-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gop7ZnWJRKs0OWmitloOSCeEaHTnkwVvbdk9WPbRCeUykGNqPFuWanO9Ho/AxQKt Z+zB8dB7CO4rd2R6/2xu2w== 0000014280-00-000009.txt : 20000202 0000014280-00-000009.hdr.sgml : 20000202 ACCESSION NUMBER: 0000014280-00-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000113 EFFECTIVENESS DATE: 20000113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING SERVICES GROUP INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94603 FILM NUMBER: 506763 BUSINESS ADDRESS: STREET 1: 333 SEVENTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125947688 MAIL ADDRESS: STREET 1: 333 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 13, 2000 Registration No. 333-__________ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marketing Services Group, Inc. ------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada 88-0085608 ------ ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 333 Seventh Avenue New York, NY 10001 ------------ ----- (Address of Principal Executive (Zip Code) Offices) ---------------------- Warrants to Purchase Common Stock (Full Title of the Plan) ---------------------- J. Jeremy Barbera Chief Executive Officer Marketing Services Group, Inc. 333 Seventh Avenue, 20th Floor, New York, New York 10001 (Name and Address of Agent for Service) ---------------------- (917) 339-7100 (Telephone Number, Including Area Code, of Agent for Service) ---------------------- Please send copies of all communications to: Alan I. Annex, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway, New York, New York 10019-4315 (212) 977-6600 ---------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Title of Proposed Maximum Amount of Securities Amount to be Maximum Aggregate Registration to be Registered Registered Offering Price Offering Fee Per Share (1) Price (1) ________________________________________________________________________________ Common Stock, $.01 par value 75,000 shares $2.50 $187,500 $49.50 ________________________________________________________________________________ Common Stock, $.01 par value 45,000 shares $3.00 $135,000 $34.70 ________________________________________________________________________________ Common Stock, $.01 par value 30,000 shares $3.50 $105,000 $27.75 ________________________________________________________________________________ TOTAL 150,000 shares $427,500 $111.95 ================================================================================ (1) Issuable upon the exercise of warrants purchased by certain directors and consultants. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"), the documents containing the information specified in Part I of Form S-8 will be sent to Seymour Jones, regarding the shares of common stock issuable upon exercise of warrants to purchase 25,000 shares of our common stock, dated August 15, 1996, Elaine Panish, regarding the shares of Common Stock issuable upon exercise of warrants to purchase 25,000 shares of our common stock, dated August 15, 1996, to C. Anthony Wainwright, regarding the shares of Common Stock issuable upon exercise of warrants to purchase 50,000 shares of our common stock, dated as of August 15, 1996 and to S. James Coppersmith regarding the shares of our common stock issuable upon exercise of warrants to purchase 50,000 shares of our common stock, dated September 26, 1996. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) Prospectus. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ---------------------------------------- We incorporate by reference the documents listed below and all future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act: (1) Annual Report on Form 10-K, as amended, for the fiscal year ended June 30, 1999. (2) Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. (3) Current Reports on Form 8-K, May 13, 1999, as amended, dated July 8, 1999; August 30, 1999; December 20, 1999. Item 4. Description of Securities. -------------------------- Common Stock Each holder of our common stock is entitled to one vote for each outstanding share owned by him on every matter properly submitted to the stockholders for their vote. The shares of our common stock do not have cumulative voting rights in the election of directors. Stockholders are entitled to any dividends declared by the board of directors out of any legally available funds and are entitled to receive on a pro rata basis all our assets available for distribution to the stockholders in the event of our liquidation, dissolution or the winding up of our business. Stockholders do not have any preemptive right to become subscribers or purchasers of additional shares of any class of our capital stock in any subsequent offering. Preferred Stock The preferred stock may be issued in series having such designations, powers, preferences, rights and limitations on such terms and conditions as the board of directors may from time to time determine, including the rights, if any, of the holders of such preferred stock with respect to voting, dividends, redemption, liquidation and conversion. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not Applicable Item 6. Indemnification of Directors and Officers. ------------------------------------------ Our certificate of incorporation and bylaws provide that we indemnify all of our directors and officers to the fullest extent permitted by the Nevada General Corporation Law. Under our certificate of incorporation and bylaws, any director or officer, who in his capacity as such is made or threatened to be made, party to any suit or proceeding, shall be indemnified. A director or officer will be indemnified if it is determined that the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us pursuant to the foregoing provision, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. We maintain a directors' and officers' liability insurance policy covering certain liabilities that may be incurred by directors and officer in connection with the performance of their duties. We pay the entire premium for the liability insurance. Item 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- The following is a complete list of exhibits filed as a part of this registration statement: Exhibit No. Document ----------- -------- 5.1 Opinion and Consent of McDonald Carano Wilson McCune Bergin Frankovich & Hicks LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of McDonald Carano Wilson McCune Bergin Frankovich & Hicks LLP (included in Exhibit 5.1). 24 Power of Attorney (included on signature page of this registration statement). 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; (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, represents 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. 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 by MSGI pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That for the purpose of determining any liability under the Securities Act, 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, each filing of MSGI's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers or controlling persons of the company pursuant to any arrangement, provision or otherwise, MSGI has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by MSGI of expenses incurred or paid by a director, officer or controlling person of the MSGI 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, MSGI 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 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, MSGI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a registration statement 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 January 13, 2000. MARKETING SERVICES GROUP, INC. By: /s/ J. Jeremy Barbera --------------------- J. Jeremy Barbera, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signature" constitutes and appoints J. Jeremy Barbera as his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this registration statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto 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 for 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ J. Jeremy Barbera Chief Executive Officer and January 13, 2000 - --------------------- Director J. Jeremy Barbera /s/ Alan I. Annex Director January 13, 2000 - ----------------- Alan I. Annex /s/ S. James Coppersmith Director January 13, 2000 - ------------------------ S. James Coppersmith /s/ John T. Gerlach Director January 13, 2000 - ------------------- John T. Gerlach /s/ Seymour Jones Director January 13, 2000 - ----------------- Seymour Jones /s/ Edward E. Mullen Director January 13, 2000 - -------------------- Edward E. Mullen /s/ Michael E. Pralle Director January 13, 2000 - --------------------- Michael E. Pralle /s/ C. Anthony Wainwright Director January 13, 2000 - ------------------------- C. Anthony Wainwright /s/ Cindy H. Hill Chief Financial Officer January 13, 2000 - ----------------- And Principle Accounting Cindy H. Hill Officer EX-5 2 EXHIBIT 5.1 Exhibit 5.1 Opinion and Consent of McDonald Carano Wilson McCune Bergin Frankovich & Hicks LLP. January 13, 2000 Board of Directors Marketing Services Group, Inc. 333 Seventh Avenue New York, New York 10001 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (No. 333-______) filed by Marketing Services Group, Inc. (the "Company") with the Securities and Exchange Commission on January 13, 2000, (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 150,000 shares of the $.01 par value common stock of the Company (the "Shares") which may be acquired by certain affiliates of the Company through the exercise of warrants. In our capacity as your counsel on matters of Nevada law, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance, and sale of the Shares. It is our opinion that the Shares have been duly authorized and, when issued and delivered in the manner referred to in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto. Sincerely, McDONALD CARANO WILSON McCUNE BERGIN FRANKOVICH & HICKS LLP By_________________________ A Partner EX-23 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 24, 1999 relating to the financial statements and financial statement schedule of Marketing Services Group, Inc., which appears in Marketing Services Group, Inc.'s Annual Report on Form 10-K for the year ended June 30, 1999. We also consent to the incorporation by reference in such Registration Statement of our report dated July 22, 1999, relating to the financial statements of CMG Direct Corporation which appears in Marketing Services Group Inc.'s Current Reports on Form 8-K/A dated May 13, 1999. /s/PricewaterhouseCoopers New York, New York ------------------------- January 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----