As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
INDIVIDUAL INVESTOR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3487784
State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
125 BROAD STREET, 14TH FLOOR
NEW YORK, NEW YORK 10004
(Address of Principal Executive Offices)
2000 PERFORMANCE EQUITY PLAN
(Full Title of the Plan)
JONATHAN L. STEINBERG, Chairman
Individual Investor Group, Inc.
125 Broad Street, 14th Floor
New York, New York 10004
(212) 742-2200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
with a copy to:
PETER M. ZIEMBA, ESQ.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
=========================================== ================ ====================== ===================== =================
Common stock issuable under awards
pursuant to the 2000 Performance Equity
Plan(1)................................. 1,000,000(2) 1.71875 $1,718,750 $453.75
- ---------------------------------------- ------------ ------- ---------- -------
TOTAL.................................................................................................... $453.75
===================================================================================================================================
(1) Based on the last sale price of a share of our common stock as reported by
The Nasdaq Stock Market on July 11, 2000 in accordance with Rules 457(c)
and 457(h) promulgated under the Securities Act of 1933, as amended.
(2) Represents the maximum number of shares of common stock that may be issued
by us under the 2000 Performance Equity Plan. Pursuant to Rule 416, there
are also being registered additional shares of common stock as may become
issuable pursuant to the anti-dilution provisions of such plan.
------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective upon filing
with the Securities and Exchange Commission.
------------------
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information. *
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 under the Securities
Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by us with the SEC are
incorporated by reference in this registration statement:
o our Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
o our Quarterly Report on Form 10-Q for the period ended March 31, 2000;
o our Proxy Statement dated May 17, 2000; and
o the description of our common stock, par value $.01 per share,
contained in our registration statement on Form 8-A (No. 1-10932)
filed with the SEC pursuant to Section 12(b) of the Exchange Act,
including any subsequent amendment(s) or report(s) filed for the
purpose of updating such description.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all the securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective date of filing. Any statement
contained in a document incorporated by reference in this registration statement
will be modified or superseded for all purposes to the extent that a statement
contained in this registration statement or in any other subsequently filed
document which is incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
Our common stock is registered under Section 12(g) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in a
2
manner that such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.
In the case of an action by or in the right of the corporation, Section 145
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner that such person reasonably believed to be in and not opposed to
the best interests of the corporation, except that indemnification is not
permitted in respect of any claim, issue, or matter as to which such person is
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such other
court deems proper.
Section 145 further provides:
o that a Delaware corporation is required to indemnify a director,
officer, employee, or agent against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection
with any action, suit, or proceeding or in defense of any claim,
issue, or matter therein as to which such person has been successful
on the merits or otherwise;
o that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled;
o that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee, or agent
and shall inure to the benefit of such person's heirs, executors, and
administrators; and
o that a Delaware corporation may purchase and maintain insurance on
behalf of its directors or officers against any such liability
asserted against them as directors or officers or arising out of their
status as directors or officers whether or not the corporation would
have the power to indemnify them against liability under Section 145.
A Delaware corporation may provide indemnification only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct. Such determination is to be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not party to such action, suit, or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
Article VIII of our Amended and Restated Certificate of Incorporation and
Article VIII of our Bylaws provide for indemnification of our directors and
officers to the fullest extent permitted by law, as now in effect or later
amended. Article VIII of our Bylaws provides that expenses incurred by a
director or officer in defending a civil or criminal action, suit, or proceeding
may be paid by us in advance of a final disposition upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it is ultimately determined that the director or officer was not entitled to be
indemnified by us.
We may provide liability insurance for each of our directors and officers
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers. We currently maintain such
liability insurance.
3
Article VII of our Amended and Restated Certificate of Incorporation
eliminates the personal liability of our directors to the fullest extent
permitted by the provisions of Section 102 of the Delaware General Corporation
Law, as the same may be amended and supplemented.
Additionally, we have entered into indemnification agreements with certain
of our directors and officers whereby we have agreed to indemnify, and advance
expenses to, each indemnitee to the fullest extent permitted by applicable law.
The indemnification agreements will continue until and terminate upon the later
of (i) ten years after the date that the indemnitee has ceased to serve as a
director or officer for us or any entity which the indemnitee served at our
request, or (ii) the final termination of all pending proceedings in respect of
which the indemnitee is granted rights of indemnification or advancement of
expenses or any proceeding commenced by the indemnitee.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1* 2000 Performance Equity Plan
5.1 Opinion of Graubard Mollen & Miller
23.1 Consent of Deloitte & Touche LLP, independent auditors for the
Company
23.2 Consent of Ernst & Young LLP, independent auditors for
WisdomTree Associates, L.P.
23.3 Consent of Graubard Mollen & Miller (Included in Exhibit 5.1)
24.1 Power of Attorney (Included on Signature page)
* Previously filed as Appendix A to the Company's Definitive Proxy Statement,
filed with the SEC on April 28, 2000, and incorporated herein by reference
thereto.
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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
4
(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
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
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.
(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 Act
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 registration of
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 Act and will be governed by the
final adjudication of such issue.
5
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 New York, State of New York, on this 17th day of
July, 2000.
INDIVIDUAL INVESTOR GROUP, INC.
By: /s/ Jonathan L. Steinberg
-------------------------------
Jonathan L. Steinberg, Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jonathan L. Steinberg and Gregory E. Barton his
true and lawful attorneys-in-fact and agents, each acting alone, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this registration
statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, 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/ Jonathan L. Steinberg Chief Executive Officer July 17, 2000
- -------------------------- and Director (Principal
Jonathan L. Steinberg Executive Officer)
/s/ David Allen Chief Financial Officer July 17, 2000
- --------------------------
David Allen
/s/ Henry G. Clark Vice President - Finance July 17, 2000
- -------------------------- (Principal Accounting
Henry G. Clark Officer)
/s/ S. Christopher Meigher Director July 5, 2000
- --------------------------
S. Christopher Meigher
/s/ E. Drake Mosier Director July 7, 2000
- --------------------------
E. Drake Mosier
/s/ Bruce L. Sokoloff Director July 5, 2000
- --------------------------
Bruce L. Sokoloff
/s/ Peter M. Ziemba Director July 17, 2000
- --------------------------
Peter M. Ziemba
6
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- ----------
4.1* 2000 Performance Equity Plan --
5.1 Opinion of Graubard Mollen & Miller i
23.1 Consent of Deloitte & Touche LLP, ii
independent auditors for the Company
23.2 Consent of Ernst & Young LLP, independent iii
auditors for WisdomTree Associates, L.P.
23.3 Consent of Graubard Mollen & Miller
(Included in Exhibit 5.1)
24.1 Power of Attorney (Included on
Signature page)
* Previously filed as Appendix A to the Company's Definitive Proxy Statement,
filed with the SEC on April 28, 2000, and incorporated herein by reference
thereto.
7