As filed with the Securities and Exchange Commission on January 22, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRT GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3914972
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
342 Madison Avenue, 11th Floor
New York, New York 10173
(Address of Principal Executive Offices, Including Zip Code)
PRT Group Inc. Amended And Restated 1996 Stock Incentive Plan
(Full Title of the Plan)
Leonard P. Ciriello, Esq.
PRT Group Inc.
342 Madison Avenue, 11th Floor
New York, New York 10173
(212) 922-0800
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Vincent J. Pisano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Offering Proposed Maximum
Title Of Securities To Amount To Be Price Per Aggregate Amount Of
Be Registered(1) Registered Share(2) Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------
1. Common Stock, par value 394,750 $4.38 $1,735,575 $510.06
$.001 per share
2. " " 65,150 5.63 1,729,005 108.20
3. " " 698,275 12.00 366,795 2,471.89
4. " " 454,300 13.00 3,379,300 1,742.24
5. " " 2,689,525 12.25 32,946,681 9,719.27
Total: 4,302,000 $49,327,681 $14,551.66
=================================================================================================
(1) The Common Stock being registered relates to (i) past option grants,
with option exercise prices as indicated, and (ii) option grants to
be undertaken in the future, with option exercise prices to be
determined.
(2) In accordance with Rule 457(h)(1) under the Securities Act, the
option exercise price.
(3) The registration fee has been calculated pursuant to Rule 457(c) and
(h) under the Securities Act on the basis of the average of the high
and low prices of the Registrant's Common Stock as reported on The
Nasdaq National Market on January 16,1998, a date within five
business days prior to the date of filing of this Registration
Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
The information called for in Part I of Form S-8 will be included in a
Prospectus which is to be distributed to participants in the Amended and
Restated 1996 Stock Incentive Plan of PRT Group Inc.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement:
(a) Final Prospectus dated November 20, 1997
pursuant to Rule 424(b) of the Securities
Act of 1933, as amended (the "Securities
Act") of PRT Group Inc. ("PRT" or the
"Company")
(d) Form 8-A (File No. 000-23315) of the
Company dated November 4, 1997, which
incorporates by reference the title and
description of the Company's Common
Stock, par value $.001 per share (the
"Common Stock"), which is contained under
the caption "Description of Capital
Stock" in the Regis tration Statement of
the Company on Form S-1 (File No.
333-36169), de clared effective by the
Commission on November 20, 1997, relating
to the initial public offering of the
Common Stock of the Company.
All documents hereafter filed by PRT pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securi ties Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment to
this Registration Statement 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 into this Registration
Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the offering of the
shares of Common Stock registered hereby will be passed upon for PRT by
Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New
York 10022. Isaac Shapiro, a member of Skadden, Arps, Slate, Meagher &
Flom LLP, is a director and stockholder of the Company and has been
granted options pursuant to the Amended and Restated 1996 Stock Option
Plan of PRT Group Inc.
Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the General Corporation
Law of the State of Delaware, each director and officer of PRT may be
indemnified by PRT against expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he is involved by reason
of the fact that he is or was a director or officer of PRT if he acted in
good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of PRT and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful. However, if the legal proceeding is by or in the
right of PRT, the director or officer may not be indemnified in respect
of any claim, issue or matter as to which he shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to
PRT unless a court determines otherwise.
In addition, PRT's By-Laws provide that PRT shall
indemnify and hold harmless, to the fullest extent permitted by
applicable law, any person who was or is made or is threatened to be made
a party to, or is otherwise involved in, any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding")
by reason of the fact that he or she, or a person for whom he or she is
the legal representative, is or was a director, officer, employee or
agent of PRT or is or was serving at the request of PRT as a director,
officer, employee or agent of another company or of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. PRT shall be
required to indemnify a person in connection with a Proceeding initiated
by such person only if the Proceeding was authorized by the Board of
Directors of PRT.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
Company.
4.2 Amended and Restated By-Laws of the Company.
5.1 Opinion and Consent of Skadden, Arps, Slate, Meagher &
Flom LLP.
10.1 Amended and Restated 1996 Stock Incentive Plan of the
Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Shulman, Cohen, Furst, Kramer and Rosen, P.C.
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.3 Power of Attorney (contained in, and incorporated by
reference to, Pages 6 and 7 of this Registration Statement).
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 hereto)
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 this Registration
State ment 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 registration
statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a
post-effective amendment by those paragraphs is
con tained in periodic reports filed with or
furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
Registration State ment.
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 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 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 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 of 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,
as amended, 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 New York,
State of New York, on this 22nd day of January, 1998.
PRT GROUP INC.
By: /s/ Douglas K. Mellinger
____________________________
Name: Douglas K. Mellinger
Title: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director
of PRT Group Inc. whose signature appears below constitutes and appoints
Douglas K. Mellinger, Lowell W. Robinson, and each of them, with full
power to act without the other, his true and lawful attorneys-in-fact and
agents, with full and several power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments), and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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
/s/ Douglas K. Mellinger Chairman of the Board, January 22, 1998
- ------------------------ President and
Douglas K. Mellinger Chief Executive Officer
/s/ Lowell W. Robinson Chief Financial Officer January 22, 1998
- ----------------------
Lowell W. Robinson
/s/ Esther Dyson Director January 22, 1998
- ----------------------
Esther Dyson
/s/ Michael Enthoven Director January 22, 1998
- ----------------------
Michael Enthoven
/s/ Robert P. Forlenza Director January 22, 1998
- ----------------------
Robert P. Forlenza
/s/ Craig D. Goldman Director January 22, 1998
- --------------------
Craig D. Goldman
/s/ Gregory S. Mellinger Director January 22, 1998
- ------------------------
Gregory S. Mellinger
/s/ Isaac Shapiro Director January 22, 1998
- ----------------------
Isaac Shapiro
/s/ Irwin J. Sitkin Director January 22, 1998
- -------------------
Irwin J. Sitkin
/s/ Jack L. Rivkin Director January 22, 1998
- ------------------
Jack L. Rivkin
EXHIBIT INDEX
Exhibit.
Number
4.1 Amended and Restated Certificate of Incorporation of the Company.
4.2 Amended and Restated By-Laws of the Company.
5.1 Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP.
10.1 Amended and Restated 1996 Stock Incentive Plan of the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Shulman, Cohen, Furst, Kramer and Rosen, P.C.
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.3 Power of Attorney (contained in, and incorporated by reference
to, Pages 6 and 7 of this Registration Statement).