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Registration 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
THE DEWOLFE COMPANIES, INC.
(Exact name of issuer as specified
in its charter)
MASSACHUSETTS 04-2895334
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
80 Hayden Avenue, Lexington, Massachusetts 02173
(Address of principal executive offices)
THE DEWOLFE COMPANIES, INC.
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Richard B. DeWolfe
The DeWolfe Companies, Inc.
80 Hayden Avenue
Lexington, Massachusetts 02173
(617) 863-5858
Copies to:
Patrick J. Kinney, Jr., Esq.
Lynch, Brewer, Hoffman & Sands, LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 951-0800
(Name, address and telephone number of agent for service)
Approximate date of Commencement of Sale pursuant to the plan: Upon
issuance and exercise of options.
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
of to be to be offering price aggregate offer- registra-
registered registered(1) per share(2) ing price tion fee
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Common Stock,
$.01 par
value 100,000 $5.31 $531,000 $161.91
<FN>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options or pursuant to the antidilution
provisions of the Plan.
(2) Computed on the basis of the closing sales price of securities of the
same class, as reported on the American Stock Exchange on December 23,
1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Certain important information is set forth in certain reports or statements
filed by The DeWolfe Companies, Inc. (the "Company") with the Securities and
Exchange Commission. The reports or documents listed below are incorporated
herein by reference:
(a) The DeWolfe Companies, Inc.'s (the "Company") latest Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 (which incorporates by
reference certain portions of the Company's Proxy Statement for the Company's
1996 Annual Meeting of Stockholders held on May 14, 1996);
(b) The Company's latest Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;
(c) The Company's latest Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996;
(d) The Company's latest Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996;
(e) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for periods since September 30,
1996;
(f) The information set forth under "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
filed on April 15, 1995 (File No. 1-11278) (which incorporates by reference the
description of the Company's securities contained in the Company's Registration
Statement on Form S-18 (File No. 33-48113-B); and
(g) The Company's Registration Statements on Form S-8 (Registration
Nos. 33-56504 and 33-84136).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference and to be a part hereof from the date of filing
such reports and documents.
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Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. EXPERTS
The consolidated financial statements of The DeWolfe Companies, Inc.
appearing in The DeWolfe Companies, Inc. Annual Report (Form 10-K) for the year
ended December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of the Massachusetts Business Corporation Law and Section 9
of the By-Laws of the Company provide for indemnification of directors and
officers under certain circumstances. In addition, Article 6 of the Company's
Restated Articles of Organization provides for the limitation of liability of
directors under certain circumstances.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS.
A. The Company 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement which,
individually or in the
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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 in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company 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
Plan.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
C. Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company will, unless in the opinion of its
counsel the matter has been settled by
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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 of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities act of 1933, the Company
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 City of Lexington, Massachusetts, on this 26th day of December,
1996.
THE DEWOLFE COMPANIES, INC.
By/s/ Richard B. DeWolfe
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Richard B. DeWolfe, President
(Principal Executive Officer)
By/s/ James A. Marcotte
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James A. Marcotte
Senior Vice President
(Principal Financial Officer)
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POWER OF ATTORNEY
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. By so signing, each of the undersigned in
his capacity as a director or officer, or both, as the case may be, does hereby
appoint Richard B. DeWolfe, Edward S. Brewer, Jr. and Patrick J. Kinney, Jr., or
any one of them acting singly, his lawful attorney to execute in his name, place
and stead, any and all amendments to said Registration Statement and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Said attorney shall have the
full powers and authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully, and to all intents and purposes,
as each of the undersigned might do in person, hereby ratifying, and approving
the acts of such attorney.
Title Date
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/s/ Richard B. DeWolfe Chairman of the December 26, 1996
- ------------------------------------- Board, President,
Richard B. DeWolfe Chief Executive
Officer, and
Treasurer
/s/ James A. Marcotte Senior Vice December 26, 1996
- ------------------------------------- President, Chief
James A. Marcotte Financial Officer,
and Chief Accounting
Officer
/s/ A. Clinton Allen Director December 26, 1996
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A. Clinton Allen
/s/ R. Robert Popeo Director December 26, 1996
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R. Robert Popeo
/s/ Paul R. Del Rossi Director December 23, 1996
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Paul R. Del Rossi
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EXHIBIT INDEX
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Exhibit Sequentially
Number Description Numbered Page
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4.1 Restated Articles of Organization of the Company
[incorporated herein by reference to the Company's
Registration Statement on Form S-18 (File No.
33-48113-B)] N/A
4.2 By-laws of the Company [incorporated by reference
to the Company's Registration Statement on
Form S-18 (File No. 33-48113-B)] N/A
4.3 Specimen Stock Certificate [incorporated by reference
to the Company's Registration Statement on
Form S-18 (File No. 33-48113-B)] N/A
4.4 The Company's 1992 Non-Employee Director Stock
Option Plan, as amended 8
5 Opinion of Lynch, Brewer, Hoffman & Sands, LLP 13
23.1 Consent of Lynch, Brewer, Hoffman & Sands, LLP N/A
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP 14
24 Power of Attorney 6
99 Copy of Section 67 of the Massachusetts Business
Corporation Law with respect to indemnification of
officers and directors (incorporated by reference to the
Company's Registration Statement on Form S-18
(File No. 33-48113-B)) N/A
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