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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
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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ABACUS DIRECT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-1118166
(State or other jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
11101 West 120th Avenue
Broomfield, CO 80021
(Address of Principal Executive Offices and Zip Code)
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AMENDED AND RESTATED ABACUS DIRECT CORPORATION
1996 STOCK INCENTIVE PLAN
(Full Title of Plan)
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CARLOS E. SALA
SENIOR VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER
ABACUS DIRECT CORPORATION
11101 WEST 120TH AVENUE
BROOMFIELD, CO 80021
(303) 410-5100
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 541-6222
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED1 PER SHARE2 PRICE2 FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per share 375,000 $80.5625 $30,210,937.50 $8,398.64
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- --------
1 Comprised of 375,000 additional shares of Common Stock authorized for
issuance under the Amended and Restated Abacus Direct Corporation 1996 Stock
Incentive Plan, as amended (the "96 Plan"). 725,000 shares of common Stock were
previously authorized for issuance under the 96 Plan and registered pursuant to
a form S-8 filed with the Securities and Exchange Commission on November 26,
1997. This Registration Statement includes additional shares of the Registrant's
Common Stock that may be issued pursuant to the 96 Plan.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon, with respect to the additional 375,000
shares available for grant under the 96 Plan, a price of $80.5625 (the average
of the high and low prices of the Registrant's Common Stock as quoted on the
Nasdaq National Market on April 26, 1999).
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Abacus Direct Corporation (the "Company" or "Registrant") previously
filed a Registration Statement on Form S-8 with the Securities and Exchange
Commission on November 26, 1997 (Registration No. 333-41043) (the "Previous Form
S-8"). The Previous Form S-8 was filed in connection with, among other plans,
the Abacus Direct Corporation Amended and Restated 1996 Stock Incentive Plan, as
amended (the "96 Plan"). This Registration Statement registers 375,000
additional shares of the Company's Common Stock to be issued pursuant to the 96
Plan. The issuance of the additional shares was authorized under an Amendment to
the 96 Plan to increase the maximum number of shares authorized under the 96
Plan from 725,000 to 1,100,000 shares, which was approved by the Company's Board
of Directors and ratified by a vote of its stockholders. The contents of the
Previous Form S-8, including periodic reports filed or to be filed by the
Company after the Previous Form S-8 to maintain current information about the
Company, are incorporated by reference into this Registration Statement pursuant
to General Instruction E of Form S-8.
SUPPLEMENT TO REOFFER PROSPECTUS DATED NOVEMBER 26, 1997
This Prospectus Supplement supplements the Reoffer Prospectus dated
November 26, 1997 which was included in the Previous Form S-8 (the "Original
Prospectus") by i) adding persons to the table of Selling Shareholders located
at page 11 of the Original Prospectus and ii) updating the information provided
for the Selling Shareholders listed in the Original Prospectus. This Prospectus
Supplement should be read in conjunction with the Original Prospectus, and this
Prospectus Supplement is qualified by reference to the Original Prospectus
except to the extent that the information herein contained supercedes the
information contained in the Original Prospectus. Capitalized terms used in this
Prospectus Supplement and not otherwise defined herein have the meanings
specified in the Original Prospectus.
SELLING SHAREHOLDERS
The Prospectus is hereby amended to i) include Christopher M. Dice and
Robert L. North as Selling Shareholders, identified in the table below, who were
not previously identified in the Original Prospectus as Selling Shareholders and
ii) update the information for the Selling Shareholders listed in the Original
Prospectus.
No. of Shares of No. of Shares of No. of Shares of Common
Common Stock Stock Eligible for Stock to be Owned
Owned as of the Date Resale Pursuant to Following the Offering
Name of Selling Shareholder of this Prospectus this Prospectus Pursuant to this Prospectus
- --------------------------- -------------------- ------------------- ---------------------------
Number Percent
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M. Anthony White1 676,000 209,000 467,000 4.8%
(Chairman, Chief Executive
Officer and Director)
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(1) Includes presently exercisable options to purchase 108,000 shares of
Common Stock of which 64,800 shares are subject to repurchase by the
Company in the event Mr. White's employment ceases for any reason
(other than death or disability). Such repurchase right terminates in
annual increments of 21,600 shares on May 3, 1999, May 3, 2000 and May
3, 2001. Also includes i) options to purchase 25,000 shares of Common
Stock of which 12,500 options are currently exercisable and the
remainder of which are exercisable in two equal annual installments
commencing February 12, 2000, ii) options to purchase 38,000 shares of
Common Stock of which 9,500 options are currently exercisable and the
remainder of which are exercisable in three equal annual installments
commencing April 7, 2000, and iii) options to purchase 38,000 shares of
Common Stock exercisable in four equal annual installments commencing
January 14, 2000. Excludes 38,500 shares of Common Stock owned by the
White Family Charitable Foundation, Inc., of which Mr. White disclaims
beneficial ownership.
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No. of Shares of No. of Shares of No. of Shares of Common
Common Stock Stock Eligible for Stock to be Owned
Owned as of the Date Resale Pursuant to Following the Offering
Name of Selling Shareholder of this Prospectus this Prospectus Pursuant to this Prospectus
- --------------------------- -------------------- ------------------- ---------------------------
Number Percent
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Christopher M. Dice2 148,000 148,000 0 --
(President and Chief Operating
Officer)
Carlos E. Sala3 286,000 286,000 0 --
(Sr. Vice President-Finance,
Chief Financial Officer, Secretary
and Treasurer)
Daniel C. Snyder4 265,370 265,370 0 --
(President - New Markets and
Director)
Frank Kenny5 23,844 23,844 0 --
(Director)
Antony H. Lee6 20,844 20,844 0 --
(Director)
Robert L. North7 7,844 7,844 0 --
(Director)
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(2) Comprised of (i) options to purchase 125,000 shares of Common Stock
which are exercisable in four equal annual installments commencing
November 2, 1999, and (ii) options to purchase 23,000 shares of Common
Stock exercisable in four equal annual installments commencing January
14, 2000.
(3) Comprised of options to purchase 240,000 shares of Common Stock of
which 15,000 options are currently exercisable and the remainder of
which are exercisable in three equal annual installments commencing
June 6, 1999. Also includes i) options to purchase 23,000 shares of
Common Stock of which 5,750 options are currently exercisable and the
remainder of which are exercisable in three equal annual installments
commencing April 7, 2000, and ii) options to purchase 23,000 shares of
Common Stock exercisable in four equal annual installments commencing
January 14, 2000.
(4) Comprised of presently exercisable options to purchase 217,819 shares
of Common Stock of which 178,327 shares are subject to repurchase by
the Company in the event Mr. Snyder's employment ceases for any reason
(other than death or disability). Such repurchase right terminates in
annual increments of 89,164 shares on September 15, 1999 and September
15, 2000. Also includes i) options to purchase 13,500 shares of Common
Stock of which 4,500 options are currently exercisable and the
remainder of which are exercisable in two equal annual installments
commencing February 12, 2000, ii) options to purchase 23,000 shares of
Common Stock of which 5,750 options are currently exercisable and the
remainder of which are exercisable in three equal annual installments
commencing April 7, 2000, and iii) options to purchase 11,051 shares of
Common Stock exercisable in four equal annual installments commencing
January 14, 2000.
(5) Comprised of (i) options to purchase 4,000 shares of Common Stock of
which 2,000 options are currently exercisable and the remainder of
which are exercisable in two equal annual installments commencing
October 10, 1999, (ii) options to purchase 8,000 shares of Common Stock
of which 5,000 options are currently exercisable and the remainder of
which are exercisable in three equal annual installments commencing
June 6, 1999, (iii) options to purchase 8,000 shares of Common Stock of
which 4,000 options are currently exercisable and the remainder of
which are exercisable in four equal annual installments commencing June
5, 1999, and iv) options to purchase 3,844 shares of Common Stock
exercisable in four equal annual installments commencing January 14,
2000.
(6) Comprised of options to purchase 3,000 shares of Common Stock of which
1,000 options are currently exercisable and the remainder of which are
exercisable in two equal annual installments commencing November 5,
1999, (ii) options to purchase 6,000 shares of Common Stock of which
3,000 options are currently exercisable and the remainder of which are
exercisable in three equal annual installments commencing June 6, 1999,
(iii) options to purchase 8,000 shares of Common Stock of which 4,000
options are currently exercisable and the remainder of which are
exercisable in four equal annual installments commencing June 5, 1999,
and iv) options to purchase 3,844 shares of Common Stock exercisable in
four equal annual installments commencing January 14, 2000.
(7) Comprised of (i) options to purchase 4,000 shares of Common Stock
exercisable in four equal annual installments commencing September 25,
1999, and (ii) options to purchase 3,844 shares of Common Stock
exercisable in four equal annual installments commencing January 14,
2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Number Description
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4.2 Amended and Restated 1996 Stock Incentive Option Plan of the Company, as amended
5.1 Opinion of Kane Kessler, P.C.
23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (contained on page II-2)
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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 Broomfield, State of Colorado, on the 27th day of
April, 1999.
ABACUS DIRECT CORPORATION
By: /s/ Carlos E. Sala
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Name: Carlos E. Sala
Title: Senior Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer
We, the undersigned officers and directors of Abacus Direct
Corporation, and each of us, do hereby constitute and appoint M. Anthony White
and Carlos E. Sala, or any of them, our true and lawful attorneys and agents,
each with full power of substitution, to do any and all acts and things in our
name and behalf in our capacities as directors or officers and to execute any
and all instruments for us and in our names in the capacities listed below,
which attorneys and agents, or any of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with the Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our names
in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto; and we do hereby ratify and confirm all that
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ M. Anthony White Chairman of the Board, Chief April 27, 1999
- ------------------------- Executive Officer and Director
M. Anthony White (Principal Executive Officer)
/s/ Christopher M. Dice President and Chief Operating April 27, 1999
- ------------------------- Officer
Christopher M. Dice
/s/ Carlos E. Sala Senior Vice President-Finance, April 27, 1999
- ------------------------- Chief Financial Officer, Secretary
Carlos E. Sala and Treasurer (Principal Financial and
Accounting Officer)
/s/ Daniel C. Snyder President - New Markets April 27,1999
- ------------------------- and Director
Daniel C. Snyder
/s/ Frank Kenny Director April 27, 1999
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Frank Kenny
/s/ Antony H. Lee Director April 27, 1999
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Antony H. Lee
/s/ Robert L. North Director April 27, 1999
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Robert L. North
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EXHIBIT INDEX
Page
Number Description No.
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4.2 Amended and Restated 1996 Stock Incentive Option Plan of the Company, as
amended
5.1 Opinion of Kane Kessler, P.C.
23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (contained on page II-2)
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