1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 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. 1998 OMNIBUS STOCK AND INCENTIVE PLAN (Full title of the plan) PHILIP R. ALBRIGHT, 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) ---------------------- [A CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of to be Registered Registered Price Per Share(1) Aggregate Offering Registration Fee Price(1) - ------------------------------------------------------------------------------------------------------------------- Common Stock ............ 500,000 shs. $6.00 $3,000,000 $885.00 - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- (1) 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 October 13, 1998. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INCORPORATION OF DOCUMENTS BY REFERENCE. This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to the 1998 Omnibus Stock and Incentive Plan is already effective. Pursuant to General Instruction E of this form, the content of the Company's previous Registration Statement (Registration Statement No. 333-51463) are incorporated herein by reference. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association, as to the legality of the Common Stock being registered. 23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association (contained in Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 24 Powers of Attorney (contained on signature page). II-2 3 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 Tampa, State of Florida, on the 14th day of October, 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 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 proer 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 October 14, 1998 - ----------------------------- Executive Officer and Director Robert L. Pearson (Principal Executive Officer) /s/ Philip R. Albright Vice President and Chief October 14, 1998 - ----------------------------- Financial Officer (Principal Philip R. Albright Accounting Officer) /s/ John F. Johnson Director October 14, 1998 - ----------------------------- John F. Johnson /s/ Joe D. Goodwin Director October 14, 1998 - ----------------------------- Joe D. Goodwin /s/ Roderick C. Gow Director October 14, 1998 - ----------------------------- Roderick C. Gow Director - ----------------------------- John S. Rothschild II-3 4 SIGNATURE TITLE DATE - --------- ----- ---- Director - ----------------------------- Ray J. Groves /s/ Richard W. Pogue Director October 14, 1998 - ----------------------------- Richard W. Pogue /s/ John C. Pope Director October 14, 1998 - ----------------------------- John C. Pope Director - ----------------------------- Neal L. Maslan Director - ----------------------------- Patrick McDonnell II-4