-----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, L6twlCmsAp/I7YSl1vEmy4dl5krChAt2+0IN3wzunrwO/p8JBBmv993S+V1x7tpi XM9s1dTQfamZBHZXLXDQgg== 0000352988-97-000024.txt : 19971217 0000352988-97-000024.hdr.sgml : 19971217 ACCESSION NUMBER: 0000352988-97-000024 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971216 EFFECTIVENESS DATE: 19971216 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMTEX SCIENTIFIC CORP CENTRAL INDEX KEY: 0000352988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 133055012 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42395 FILM NUMBER: 97739345 BUSINESS ADDRESS: STREET 1: 4900 SEMINARY RD STE 800 CITY: ALEXANDRIA STATE: VA ZIP: 22311 BUSINESS PHONE: 7038242000 MAIL ADDRESS: STREET 1: 4900 SEMINARY RD STREET 2: SUITE 800 CITY: ALEXANDRIA STATE: VA ZIP: 22311 S-8 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMTEX SCIENTIFIC CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-3055012 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4900 Seminary Road, Suite 800 Alexandria, Virginia 22311 (703) 820-2000 (Address, including zip code and telephone number, of Principal Executive Offices) COMTEX SCIENTIFIC CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) CHARLES W. TERRY President and Chief Executive Officer Comtex Scientific Corporation 4900 Seminary Road, Suite 800 (703) 820-2000 Alexandria, Virginia 22311 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee ------------ ---------- ------------- --------- ------------ Common Stock 400,000 $0.1875 $75,000 $25.00 $.01 par value Estimated solely for purposes of calculating the registration fee. Based on the closing price on December 10, 1997.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference Comtex Scientific Corporation (the "Company" or the "Registrant") hereby incorporates by reference into this Registration Statement the documents listed below which have been filed with the Securities and Exchange Commission (the "Commission"): (a) the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1997; (b) the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997; and (c) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (b) above. Each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a posteffective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such document with the Commission. Any statement contained in this Registration Statement or in a document incorporated in this Registration Statement by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document incorporated herein by reference which statement is also incorporated herein by reference is inconsistent with such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities The following is an updated description of the Company's securities: Common Stock The authorized capital stock of the Company consists of 18,000,000 shares of common stock, $0.01 par value per share ("Common Stock"). Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative voting rights. Accordingly, holders of a majority of the Common Stock entitled to vote in any election of directors may elect all the directors standing for election. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors at its discretion from funds legally available therefore. Upon the liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets of the Company available after the payment of debts and other liabilities. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. Item 6. Indemnification of Directors and Officers The New York Business Corporation Law allows, in general, for indemnification, in certain circumstances, by a corporation of any person threatened with or made a party to any action or proceeding by reason of the fact that he or she is, or was, a director or officer of such corporation. Indemnification is also authorized with respect to a criminal action or proceeding where the person had no reasonable cause to believe that his conduct was unlawful. The Company's Bylaws provide that the Company shall, subject to conditions imposed by statute and in the discretion of the Company's Board, indemnify its directors and officers against judgments, fines, amounts paid in settlement and reasonable expenses, necessarily incurred as a result of actions or proceedings to which such persons are, or are threatened to be, made a party because they were directors or officers of the Company. Item 8. Exhibits See Index to Exhibits. 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; (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 with 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 arising 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Alexandria, Virginia on December 16, 1997. COMTEX SCIENTIFIC CORPORATION /S/ CHARLIE W. TERRY By: Charlie W. Terry President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on December 16, 1997. /S/ C.W. GILLULY C.W. Gilluly Chairman (Principal Executive Officer)] /S/ DONALD E. ZIEGLER Donald E. Ziegler Chief Financial Officer (Principal Financial and Accounting Officer) /S/ ERIK HENDRICKS Erik Hendricks Director /S/ ROBERT A. NIGRO Robert A. Nigro Director /S/ CHARLES W. TERRY Charles W. Terry Director; President and Chief Executive Officer EXHIBITS TO COMTEX SCIENTIFIC CORPORATION REGISTRATION STATEMENT ON FORM S-8 Exhibit Index The following exhibits are filed herewith as part of this Registration Statement: Exhibit No. 5.1 Opinion and Consent of McGuire, Woods, Battle & Boothe, L.L.P., Counsel to the Company as to the validity of the Common Stock offered hereunder 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ernst & Young LLP 24.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included in Exhibit 5.1) 99 Comtex Scientific Corporation 1997 Employee Stock Purchase Plan (incorporated by reference from the Company's proxy filed on Form 14-A for the fiscal year ending June 30, 1997). EX-5.1 2 LEGAL OPINION AND CONSENT EXHIBIT 5.1 McGUIRE WOODS BATTLE & BOOTHE LLP The Army and Navy Club Building 1627 Eye Street, N.W. Washington, D.C. 20006-4007 Telephone/TTD (202) 857-1700 Fax (202) 857-1737 December 12, 1997 Board of Directors Comtex Scientific Corporation 4900 Seminary Road Alexandria, Virginia 22311 Gentlemen: You propose to file as soon as possible with the Securities and Exchange Commission a registration statement on Form S-8 (the "Registration Statement") relating to the Comtex Scientific Corporation 1997 Employee Stock Purchase Plan (the "Plan"). The Registration Statement covers 400,000 shares of Comtex Scientific Corporation common stock, $.01 par value (the "Common Stock"), which have been, with the approval of the shareholders of Comtex Scientific Corporation, reserved for issuance under the Plan. We are of the opinion that the 400,000 shares of Common Stock which are authorized for issuance under the Plan, when issued and sold in accordance with the terms and provisions of the Plan and as set forth in and contemplated by the Registration Statement, will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ McGuire Woods Battle & Boothe, LLP EX-23.1 3 CONSENT OF AUDITORS EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Directors Comtex Scientific Corporation: We consent to the incorporation by reference in this registration statement on Form S-8 (File No. _______) of Comtex Scientific Corporation of our report dated September 21, 1995, on our audit of the financial statements of operations, stockholder's deficit, and cash flows of Comtex Scientific Corporation for the year ended June 30, 1995, which report appears in the June 30, 1997 annual report on Form 10-K of Comtex Scientific Corporation, incorporated by reference herein. /S/ COOPERS & LYBRAND L.L.P. Coopers & Lybrand L.L.P. Washington, D.C. December 11, 1997 EX-23.2 4 CONSENT OF AUDITORS EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. ________) pertaining to the Comtex Scientific Corporation 1997 Employee Stock Purchase Plan, of our report dated September 10, 1997 with respect to the financial statements of Comtex Scientific Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 1997, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP Ernst & Young LLP Vienna, Virginia December 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----