As filed with the Securities and Exchange Commission on July 9, 1996
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INDIVIDUAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3036959
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8 New England Executive Park West, Burlington, MA 01803
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(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED 1989 STOCK OPTION PLAN
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1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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AMENDED AND RESTATED 1996 STOCK PLAN
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(Full title of the plan)
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JOSEPH A. AMRAM
President and Chief Executive Officer
INDIVIDUAL, INC.
8 New England Executive Park West
Burlington, MA 01803
(617) 273-6000
(Name, address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
WILLIAM B. ASHER, JR.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- -----------------------------------------------------------------------------------------------------
Amended And Restated 1989
Stock Option Plan
Common Stock, 2,395,277 shares $ 7.73 (1) $18,515,491.21 (1) $6,384.65
$.01 par value 665,137 shares $16.25 (2) $10,808,476.25 (2) $3,727.06
1996 Non-Employee Director
Stock Option Plan
Common Stock,
$.01 par value 500,000 shares $16.25 (2) $8,125,000.00 (2) $2,801.72
Amended and Restated
1996 Stock Plan
Common Stock,
$.01 par value 360,180 shares $2.50 (1) $900,450.00 (1) $310.50
Total: 3,920,594 shares $13,223.93
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(1) Such shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering
price and the fee have been computed upon the basis of the price at which
the options may be exercised. The offering price per share set forth for
such shares is the weighted average exercise price per share at which such
options are exercisable.
(2) The price of $16.25 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on July 3, 1996, is set forth
solely for purposes of calculating the filing fee pursuant to Rule 457(c)
and is used only for those shares without a fixed exercise price.
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This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the 1996 Employee Stock Purchase Plan of the Registrant is
effective. Pursuant to General Instruction E, the Registrant incorporates by
reference herein the information contained in the Registrant's Registration
Statement on Form S-8 (Registration No. 333-2806).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) Registrant's Prospectus dated March 15, 1996, as filed on March 15,
1996 pursuant to Rule 424(b)(4) of the Securities Act, in Registration
Statement No. 333-00792 on Form S-1, as amended (the "Form S-1"); and
(b) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on February 8, 1996, and
incorporating by reference the information contained in the Form S-1.
(c) Registrant's Quarterly Report or Form 10-Q, filed on May 13, 1996
pursuant to the Exchange Act; and
(d) Registrant's Form 8-K Current Report Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934, filed on June 11, 1996.
All documents subsequently filed with the Commission by the Registrant
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 herein 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.
Item 8. Exhibits
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Exhibit No. Description of Exhibit
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Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 333-00792) and incorporated
herein by reference).
Exhibit 4.2 Third Amended and Restated Certificate of Incorporation of
the Registrant (filed as Exhibit 3.3 to Registrant's
Registration Statement on Form S-1 (File No. 333-00792) and
incorporated herein by reference).
Exhibit 4.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.5 to Registrant's Registration Statement on Form S-
1 (File No. 333-00792) and incorporated herein by reference).
Exhibit 4.4 1996 Employee Stock Purchase Plan (filed as Exhibit 10.3 to
Registrant's Registration Statement on Form S-1 (File No.
333-00792) and incorporated herein by reference).
Exhibit 4.5 1996 Employee Stock Purchase Plan Enrollment/Authorization
Form (filed as Exhibit 4.5 to Registrant's Registration
Statement on Form S-8 (File No. 333-2806) and incorporated
herein by reference).
Exhibit 4.6 Amended and Restated 1989 Stock Option Plan (filed as Exhibit
10.1 to Registrant's Registration Statement on Form S-1
(File No. 333-00792) and incorporated herein by reference).
Exhibit 4.7 Form of Incentive Stock Option Agreement under the Amended
and Restated 1989 Stock Option Plan (filed herewith).
Exhibit 4.8 Form of Non-Qualified Stock Option Agreement under the
Amended and Restated 1989 Stock Option Plan (filed herewith).
Exhibit 4.9 1996 Non-Employee Director Stock Option Plan (filed as
Exhibit 10.2 to Registrant's Registration Statement on Form
S-1 (File No. 333-00792) and incorporated herein by
reference).
Exhibit 4.10 Form of Non-Qualified Stock Option Agreement under the 1996
Non-Employee Director Stock Option Plan (filed herewith).
Exhibit 4.11 Amended and Restated 1996 Stock Plan (filed herewith).
Exhibit 4.12 Form of Stock Option Agreement under the Amended and Restated
1996 Stock Plan (filed herewith).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Individual, Inc., 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 Burlington, Commonwealth of Massachusetts, on
this 9th day of July, 1996.
INDIVIDUAL, INC.
By: /s/ Joseph A. Amram
----------------------
Joseph A. Amram
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Joseph
A. Amram and Robert L. Lentz his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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/ Joseph A. Amram President, Chief Executive July 9, 1996
- --------------------------- Officer and Director
Joseph A. Amram (Principal Executive Officer)
/s/ Robert L. Lentz Vice President, Finance, Chief July 9, 1996
- --------------------------- Financial Officer and Treasurer
Robert L. Lentz (Principal Financial and Accounting
Officer)
/s/ William A. Devereaux Director July 9, 1996
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William A. Devereaux
/s/ Manuel A. Fernandez Director July 9, 1996
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Manuel A. Fernandez
Director
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Frank A. Ingari
/s/ Melinda E. Keirnan Director July 9, 1996
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Melinda E. Keirnan
/s/ Elon Kohlberg Director July 9, 1996
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Elon Kohlberg
/s/ Marino R. Polestra Director July 9, 1996
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Marino R. Polestra
/s/ Daniel Rosen Director July 9, 1996
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Daniel Rosen
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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Exhibit 4.1 Specimen certificate representing
the Common Stock of the Registrant
(filed as Exhibit 4.1 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00792)
and incorporated herein by
reference).
Exhibit 4.2 Third Amended and Restated
Certificate of Incorporation of the
Registrant (filed as Exhibit 3.3 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00792)
and incorporated herein by
reference).
Exhibit 4.3 Amended and Restated By-laws of the
Registrant (filed as Exhibit 3.5 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00792)
and incorporated herein by
reference).
Exhibit 4.4 1996 Employee Stock Purchase Plan
(filed as Exhibit 10.3 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00792)
and incorporated herein by
reference).
Exhibit 4.5 1996 Employee Stock Purchase Plan
Enrollment/Authorization Form
(filed as Exhibit 4.5 to
Registrant's Registration Statement
on Form S-8 (File No. 333-2806) and
incorporated herein by reference).
Exhibit 4.6 Amended and Restated 1989 Stock
Option Plan (filed as Exhibit 10.1
to Registrant's Registration
Statement on Form S-1 (File No.
333-00792) and incorporated herein
by reference).
Exhibit 4.7 Form of Incentive Stock Option
Agreement under the Amended and
Restated 1989 Stock Option Plan
(filed herewith).
Exhibit 4.8 Form of Non-Qualified Stock Option
Agreement under the Amended and
Restated 1989 Stock Option Plan
(filed herewith).
Exhibit 4.9 1996 Non-Employee Director Stock
Option Plan (filed as Exhibit 10.2
to Registrant's Registration
Statement on Form S-1 (File No.
333-00792) and incorporated herein
by reference).
Exhibit 4.10 Form of Non-Qualified Stock Option
Agreement under the 1996
Non-Employee Director Stock Option
Plan (filed herewith).
Exhibit 4.11 Amended and Restated 1996 Stock
Plan (filed herewith)
Exhibit 4.12 Form of Stock Option Agreement
under the Amended and Restated 1996
Stock Plan (filed herewith).
Exhibit 5.1 Opinion of Testa, Hurwitz &
Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
(filed herewith).
Exhibit 23.2 Consent of Testa, Hurwitz &
Thibeault, LLP (included in Exhibit
5.1).
Exhibit 24.1 Power of Attorney (included as part
of the signature page to this
Registration Statement).