1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
Registration Statement No.333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAMALIE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2776441
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 PARK AVENUE
SUITE 3100
NEW YORK, NEW YORK 10166-0136
(212) 953-7900
(Address, including zip code,
of Registrant's principal executive offices)
LAMALIE ASSOCIATES, INC.
PROFIT SHARING PLAN
(Full title of the plan)
JACK P. WISSMAN, EXECUTIVE VICE PRESIDENT
LAMALIE ASSOCIATES, INC.
3903 NORTHDALE BOULEVARD
TAMPA, FLORIDA 33624
(813) 961-7494
(Name, address, including zip code, and telephone number
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered(1) Registered(1) Price Per Share(2) Aggregate Offering Price(2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock. . . . . . . . 200,000 shs $22.875 $4,437,500 $1,309.06
===========================================================================================================================
(1) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of participants in the Lamalie Associates, Inc. Profit
Sharing Plan.
(2) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices for
the common stock reported on the Nasdaq National Market System on April 27,
1998.
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by Lamalie
Associates, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated into and made a part of this Registration
Statement:
1. The Company's Prospectus as filed with the Commission under Rule
424(b) of the Securities Act of 1933, which is a part of the Company's
Registration Statement on Form S-1 (Registration Statement No.
333-26027), as amended, contains the Company's audited financial
statements for the fiscal year ended February 28, 1997 (pages F-1
through F-13, inclusive) and a description of the Company's common
stock (page 35), which is incorporated by reference in the Company's
Registration Statement on Form 8-A, as amended, as filed with the
Commissioner under the Securities Exchange Act of 1934 (Registration
Statement No. 000-22645).
2. The Annual Reports on Form 11-K filed with the Commission in the
future on behalf of the Company's Profit Sharing Plan shall be deemed
to be incorporated into and made a part of this Registration Statement
from the date of filing of such documents with the Commission.
3. The Company's Quarterly Reports on Form 10-Q for the Quarters ended
May 31, 1997, August 31, 1997 and November 30, 1997 and current Report
on Form 8-K dated February 27, 1998.
4. All documents filed by the Company with the Commission subsequent to
the date of this Registration Statement under Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, and 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 into and
made a part of this Registration Statement from the date of filing of
such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that a business corporation may indemnify any person who is or was a
party to any proceeding (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 or
officer of the corporation, against liability incurred in connection with such
proceeding, including any appeal thereof, provided certain standards are met,
including that such officer or director 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 provided
II-2
3
further that, with respect to any criminal action or proceeding, the officer or
director had no reasonable cause to believe his or her conduct was unlawful. In
the case of proceedings by or in the right of the corporation, the Florida Act
provides that, in general, a corporation may indemnify any person who was or is
a party to any such proceeding by reason of the fact that he or she is or was a
director or officer of the corporation against expenses and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, provided that such
person 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, except that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Under the terms of
the Company's Articles of Incorporation and Bylaws, the Company may indemnify
any director, officer or employee or any former director, officer or employee to
the fullest extent permitted by law.
The Company has entered into indemnity agreements with each of its
directors and certain officers which provide that the Company will indemnify
such persons against any costs and expenses, judgments, statements and fines
incurred in connection with any claim involving such persons by reason of his or
her position as director or officer, provided that such person meets certain
standards of conduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-3
4
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 The Company's Profit Sharing Plan (incoporated by reference to
Exhibit 10.3 to the Company's Registration Statement on Form S-1,
as amended, Registration Statement No. 333-26027).
4.2 The Company's Profit Sharing Trust as amended to date.
5.1 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, Professional Association, as to the legality of the
Common Stock being registered.
5.2 The registrant hereby undertakes to submit the Profit Sharing
Plan to the Internal Revenue Service (the "IRS") in a timely
manner to obtain a determination letter from the IRS to the
effect that such Plan is "qualified" under Section 401 of the
Internal Revenue Code and hereby undertakes to make all changes,
if any, required by the IRS in order to qualify such Plan.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, Professional Association (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (contained in signature page)
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 of 1933;
(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 end 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 a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
II-4
5
(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 with or
furnished to the Commission 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 (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.
(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 provisions described in Item 6, 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 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 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 of 1933 and will be governed by the final adjudication of such
issue.
II-5
6
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 Orlando, State of Florida, on the 27th day of April,
1998.
Lamalie Associates, Inc.
By: /s/ Robert L. Pearson
-----------------------------------------------------
Robert L. Pearson, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Lamalie Associates, Inc., for himself and not for one another, does
hereby constitute and appoint Robert L. Pearson, Jack P. Wissman and Philip R.
Albright, and each of them, a true and lawful attorney in his name, place and
stead, in any and all capacities, to sign his name to any and all amendments,
including post-effective amendments, to this registration statement, with
respect to the proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that said attorneys or any one of them shall lawfully do or
cause to be done by virtue hereof.
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/ Robert L. Pearson President and Chief April 27, 1998
- ------------------------ Executive Officer and Director
Robert L. Pearson (Principal Executive Officer)
/s/ Jack P.Wissman Executive Vice President, April 27, 1998
- ------------------------ Chief Administrative and
Jack P. Wissman Financial Officer (Principal
Financial Officer)
II-6
7
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Philip R. Albright Director of Finance and April 27, 1998
- ------------------------ Controller (Principal
Philip R. Albright Accounting Officer)
/s/ David L. Witte Executive Vice President and April 27, 1998
- ------------------------- Director
David L. Witte
/s/ John F. Johnson Chairman of the Board of April 27, 1998
- ------------------------- Directors
John F. Johnson
/s/ Joe D. Goodwin Director April 27, 1998
- -------------------------
Joe D. Goodwin
/s/ Roderick C.Gow Director April 27, 1998
- -------------------------
Roderick C. Gow
/s/ John S. Rothschild Director April 27, 1998
- -------------------------
John S. Rothschild
/s/ Ray J. Groves Director April 27, 1998
- -------------------------
Ray J. Groves
/s/ Richard W. Pogue Director April 27, 1998
- -------------------------
Richard W. Pogue
/s/ John C. Pope Director April 27, 1998
- -------------------------
John C. Pope
II-7
8
The Plan. Pursuant to the requirements of the Securities Act of 1933,
Lamalie Associates, Inc., in its capacity as administrator of the Lamalie
Associates, Inc. Profit Sharing Plan (the employee benefit plan participations
in which are being registered under this registration statement), has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of
Florida, on the 27th day of April, 1998.
Lamalie Associates, Inc.
Profit Sharing Plan
By: Lamalie Associates, Inc.
(as Plan Administrator)
By: /s/ Robert L. Pearson
-----------------------------------------------------
Robert L. Pearson, President and Chief Executive Officer
II-8