AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
REGISTRATION NO. 333-07377
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPAR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0684451
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
580 White Plains Road
White Plains, New York 10591
(914) 332-4100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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SPECIAL PURPOSE STOCK OPTION PLAN
(Full title of the plans)
Charles Cimitile
Chief Financial Officer and Secretary
SPAR GROUP, INC.
580 White Plains Road
White Plains, New York 10591
(914) 332-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Lawrence David Swift, Esq.
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 134,114 $.01 $1,341.14 $1.00
=======================================================================================================================
(1)Based on the price at which such options may be exercised pursuant to Rule
457(h)(1) of the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by SPAR Group, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"), as
noted below, are incorporated by reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as filed with the Commission on April
14, 2000;
(2) The Company's Amendment No. 1 to Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1999, as filed with the
Commission on May 1, 2000;
(3) The Company's Amendment No. 2 to Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1999, as filed with the
Commission on June 29, 2000
(4) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 as filed with the Commission on
May 22, 2000;
(5) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000 as filed with the Commission on
August 21, 2000;
(6) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000 as filed with the Commission
on November 20, 2000;
(7) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission
on February 22, 1996; and
(8) All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, 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 herein and to be a part hereof from
the date of filing such documents. Any statement contained in
any 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 modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Parker Chapin LLP, New York, New York. Certain
principals of Parker Chapin LLP beneficially own shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Article VI of the Company's
Bylaws provides that the Company may indemnify its officers and Directors to the
full extent permitted by law. Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") provides that a Delaware corporation has the power
to indemnify anyone who is or was serving as a director or officer of the
corporation in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify (i) any director or officer; or (ii) any former director or officer,
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), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding provided that such director, officer or other
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such director or officer had no
reasonable cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify (i) any director or officer; or (ii) former director or officer who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director, officer or other person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director, officer or other person shall have
been 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
shall determine upon application that despite the adjudication of liability but
in view of all the circumstances of the case, such director, officer or other
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery shall deem proper.
Section 145 of the GCL further provides that (i) to the extent a
present or former director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; (ii) indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and (iii) the corporation shall have
power to purchase and maintain insurance on behalf of (a) a director or officer
of the corporation or (b) a former director or officer against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liability under Section 145.
Article Ninth of the Company's Certificate of Incorporation currently
provides that each Director shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the Director
derived an improper benefit.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
II-3
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
--------------- ----------------------------------------------
4.1 Special Purpose Stock Option Plan.
5.1 Opinion of Parker Chapin LLP as to the legality of the Common Stock registered hereby.
23.1 Consent of Parker Chapin LLP (contained in the opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on Page II-5 hereto).
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; and
(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 (i) and (ii) above do not apply if
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 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 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
II-4
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 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.
II-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 Tarrytown, State of New York, on this 28th day of
December, 2000.
SPAR GROUP, INC.
By: /s/ Robert G. Brown
---------------------------------------------------
Robert G. Brown
Chairman of the Board, Chief Executive
Officer, President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert G. Brown and William H.
Bartels as his true and lawful attorney-in-fact and agent, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other 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 or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may 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
--------- ----- ----
Chairman of the Board, Chief Executive Officer, December 28, 2000
President and Director (Principal Executive
/s/ Robert G. Brown Officer)
- -------------------------------------------
Robert G. Brown
Chief Financial Officer and Secretary (Principal
/s/ Charles Cimitile Financial and Accounting Officer) December 28, 2000
- -------------------------------------------
Charles Cimitile
/s/ William H. Bartels Vice Chairman and Director December 27, 2000
- -------------------------------------------
William H. Bartels
/s/ Robert O. Aders Director December 28, 2000
- -------------------------------------------
Robert O. Aders
II-6
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ---------- -----------------------------------------------------------
4.1 Special Purpose Stock Option Plan.
5.1 Opinion of Parker Chapin LLP as to the legality of the Common Stock registered hereby.
23.1 Consent of Parker Chapin LLP (contained in the opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on Page II-6 hereto).
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SPECIAL PURPOSE STOCK OPTION PLAN
SECTION 1. Description and Purpose of this Plan. This is the Special
Purpose Stock Option Plan of PIA Merchandising Services, Inc., a Delaware
corporation (the "Company"). This Plan has been created to provide for the
issuance of substitute options ("Substitute Options") to the holders of
outstanding stock options ("SAI Options") granted by SPAR Acquisition, Inc., a
Nevada corporation ("SAI"), as required by the terms of that certain Agreement
and Plan of Merger dated as of February 28, 1999 by and among the Company, SAI
and certain other parties named therein (the "Merger Agreement"). Substitute
Options granted under this Plan will not qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
SECTION 2. Issuance of Substitute Options. As required by Section 2.04
of the Merger Agreement, the Company shall, promptly following the Effective
Time (as such term is defined in the Merger Agreement) execute and deliver to
each holder of an SAI Option, against delivery and cancellation of such SAI
Option, a Substitute Option containing substantially the same provisions as the
SAI Option being canceled, including, without limitation, (i) the same per share
exercise price and (ii) providing for the right to purchase such number of
shares of the Company's common stock ("Common Stock") as shall be equal to the
number of shares of SAI's common stock that such holder was entitled to purchase
pursuant to the SAI Option being surrendered (a "Substitute Option Agreement").
The persons receiving Substitute Options under this Plan are hereinafter
referred to as the "Participants.") The Company shall have no obligations to
issue any Substitute Options to any Participant prior to the Effective Time.
This Plan shall terminate immediately upon the termination of the Merger
Agreement in accordance with its terms.
SECTION 3. Shares Subject to this Plan. The number of shares of Common
Stock in respect of which Substitute Options may be granted under this Plan is
134,114, subject to adjustment as provided in Section 6 hereof. After the
initial grant of Substitute Options as provided in the Merger Agreement, no
further Substitute Options may be granted under this Plan.
SECTION 4. Administration. This Plan shall be administered by the Board
of Directors of the Company (the "Board"). The Board shall have the exclusive
and binding right to (i) interpret this Plan, (ii) prescribe, amend and rescind
rules relating to this Plan; (iii) authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an Substitute
Option; (iv) determine the rights and obligations of Participants under this
Plan; and (v) make all other determinations deemed necessary or advisable for
the administration of this Plan. The good faith interpretation and construction
by the Board of any provision of this Plan or of any Substitute Option shall be
final, conclusive and binding. No member of the Board shall be liable for any
action or determination made in good faith with respect to this Plan or any
Substitute Option.
SECTION 5. Issuance of Common Stock. The Company's obligation to issue
shares of its Common Stock upon exercise of a Substitute Option by any
Participant is expressly conditioned upon the compliance by the Company with any
registration or other qualification obligations with respect to such shares
under any state or federal law or rulings and regulations of any government
regulatory body and the making of such investment representations or other
representations and undertakings by such Participant (or such Participant's
legal representative, heir or legatee, as the case may be) in order to comply
with the requirements of any exemption from any such registration or other
qualification obligations with respect to such shares which the Company in its
sole discretion shall deem necessary or advisable. Such required representations
and undertakings may include representations and agreements that such
Participant (or such Participant's legal representative, heir or legatee) (i) is
purchasing such shares for investment and not with any present intention of
selling or otherwise disposing of such shares and (ii) agrees to have a legend
placed upon the face and reverse of any certificates evidencing such shares (or,
if applicable, an appropriate data entry made in the ownership records of the
Company) setting forth (A) any representations and undertakings which such
Participant has given to the Company or a reference thereto, and (B) that, prior
to effecting any sale or other disposition of any such shares, such Participant
must furnish to the Company an opinion of counsel,
1
satisfactory to the Company and its counsel, to the effect that such sale or
disposition will not violate the applicable requirements of state and federal
laws and regulatory agencies; provided, however, that any such legend or data
entry shall be removed when no longer applicable. The Company, during the term
of this Plan, will at all times reserve and keep available, and will use its
reasonable efforts to obtain from any regulatory body having jurisdiction any
requisite authority in order to issue and sell such number of shares of Common
Stock as shall be sufficient to satisfy the requirements of this Plan. The
inability of the Company to obtain, from any regulatory body having
jurisdiction, authority reasonably deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
shares as to which such requisite authority shall not have been obtained.
SECTION 6. Adjustments Upon Capitalization and Corporate Changes. If the
outstanding shares of the Common Stock are changed into, or exchanged for, a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization or reclassification, or if the number
of outstanding shares is changed through a stock split, stock dividend, stock
consolidation or like capital adjustment, or if the Company makes a distribution
in partial liquidation or any other comparable extraordinary distribution with
respect to its Common Stock, an appropriate adjustment shall be made by the
Board in the number, kind or exercise price of shares with respect to which
unexercised Substitute Options have been granted; provided, however, that in no
event shall the exercise price be less than the par value of the Common Stock at
such time. In making such adjustments, or in determining that no such
adjustments are necessary, the Board may rely upon the advice of counsel and
accountants to the Company, and the good faith determination of the Board shall
be final, conclusive and binding.
SECTION 7. Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any shares covered by a Substitute Option until the
date of an entry evidencing such ownership is made in the stock transfer books
of the Company (the "Exercise Date"). Except as otherwise provided in Section 6,
no adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the Exercise Date. Upon (i) the dissolution,
liquidation or sale of all or substantially all of the business, properties and
assets of the Company, (ii) upon any reorganization, merger or consolidation in
which the Company does not survive, (iii) upon any reorganization, merger,
consolidation or exchange of securities in which the Company does survive and
any of the Company's stockholders have the opportunity to receive cash,
securities of another corporation and/or other property in exchange for their
capital stock of the Company, or (iv) upon any acquisition by any person or
group (as defined in Section 13(d) of the Securities Act of 1934) of beneficial
ownership of more than fifty percent (50%) of the Company's then outstanding
shares of Common Stock (each of the events described in clauses (i), (ii), (iii)
or (iv) is referred to herein individually as an "Extraordinary Event"), this
Plan and each outstanding Substitute Option shall terminate. In such event each
Participant shall have the right until 10 days before the effective date of the
Extraordinary Event to exercise, in whole or in part, any unexpired Substitute
Option held by such Participant to the extent that such Substitute Option is
then vested and exercisable pursuant to the provisions thereof.
SECTION 8. Withholding of Taxes. The Company, or a Subsidiary, as the case
may be, may deduct and withhold from the wages, salary, bonus and other income
paid by the Company or such Subsidiary to any Participant the requisite tax upon
the amount of taxable income, if any, recognized by such Participant in
connection with the exercise in whole or in part of any Substitute Option, or
the sale of Common Stock issued to any Participant upon the exercise of any
Substitute Option, as may be required from time to time under any federal or
state tax laws and regulations. This withholding of tax shall be made from the
Company's (or such Subsidiary's) concurrent or next payment of wages, salary,
bonus or other income to such Participant or by payment to the Company (or such
Subsidiary) by such Participant of the required withholding tax, as the Board
may determine.
SECTION 9. Amendment of this Plan. The Board may (a) make such changes in
the terms and conditions of outstanding Substitute Options as it deems
advisable, provided each Participant adversely affected by such change consents
thereto, and (b) make such amendments to this Plan as it deems advisable. The
Board may obtain shareholder approval of any amendment to this Plan for any
reason (including in order to take advantage of certain exemptions under Code
Section 162(m)), but shall not be required to do so
2
unless required by law or by the rules of the Nasdaq National Market or any
stock exchange on which the Common Stock may then be listed.
SECTION 10. Governing Law. This Plan and any Substitute Option granted
pursuant to this Plan shall be construed under and governed by the laws of the
State of Delaware without regard to conflict of law provisions thereof.
SECTION 11. Not an Employment or Other Agreement. Nothing contained in this
Plan or in any Substitute Option Agreement shall confer, intend to confer or
imply any rights of employment or any rights to any other relationship or rights
to continued employment by, or rights to a continued consulting relationship
with, the Company or any Subsidiary in favor of any Participant or limit the
ability of the Company or any Subsidiary to terminate, with or without cause, in
its sole and absolute discretion, the employment of, or relationship with, any
Participant, subject to the terms of any written employment or other agreement
to which such Participant is a party.
SECTION 12. Indemnification. In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall be
indemnified by the Company to the fullest extent permitted by law against the
reasonable expenses, including reasonable attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with this Plan or any Substitute Option granted hereunder, and
against all amounts paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Board member is not
entitled to indemnification under applicable law.
3
The Chrysler Building
PARKER CHAPIN LLP 405 Lexington Avenue, New York, NY 10174
(212) 704-6000 Fax (212) 704-6288
January 8, 2001
SPAR Group, Inc.
580 White Plains Road
Tarrytown, NY 10591
Ladies and Gentlemen:
We have acted as counsel for SPAR GROUP, INC., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to the registration of 134,114 shares of Common
Stock, par value $.01 per share (the "Shares"), issuable upon the exercise of
options that have been, or may from time to time be, granted under the Company's
Special Purpose Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined the
Registration Statement and originals or copies, satisfactory to us, of the
following: (i) the certificate of incorporation and all amendments thereto of
the Company, as certified by the Secretary of State of the State of Delaware on
April 3, 2000; (ii) the by-laws and all amendments thereto of the Company; (iii)
records of certain proceedings of the Board of Directors of the Company dated
February 28, 1999, during or by which resolutions were adopted relating to the
approval of the Special Purpose Stock Option Plan (items (i) through (iii) will
be referred to individually as a "Organizational Document" and collectively as
the "Organizational Documents"); and (iv) the Plan. We have not examined each
option contract in respect of options granted under the Plan. We have, however,
examined the form of option contract we are advised is the form of option
contract used by the Company under the Plan. We have also been informed that
each option contract between the Company and option holders under the Plan is
substantially in the form of the option contract we have examined. In addition,
we have made such other investigations of applicable statutes and regulations of
the State of New York and the United States of America and the applicable
provisions of the DGCL (as hereinafter defined) currently in effect as we deemed
necessary under customary practice to enable us to render this Opinion Letter.
In conducting our examination, we have assumed (with your
consent) the genuineness of all signatures , the legal capacity of all
individual signatories, the accuracy of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
copies (whether or not certified). As to any facts material to such opinion, we
have relied on certificates of public officials and certificates, oaths and
declarations of officers or other representatives of the Company. Each of the
governmental certificates, publicly filed or recorded items and searches of
public record (if any) reviewed by us were obtained by an independent firm not
under our control or supervision, and we have assumed (with your consent) that
they are sufficient and would disclose no additional relevant facts if updated
through the date of this Opinion Letter. In addition, we have assumed (with your
consent) and without independent investigation have relied upon the factual
accuracy of the information contained in the items we examined and upon the
assumptions we have made in this Opinion Letter. Except as expressly set forth
in this Opinion Letter, we have not undertaken any independent investigation,
examination or inquiry to confirm or determine the existence or absence of any
facts, searched any of the books, records or files of the Company or any other
person, searched any internal file, court file, public record or other
information collection, or examined or reviewed any communication, instrument,
agreement, document, file, financial statement, tax return, minute, record,
lien, or other item. The Organizational Documents, the Plan and the Registration
Statement are the only items of their respective types reviewed by us in
connection with or covered by us in this Opinion Letter.
SPAR Group, Inc.
Page -2-
Our opinion is limited to the date hereof and we do not in any
event undertake to advise you of any facts or circumstances occurring or coming
to our attention or any changes in applicable law subsequent to the date hereof.
Whenever any opinion of ours refers to or includes the performance of any
obligation or the issuance of any instrument or certificate after the date
hereof, it is based on our assumption that: (i) all relevant facts and
circumstances will be the same at such future time as we believe them to be on
the date hereof (except as noted in the next clause (ii)); (ii) each party will
have taken all future or further actions necessary or appropriate thereto; (iii)
no relevant liens, filings, approvals, permits or similar items will have
expired or otherwise adversely changed; and (iv) no changes will have occurred
in any of the Registration Statement, the Plan, the Organizational Documents, or
other relevant certificates and documents, applicable law, trade usage or course
of dealings.
Finally, we are counsel admitted to practice only in the State
of New York, and we express no opinions as to the applicable laws of any
jurisdiction other than those of the State of New York, the Delaware General
Corporation Law (including the Constitution of the State of Delaware and
reported judicial interpretations thereof, together with the Delaware General
Corporation Law, the "DGCL") and the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that the Shares to be issued pursuant to the exercise of options granted or to
be granted under the Plan will be, when issued pursuant to the provisions of the
Plan, legally issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN LLP
PARKER CHAPIN LLP
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of SPAR Group, Inc., for the registration of 134,114 shares of its common
stock of our report dated March 3, 2000, with respect to the consolidated
financial statements of SPAR Group, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.
Minneapolis, Minnesota /s/ Ernst & Young LLP
January 5, 2001