S-8 1 0001.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2001 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- IMRGLOBAL CORP. ------------------------------------------------------ (Exact name of Registrant as Specified in Its Charter) FLORIDA 59-2911475 ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) ---------- 100 SOUTH MISSOURI AVENUE CLEARWATER, FLORIDA 33756 (727) 467-8000 ------------------------------------------------------------------------- (Address of Registrant's Principal Executive Offices, including Zip Code) IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN ---------------------------------- (Full Title of the Plan) Dilip Patel, Esq. Vice President-General Counsel and Secretary IMRglobal Corp. 100 South Missouri Avenue Clearwater, Florida 33756 (727) 467-8000 ------------------------------------------ (Name, address, and Telephone Number, Including Area Code, of Agent for Service) ---------- CALCULATION OF REGISTRATION FEE
Amount to Proposed Maximum Proposed Maximum Amount of be Offering Price Aggregate Registration Title of Securities to be Registered Registered Per Share Offering Price Fee(3) ------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.10 per 1,000,000(2) $ 5.7660 $ 5,766,000 $ 1,441.50 share(1) ------------------------------------------------------------------------------------------------------------------------------
(1) 2,000,000 shares relating to the IMRglobal Corp. 1999 Employee Stock Incentive Plan were registered with the SEC on Form S-8 in September 1999 (Reg. No. 333-86753). (2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover such additional shares of common stock as may become issuable pursuant to the anti-dilution provisions of the IMRglobal Corp. 1999 Employee Stock Incentive Plan. (3) Under Rule 457(h) of the Securities Act of 1933, as amended, the registration fee may be calculated based upon the average of the high and low sales prices of the common stock of IMRglobal Corp. as reported on the NASDAQ National Market on March 21, 2001 (a date within 5 business days prior to filing of this Registration Statement) of $5.7660 per share for a total offering of $5,766,000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 and relating to the IMRglobal Corp. 1999 Employee Stock Incentive Plan, is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the registration statement on Form S-8, filed by IMRglobal Corp. with respect to the IMRglobal Corp. 1999 Employee Stock Incentive Plan (333-86753), (which in turn incorporates other documents by reference) are incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, IMRglobal Corp. certifies that it has reasonable ground 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 of the undersigned, thereunto duly authorized, in the city of Clearwater in the State of Florida, on this 26th day of March, 2001. IMRGLOBAL CORP. By: /s/ SATISH K. SANAN --------------------------------------- Satish K. Sanan Chairman of the Board and Chief Executive officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Satish K. Sanan and Dilip Patel, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may 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 below by the following persons in the capacities and on the date indicated.
By: /s/ SATISH K. SANAN ------------------------------------------ Name: Satish K. Sanan Title: Chairman & Chief Executive Officer (Principal Executive Officer) Dated March 26, 2001 By: /s/ VICENT ADDONISIO By: /s/ MICHAEL J. DEAN ------------------------------------------ ------------------------------- Name: Vincent Addonisio Name: Michael J. Dean Title: Executive Vice President, Title: Chief Financial Officer Chief Administrative Officer, and (Principal Financial & Director Accounting Officer) Dated March 26, 2001 Dated March 26, 2001 By: /s/ PHILIP SHIPPERLEE By: /s/ CHARLES C. LUTHIN ------------------------------------------ ------------------------------- Name: Philip Shipperlee Name: Charles C. Luthin Title: Senior Vice President & Director Title: Director Dated March 26, 2001 Dated March 26, 2001 By: /s/JEFFERY S. SLOWGROVE ------------------------------------------ Name: Jeffery S. Slowgrove Title: Director Dated March 26, 2001
4 INDEX OF EXHIBITS EXHIBIT DOCUMENT ------- -------- 4.1 First Amendment to the 1999 Employee Stock Incentive Plan 5.1 Opinion regarding legality 23.1 Consent of Independent Certified Public Accountants 23.2 Consent of Counsel for opinion regarding legality (included within Exhibit 5.1)