As filed with the Securities and Exchange Commission on September 26, 1997
REGISTRATION STATEMENT 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
_________________________
ASI SOLUTIONS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3903237
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
780 THIRD AVENUE
NEW YORK, NY 10017
(Address of Principal Executive Offices)
ASI SOLUTIONS INCORPORATED 1996 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
---------------------------
BERNARD F. REYNOLDS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ASI SOLUTIONS INCORPORATED
780 THIRD AVENUE
NEW YORK, NY 10017
(212) 319-8400
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
____________________________
With copies to:
DAVID F. DIETZ, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
Common Stock 25,000 shares $6.50(2) $162,500 $117.43
$.01 par value 25,000 shares $9.00(3) $225,000
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(1) Plus such additional number of shares as may be required pursuant to the
ASI Solutions Incorporated 1996 Directors Stock Option Plan in the event of
a stock dividend, reverse stock split, split-up, recapitalization or other
similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for purposes of determining
the registration fee and is based upon the price at which outstanding
options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for purposes of determining the registration fee and is based
upon the market value of outstanding shares of ASI Solutions Incorporated's
common stock on September 24, 1997, utilizing the average of the high and
low sale prices as reported on the Nasdaq National Market.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by ASI Solutions
Incorporated (the "Registrant"), relating to 50,000 shares of its common stock,
par value $.01 per share (the "Common Stock"), which may be issued under the ASI
Solutions Incorporated 1996 Directors Stock Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Registrant hereby incorporates by reference the documents listed in (a)
through (c) below, which have been previously filed with the Securities and
Exchange Commission (the "Commission").
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997;
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on March
28, 1997, under Section 12 of the Exchange Act, and any amendments or
reports filed for the purpose of updating such description.
In addition, 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 hereunder 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. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
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 or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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The Registrant is a Delaware corporation. Subsection (a) of Section 145 of
the Delaware General Corporation Law (the "DGCL") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides: that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that the corporation has the
power to purchase and maintain insurance on behalf of a director or officer of
the corporation against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such
whether or not the corporation would have the power to indemnify him or her
against such liabilities under Section 145. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by a majority vote of the directors who were
not party to such action, suit or proceeding, even though less than a quorum or
(ii)
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if there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iii) by the stockholders.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of a director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of directors to the fullest extent
permitted by the DGCL (including, without limitation, Section 102(b)(7)
thereof), as the same may be amended and supplemented from time to time. The
Restated Certificate of Incorporation further provides that the Registrant
shall, to the fullest extent permitted by the DGCL (including without
limitation, Section 145 thereof), as the same may be amended and supplemented
from time to time, indemnify any and all persons whom it shall have power to
indemnify under the DGCL and that the indemnification provided therein shall not
be deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled whether as a matter of law, under any By-Law of
the Registrant, by agreement, by vote of stockholders or disinterested directors
of the Registrant or otherwise. The By-Laws of the Registrant provide that the
Registrant shall, to the fullest extent permitted by the DGCL (including,
without limitation, Section 145 thereof) or other provisions of the laws of
Delaware relating to indemnification of directors, officers, employees and
agents, as the same may be amended and supplemented from time to time, indemnify
any and all such persons whom it shall have power to indemnify under the DGCL or
such other provision of law. In addition, the By-Laws provide that, to the
fullest extent permitted by law, indemnification may be granted and expenses may
be advanced to any person if approved by a resolution of stockholders, a
resolution of the Board of Directors, or if set forth in an agreement; provided
that no indemnification may be made to or on behalf of any person if a judgment
or other final adjudication adverse to the person establishes that such person's
acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that such
person personally gained in fact a financial profit or other advantage to which
such person was not legally entitled. The By-Laws also provide that the right
of directors, officers, employees or agents of the Registrant to indemnification
or advancement of expenses shall not be exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled,
whether as a matter of law, under any provision of the Certificate of
Incorporation of the Registrant, under any provision of the By-Laws of the
Registrant, by agreement, by vote of stockholders or disinterested directors of
the Registrant, or otherwise.
The Registrant also maintains directors' and officers' liability insurance
coverage which includes securities related claims.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto)
24.1 Powers of Attorney (included in Part II of this Registration
Statement)
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Item 9. Undertakings.
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(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;
(ii) 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) 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) herein 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 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; 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, 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 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 25th day of
September, 1997.
ASI SOLUTIONS INCORPORATED
By: /s/ Eli Salig
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Eli Salig
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of ASI Solutions Incorporated hereby severally constitute and appoint
Michael J. Mele and Bernard F. Reynolds, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments or post-effective amendments
to said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable ASI Solutions
Incorporated to comply with the provisions of the Securities Act and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Capacity Date
--------- -------- ----
/s/ Bernard F. Reynolds Chairman of the September 24, 1997
- ------------------------- Board and Chief ------------------
Bernard F. Reynolds Executive Officer
(Principal Executive
Officer)
/s/ Eli Salig President and Chief September 25, 1997
- ------------------------- Operating Officer ------------------
Eli Salig (Principal Executive
Officer) and Director
/s/ Seymour Adler Executive Vice President September 25, 1997
- ------------------------- and Director ------------------
Seymour Adler
/s/ Michael J. Mele Vice President and Chief September 24, 1997
- ------------------------- Financial Officer ------------------
Michael J. Mele (Principal Financial and
Accounting Officer)
/s/ David Tory Director September 23, 1997
- ------------------------- ------------------
David Tory
/s/ Michael J. Boylan Director September 23, 1997
- ------------------------- ------------------
Michael J. Boylan
/s/ Ilan Kaufthal Director September 26, 1997
- ------------------------- ------------------
Ilan Kaufthal
/s/ Carl Seldin Koerner Secretary and Director September 23, 1997
- ------------------------- ------------------
Carl Seldin Koerner
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EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto)
24.1 Powers of Attorney (included in Part II of this Registration
Statement)