-----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, B7wWJdvQC/xATFU9GuGOL0Nh0RoyowKVyei/HVlrdgBsdyDUqeW3uLcqGwxlCn1y kgwxbkBzdxYOA5nCdvT0tQ== 0001016843-01-000175.txt : 20010327 0001016843-01-000175.hdr.sgml : 20010327 ACCESSION NUMBER: 0001016843-01-000175 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010326 EFFECTIVENESS DATE: 20010326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMRGLOBAL CORP CENTRAL INDEX KEY: 0001021772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 592911475 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57628 FILM NUMBER: 1579304 BUSINESS ADDRESS: STREET 1: 100 SOUTH MISSOURI AVENUE CITY: CLEARWATER STATE: FL ZIP: 33756 BUSINESS PHONE: 7274678000 MAIL ADDRESS: STREET 1: 100 SOUTH MISSOURI AVENUE CITY: CLEARWATER STATE: FL ZIP: 33756 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION MANAGEMENT RESOURCES INC DATE OF NAME CHANGE: 19960828 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) EX-4.1 2 0002.txt EXHIBIT NUMBER 4.1 FIRST AMENDMENT TO IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN WHEREAS, the IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN (the "1999 Plan") which became effective on August 31, 1999 originally provided pursuant to Section 3, a reserve of Two Million (2,000,000) shares (the "Original Reserve") for issuance under the 1999 Plan; AND WHEREAS, it is desired to increase the Original Reserve by an additional One Million shares; NOW THEREFORE, Section 3 of the IMRglobal Corp. 1999 EMPLOYEE STOCK INCENTIVE PLAN (the "1999 Plan") is amended, effective as of September 29, 2000, such that the total number of shares that may be issued pursuant to Stock Incentives under the 1999 Plan shall not exceed THREE MILLION (3,000,000) shares of the Common Stock of IMRglobal Corp., $0.10 par value per share, as adjusted pursuant to Section 11 of the 1999 Plan. ADOPTED BY THE BOARD OF DIRECTORS OF IMRGLOBAL CORP. ON SEPTEMBER 29, 2000 /s/ DILIP PATEL --------------------------------- DILIP PATEL, CORPORATE SECRETARY EX-5.1 3 0003.txt EXHIBIT 5.1 DILIP PATEL VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY March 26, 2001 IMRglobal Corp. 100 South Missouri Avenue Clearwater, Florida 33756 Re: VALIDITY OF COMMON STOCK Ladies and Gentlemen: I am rendering this opinion in connection with the registration, pursuant to a registration statement of Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), of 1,000,000 shares of common stock, par value $0.10 per share, (the "Common Stock") of IMRglobal Corp., a Florida corporation (the "Company"), pursuant to the Company's 1999 Employee Stock Incentive Plan (the "Plan"). In connection with the preparation of this opinion, I have examined the minute books and stock records as maintained by the Company, the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of the Company, the Registration Statement, copies of the resolutions duly adopted by the Board of Directors of the Company relating to the authorization and proposed issuance of the Common Stock, and certain documents relating to the Plan. In addition, I have reviewed such other documents and have conferred with various officers and directors of the Company and have ascertained or verified to my satisfaction such additional facts with respect to the Company as I have deemed necessary or appropriate for the purposes of this opinion. I have assumed for purposes of this opinion that all applicable laws, rules and regulations in effect at the time of the issuance of the Common Stock under the Plan will be the same as such laws, rules and regulations in effect as of the date hereof. Based on the foregoing, I am of the opinion that, subject to the effectiveness of the Registration Statement and compliance with applicable state securities laws, the Common Stock, when issued and, in the case of options granted pursuant to the Plan, paid for pursuant to the terms of the Plan, will constitute duly authorized, validly issued, fully paid and nonassessable shares of Common Stock of the Company. I hereby consent to all references to me in the Registration Statement and to the filing of this opinion by the Company as an exhibit to the Registration Statement. This consent is not to be construed as an admission that I am a person whose consent is required to be filed with the Registration Statement under the Securities Act. IMRglobal Corp. March 26, 2001 Page 2 of 2 I am licensed to practice law only in the State of Florida and do not hold myself out to be an expert on the laws of any jurisdictions other than the State of Florida, and the Federal Law of the United States of America. Accordingly, the opinions expressed herein are specifically limited to the laws of the State of Florida and the Federal Law of the United States of America. The opinions expressed herein are as of the date hereof, and I assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to my attention or any changes that may hereafter occur. This opinion letter has been issued solely for the benefit of the Company and no other party or entity shall be entitled to rely hereon without my express written consent. Without my prior written consent, the opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity. Very truly yours, IMRglobal Corp. SIGNED BY DILIP PATEL Dilip Patel Vice President, General Counsel and Secretary EX-23.1 4 0004.txt EXHIBIT NUMBER 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the IMRglobal Corp. 1999 Employee Stock Incentive Plan of our report dated February 7, 2000, with respect to the consolidated financial statements of IMRglobal Corp. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Tampa, Florida March 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----