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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNICAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 65-0788314
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
10800 Biscayne Boulevard, Suite 300
Miami, Florida 33161
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
UniCapital Corporation 1998 Long-Term Incentive Plan
UniCapital Corporation 1998 Non-Employee Directors' Stock Plan
UniCapital Corporation 1998 Employee Stock Purchase Plan
UniCapital Corporation 1997 Executive Non-Qualified Stock Option Plan
(FULL TITLE OF THE PLANS)
Robert New
Chairman and Chief Executive Officer
UniCapital Corporation
10800 Biscayne Boulevard, Suite 300
Miami, Florida 33161
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(305) 899-5000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE FEE(1)
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COMMON STOCK, PAR VALUE $.001 PER SHARE 3,932,773 shares $17.83 $70,121,342(2) $50,036
6,267,227 shares $15.875 $99,492,228(2)
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(1) Registration fee calculated pursuant to Rule 457(h) under the Securities
Act of 1933, as amended.
(2) The fee with respect to shares issuable upon the exercise of options to
purchase 3,369,773 shares under the 1998 Long-Term Incentive Plan, 63,000
shares under the 1998 Non-Employee Directors' Stock Plan, and 500,000
shares under the 1997 Executive Non-Qualified Stock Option Plan is
calculated upon the basis of the actual per share exercise price of the
stock options awarded. The fee with respect to 3,830,227 shares under the
1998 Long-Term Incentive Plan, 437,000 shares under the 1998 Non-Employee
Directors' Stock Plan, 2,000,000 shares under the 1998 Employee Stock
Purchase Plan is calculated based upon the average of the high and low
prices of the Registrant's Common Stock reported on the New York Stock
Exchange on August 11, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by UniCapital Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement:
1. The Company's Prospectus covering the offer and sale of shares
of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), filed with the Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), on July 24, 1998.
2. The Company's Form 8-K dated May 18, 1998, filed with the
Commission on June 2, 1998 (File No. 001-13973).
3. The Company's Form 8-K dated June 30, 1998, filed with the
Commission on July 14, 1998 (File No. 001-13973).
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No.
001-13973), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission until
the information contained therein is superseded or updated by any subsequently
filed document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus relating
to the UniCapital Corporation 1998 Long-Term Incentive Plan, the UniCapital
Corporation 1998 Non-Employee Directors' Stock Plan, the UniCapital Corporation
1998 Employee Stock Purchase Plan or the UniCapital Corporation 1997 Executive
Non-Qualified Stock Option Plan meeting the requirements of Section 10(a) of the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12(b) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article VII of the Company's
Certificate of Incorporation provides that the personal liability of directors
of the registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL. In addition, Article VIII of the registrant's Certificate
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of Incorporation provides that the Company shall indemnify and may advance
expenses to its officers and directors to the fullest extent permitted by law.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article 7 of the registrant's Bylaws provides that the registrant will 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 by reason of the
fact that he is or was a director, officer, employee or agent of the registrant,
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another entity, against certain liabilities, costs and
expenses, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Article 7 further provides that, unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a director or
officer in defending a civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the Company. The registrant maintains directors'
and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
- -------------- --------------------------------------------------------------
4.1 Articles IV and X of the Company's Certificate of
Incorporation (incorporated by reference to exhibit included
in the Company's Registration Statement on Form S-1 (No.
333-46603))
4.2 Articles II, V and IX of the Company's Bylaws (incorporated by
reference to exhibit included in the Company's Registration
Statement on Form S-1 (No. 333-46603))
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of BDO Seidman, LLP
23.5 Consent of Tanner + Co.
23.6 Consent of Tanner + Co.
23.7 Consent of Grant Thornton LLP
23.8 Consent of Arthur Andersen LLP
23.9 Consent of KPMG Peat Marwick LLP
23.10 Consent of Morgan, Lewis & Bockius LLP (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
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99.1 UniCapital Corporation 1998 Long-Term Incentive Plan
(incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333- 46603))
99.2 UniCapital Corporation 1998 Non-Employee Directors' Stock Plan
(incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333-46603))
99.3 UniCapital Corporation 1998 Employee Stock Purchase Plan
(incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333-46603))
99.4 UniCapital Corporation 1997 Executive Non-Qualified Stock
Option Plan (incorporated by reference to exhibit included in
the Company's Registration Statement on Form S-1 (No.
333-46603))
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;
(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;
(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) 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
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
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(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.
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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 Miami, State of Florida, on this 13th day of August,
1998.
UniCapital Corporation
By: /s/ ROBERT J. NEW
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Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of UniCapital Corporation hereby constitutes and appoints Robert J.
New and Jonathan New, and each of them, his true and lawful attorneys-in-fact
and agents, for him and in his name, place and stead, in any and all capacities,
to sign one or more amendments to this Registration Statement on Form S-8 under
the Securities Act of 1933, including post-effective amendments and other
related documents, and to file the same with the Securities and Exchange
Commission under said Act, hereby granting power and authority to do and perform
any and all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
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/s/ ROBERT J. NEW Chairman and Chief Executive August 13, 1998
- -------------------------------------- Officer and a Director (Principal
Robert J. New Executive Officer)
/s/ JONATHAN NEW Chief Financial Officer (Principal August 13, 1998
- -------------------------------------- Financial and Accounting Officer)
Jonathan New
/s/ ROY BURGER Director August 13, 1998
- --------------------------------------
Roy Burger
/s/ STUART CAUFF Director August 13, 1998
- --------------------------------------
Stuart Cauff
/s/ VINCENT W. EADES Director August 13, 1998
- --------------------------------------
Vincent W. Eades
/s/ RICHARD EMERY Director August 13, 1998
- --------------------------------------
Richard Emery
/s/ BRUCE E. KROPSCHOT Director August 13, 1998
- --------------------------------------
Bruce E. Kropschot
/s/ JONATHAN J. LEDECKY Director August 13, 1998
- --------------------------------------
Jonathan J. Ledecky
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/s/ JOHN A. QUELCH Director August 13, 1998
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John A. Quelch
/s/ THEODORE J. ROGENSKI Director August 13, 1998
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Theodore J. Rogenski
/s/ ANTHONY K. SHRIVER Director August 13, 1998
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Anthony K. Shriver
/s/ ROBERT VANHELLEMONT Director August 13, 1998
- -----------------------------------
Robert VanHellemont
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EXHIBIT INDEX
SEQUENTIAL PAGE
EXHIBIT NO. DESCRIPTION NUMBER
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4.1 Articles IV and X of the Certificate of Incorporation
(incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333-46603))
4.2 Articles II, V and IX of Bylaws (incorporated by reference to
exhibit included in the Company's Registration Statement on
Form S-1 (No. 333-46603))
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of BDO Seidman, LLP
23.5 Consent of Tanner + Co.
23.6 Consent of Tanner + Co.
23.7 Consent of Grant Thornton LLP
23.8 Consent of Arthur Andersen LLP
23.9 Consent of KPMG Peat Marwick LLP
23.10 Consent of Morgan, Lewis & Bockius LLP (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
99.1 UniCapital Corporation 1998 Long-Term Incentive Plan
(incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333-46603))
99.2 UniCapital Corporation 1998 Non-Employee Directors' Stock
Plan (incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333-46603))
99.3 UniCapital Corporation 1998 Employee Stock Purchase Plan
(incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-1 (No. 333-46603))
99.4 UniCapital Corporation 1997 Executive Non-Qualified Stock
Option Plan (incorporated by reference to exhibit included in
the Company's Registration Statement on Form S-1 (No. 333-
46603))