As filed with the Securities and Exchange Commission on October 29, 1999
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 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)
POPPER BENEFIT PLAN
PICARD BENEFIT PLANS
MORELAND BENEFIT PLAN
ALLEN BENEFIT PLAN
FLAVIN BENEFIT PLAN
(Full title of the Plans)
JONATHAN L. STEINBERG, Chairman
Individual Investor Group, Inc.
125 Broad Street, 14th Floor
New York, New York 10004
(212) 742-2277
(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 (1) per share(2) offering price(2) registration fee
=========================================== ============== ================= ================== ======================
250,000 $1.1875
62,500 $1.1875
Common Stock issuable upon exercise of 100,000 $1.25
options granted and outstanding under 175,000 $2.625
individual benefit plans ("Benefit Plans"). 43,750 $2.625
30,000 $3.25 $1,167,812.50 $324.65
-------
TOTAL.......................................................................... $324.65
=======
(1) The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Company upon exercise of options
under the Benefit Plans. 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 each of such plans.
(2) Represents the exercise prices payable for the 661,250 shares that may
be acquired under outstanding options granted pursuant to the Benefit
Plans in accordance with Rule 457(h) promulgated under the Securities
Act.
------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, the Registration Statement will become
effective upon filing with the Securities and Exchange Commission.
------------------
ii
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 of 1933
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 the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K and Form 10-KA for
the fiscal year ended December 31, 1998, filed with the
Securities and Exchange Commission (the "Commission") pursuant
to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1999 and June 30, 1999, filed with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act;
(c) The Company's Proxy Statement dated May 7, 1999; and
(d) The description of the Company's common stock, par value $.01
per share (the "Common Stock"), contained in the Company's 8-A
Registration Statement (No. 1-10932) filed with the Commission
pursuant to Section 12(b) of the Exchange Act, including any
subsequent amendment(s) or report(s) filed for purpose of
updating such description.
All documents subsequently filed by the Company 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 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
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is 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.
The Common Stock of the Company is registered under Section 12(b) 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
2
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
manner which 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 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 which the Court of Chancery or such other court
deems proper. Section 145 further provides: 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; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; 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 empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer against any such liability asserted against such person in any such
capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify him 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 the Amended and Restated Certificate of Incorporation
of the Company and Article VIII of the Bylaws of the Company provides for
indemnification of directors and officers of the Company to the fullest extent
permitted by law, as now in effect or later amended. Article VIII of the Bylaws
provides that expenses incurred by an officer of director in defending a civil
or criminal action, suit, or proceeding may be paid by the Company in advance of
final disposition upon receipt of an undertaking by or on behalf of such person
to repay such amount if it ultimately is determined that such person is not
entitled to be indemnified by the Company.
The Company may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Company. The
Company currently maintains such liability insurance.
Article VII of the Company's Amended and Restated Certificate of
Incorporation eliminates the personal liability of the directors of the Company
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, the Company has entered into Indemnification Agreements
with certain of its directors and officers whereby the Company has 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 of the Company or any entity which
the indemnitee served at the request of the Company, 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.
3
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
No. Description
- ------- ------------
4.1 Stock Option Agreement, dated September 14, 1998, for the
purchase of 250,000 shares between Brette Popper and the Company
4.2 Stock Option Agreement, dated September 14, 1998, for the purchase
of 62,500 shares between Picard International, Ltd. and the Company
4.3 Stock Option Agreement, dated August 16, 1999, for the purchase of
43,750 shares between Picard International, Ltd. and the Company
4.4 Stock Option Agreement, dated November 19, 1998, for the purchase of
100,000 shares between Jonathan Moreland and the Company
4.5 Stock Option Agreement, dated August 16, 1999, for the purchase
of 175,000 shares between David Allen and the Company
4.6 Stock Option Agreement, dated September 13, 1999, for the
purchase of 30,000 shares between Bill Flavin and the Company
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)
Item 9. Undertakings.
(a) The undersigned 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 (or the
most recent effective amendment thereof) 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 the
Registration Statement or any material change to such information in
the Registration Statement;
4
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13(a) 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 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 arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing procedures, 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 Act
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 registration of
the securities being registered, the Company 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 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 the City of New York, State of New York, on this 29th day of
October, 1999.
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 and October 29, 1999
- ------------------------- Director (Principal Executive
Jonathan L. Steinberg Officer)
/s/ David Allen Chief Financial Officer October 29, 1999
- -------------------------
David Allen
/s/ Henry G. Clark Vice President - Finance October 29, 1999
- ------------------------- (Principal Accounting Officer)
Henry G. Clark
/s/ S. Christopher Meigher Director October 29, 1999
- ------------------------
S. Christopher Meigher
/s/ Bruce L. Sokoloff Director October 29, 1999
- -------------------------
Bruce L. Sokoloff
/s/ Peter M. Ziemba Director October 29, 1999
- -------------------------
Peter M. Ziemba
6
EXHIBIT INDEX
Exhibit
No. Description
- ------- ------------
4.1 Stock Option Agreement, dated September 14, 1998, for the
purchase of 250,000 shares between Brette Popper and the Company
4.2 Stock Option Agreement, dated September 14, 1998, for the purchase
of 62,500 shares between Picard International, Ltd. and the Company
4.3 Stock Option Agreement, dated August 16, 1999, for the purchase of
43,750 shares between Picard International, Ltd. and the Company
4.4 Stock Option Agreement, dated November 19, 1998, for the purchase of
100,000 shares between Jonathan Moreland and the Company
4.5 Stock Option Agreement, dated August 16, 1999, for the purchase
of 175,000 shares between David Allen and the Company
4.6 Stock Option Agreement, dated September 13, 1999, for the
purchase of 30,000 shares between Bill Flavin and the Company
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)
7