruggs
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EXHIBIT INDEX
Exhibit
Number Description
4.1 1999 Long-Term Incentive Plan
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24 Power of attorney (included on signature pages of this
Registration Statement)
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