As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
Global DirectMail Corp
(Exact Name of issuer as specified in its charter)
Delaware 11-3262067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22 Harbor Park Drive
Port Washington, New York 11050
(516) 625-1555
(Address of principal executive offices)
__________________
Global DirectMail Corp
1995 Stock Plan for Non-Employee Directors
(Full title of the Plan)
__________________
Curt S. Rush, Esq.
Secretary and General Counsel
Global DirectMail Corp
22 Harbor Park Drive
Port Washington, New York 11050
(Name and address of agent for service)
Telephone number, including area code, of agent for
service: (516) 625-1555
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
Common Stock (par value 100,000 shares 31.4375 3,143,750 $1,084.05
$.01 per share).....
* Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low sale prices of
the securities being registered hereby on the Composite Tape on
February 7, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Global DirectMail Corp (the "Company") hereby incorporates
herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(2) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995;
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated June 1, 1995, filed
under the Exchange Act, including any amendment thereto or report filed for
the purpose of updating such description; and
(4) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") enables a corporation in its original certificate of incorporation or
an amendment thereto to eliminate or limit the personal liability of a
director for violations of the director's fiduciary duty, except (i) for any
breach of the 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 law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which a director derived an improper personal benefit.
The Company has adopted an amendment to its Certificate of Incorporation,
which eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.
Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation (a "derivative action") if they acted in good
faith and in a manner they 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 their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise. Article Ninth of the Restated
Certificate of Incorporation of the Company provides for indemnification of
its directors and officers to the fullest extent permitted by Delaware law.
In addition, the Company maintains a directors' and officers'
liability insurance policy.
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit
No.
- -------
4(a) Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form S-1 (No. 33-92052) filed with the Securities and
Exchange Commission on May 9, 1995 (the "Form S-1")
4(b) By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Form S-1)
4(c) 1995 Stock Plan for Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23(a) Consent of Deloitte & Touche
23(b) Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
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 of 1933 (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; 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; and
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information 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; 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 an 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 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 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 Port Washington, State of New York,
on the 7th day of February, 1997.
GLOBAL DIRECTMAIL CORP
By /s/ Richard Leeds
---------------------
Richard Leeds
Chairman of the Board and
Chief Executive Officer
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/ Richard Leeds Chairman and Chief Executive February 7, 1997
_________________ Officer
(Richard Leeds) (Principal Executive Officer)
Bruce Leeds* Vice Chairman and President February 7, 1997
_________________ of International Operations
(Bruce Leeds)
Robert Leeds* Vice Chairman and President February 7, 1997
_________________ of Domestic Operations
(Robert Leeds)
Robert Dooley* Director and Senior Vice February 7, 1997
_________________ President - Worldwide
(Robert Dooley) Computer Sales and
Marketing
Leslie Biggs* Commercial and Financial February 7, 1997
_________________ Director of European
(Leslie Biggs) Operations
Kenneth J. Hall* Chief Financial Officer February 7, 1997
_________________ (Principal Financial Officer)
Howard Kohos* Corporate Controller February 7, 1997
_________________ Principal Accounting Officer)
(Howard Kohos)
Curt S. Rush* Secretary and General Counsel February 7, 1997
_________________
(Curt S. Rush)
Robert D. Rosenthal* Director February 7, 1997
_________________
(Robert D. Rosenthal)
Stacy S. Dick* Director February 7, 1997
_________________
(Stacy S. Dick)
* By /s/ Richard Leeds
--------------------
Richard Leeds,
Attorney-in-Fact
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- ------------
4(a) Certificate of Incorporation of the
Company (incorporated by reference
to Exhibit 3.1 to the Registration
Statement on Form S-1 (No. 33-92052)
filed with the Securities and Exchange
Commission on May 9, 1995 (the "Form S-1")
4(b) By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Form S-1)
4(c) 1995 Stock Plan for Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23(a) Consent of Deloitte & Touche
23(b) Consent of Davis Polk & Wardwell
(included in Exhibit 5)
24 Powers of Attorney