-----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, NE7Nkb9hBpNgiqrF0ESaJFrtTu4lZr1mq8m3S1oUc1Yoc8Aw4wkcgq/INmU/6H1w lXNSwsu/pGcpqOFDQt9Hcw== 0000919607-97-000061.txt : 19970318 0000919607-97-000061.hdr.sgml : 19970318 ACCESSION NUMBER: 0000919607-97-000061 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970317 EFFECTIVENESS DATE: 19970317 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23429 FILM NUMBER: 97557511 BUSINESS ADDRESS: STREET 1: 3986 BLVD CTR DR STE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043983403 MAIL ADDRESS: STREET 1: 3986 BLVD CTR DR STREET 2: SUITE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 S-8 1 As filed with the Securities and Exchange Commission on March 17, 1997 - -------------------------------------------------------------------------------- Registration No. 33-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- KOGER EQUITY, INC. (Exact name of issuer as specified in its charter) FLORIDA 59-2898045 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3986 BOULEVARD CENTER DRIVE, JACKSONVILLE, FLORIDA 32207 (Address of principal executive office) -------------------- KOGER EQUITY, INC. 1996 STOCK OPTION PLAN KOGER EQUITY, INC. STOCK OPTION (Full title of the Plan) -------------------- VICTOR A. HUGHES, JR. W. LAWRENCE JENKINS President and Vice President/Administration Chief Financial Officer and Corporate Secretary KOGER EQUITY, INC. KOGER EQUITY, INC. 3986 Boulevard Center Drive 3986 Boulevard Center Drive Jacksonville, Florida 32207 Jacksonville, Florida 32207 904/398-3403 904/398-3403 (Name, address and telephone number, including area code of agents for service) Copies to: HAROLD F. McCART, Jr., ESQUIRE Boling & McCart (a professional association) Suite 700, 76 South Laura Street Jacksonville, Florida 32202 -------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount Securities Amount Offering Aggregate of to be to be Price Per Offering Registration Registered Registered Share Price Fee Common Stock, Par Value $.01 Per Share 671,447 (1) $15.375 (1) $10,157,283 (1) $ 3,078 (1) (1)Pursuant to Rule 457(h), based on the exercise price of the options granted under the Registrant's Stock Option Plan. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to the employees of Koger Equity, Inc. (the "Company") and its affiliates who are granted options to purchase shares pursuant to the Koger Equity, Inc. 1996 Stock Option Plan and a certain employee who was granted individual stock options as specified by Rule 428I(b)(1) as promulgated under the Securities Act of 1933, as amended. Such documents will include information required by Items 1 and 2 to Form S-8. Pursuant to instructions in Part I of Form S-8, such documents are not filed with the Commission. These documents are the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, which taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") under Commission File No. 1-9997, are incorporated herein by reference as of their respective dates: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed pursuant to Section 13 of the Exchange Act; (2) The Company's definitive proxy statement, dated March 18, 1996, filed pursuant to Section 14 of the Exchange Act relating to its Annual Meeting of Shareholders held on May 7, 1996; (3) The Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996, and September 30, 1996, filed pursuant to Section 13 of the Exchange Act; (4) Current Report on Form 8-K, dated August 16, 1996; (5) Current Report on Form 8-K, dated August 22, 1996, as amended by Current Report on Form 8-K/A, dated August 22, 1996; and (6) Current Report on Form 8-K dated December 16, 1996; and (7) Description of the shares of Common Stock contained in the Company's registration statement filed pursuant to Section 12(b) of the Exchange Act and any amendment thereto or reports filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating 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 of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement as 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. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Company's Articles of Incorporation provide that the Company shall indemnify its officers and directors to the fullest extent permitted by the General Corporation Law of the State of Florida as now or hereafter in force, including the advance of expenses and reasonable counsel fees. Section 93 of the Florida Business Corporation Act (Florida Statutes Section 607.0850) provides that a director, officer, agent and employee of a corporation or its subsidiaries or other affiliates may be indemnified under certain conditions by the corporation against expenses, including attorney's fees, actually and reasonably incurred in connection with the defense or settlement of an action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he becomes a party because he was such director, officer, agent or employee, including expenses reasonably incurred in settlement of any of the aforesaid matters, if the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding determine that the person seeking indemnification acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Section 607.0850 also provides that the indemnification provided pursuant to above provisions are not exclusive, and a corporation may make any other further indemnification of any of its directors, officers, employees, or agents, under any by-laws, agreements, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, indemnification shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) A violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) A transaction from which the director, officer, employee or agent derived an improper personal benefit; (c) In the case of a dcertain liability provisionsr which relating to the payment of dividends an asset distributions are applicable; or (d) Willful misconductbest interests of thegard for the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. The Company has also entered into an Indemnification Agreement with each of its directors and executive officers whereby the Company has the affirmative obligation to indemnify such directors and officers to the fullest extent permitted by law including the cost of enforcing the Indemnity Agreement. In addition, the Company carries directors and officers liability insurance. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits Exhibit Number Description 4(a) Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3 of a report on Form 8-K, dated May 10, 1994, filed by the Registrant on June 17, 1994 (File No. 1-9997). 4(b) Koger Equity, Inc. By Laws, as Amended and Restated on August 21, 1996. Incorporated by reference to Exhibit 3(ii) of a report on Form 8-K/A, dated August 22, 1996 filed by the Registrant on August 22, 1996 (File No. 1-9997). 4(c) Common Stock Certificate of Koger Equity, Inc. Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-11 (Registration No. 33-22890). 4(d)(1)(A) Koger Equity, Inc. Rights Agreement (the "Rights Agreement") dated as of September 30, 1990 between the Company and Wachovia Bank and Trust Company, N.A. as Rights Agent ("Wachovia"). Incorporated by reference to Exhibit 1 to a Registration Statement on Form 8-A, dated October 3, 1990, (File No. 1-9997). 4(d)(1)(B) First Amendment to the Rights Agreement, dated as of March 22, 1993, between the Company and First Union National Bank of North Carolina, as Rights Agent ("First Union"), entered into for purpose of replacing Wachovia. Incorporated by reference to Exhibit 4(b)(4) of the Form 10-Q filed by the Registrant for the quarter ended March 31, 1993 (File No. 1-9997). 4(d)(1)(C) Second Amendment to the Rights Agreement, dated as of December 21, 1993, between the Company and First Union. Incorporated by reference to Exhibit 5 to an Amendment on Form 8-A/A, dated December 21, 1993, to a Registration Statement of the Registrant on Form 8-A, dated October 3, 1990 (File No. 1-9997). 4(d)(1)(D) Third Amendment to Rights Agreement, dated as of October 10, 1996, between the Company and First Union. Incorporated by reference to Exhibit 6 to Amendment to Form 8-A/A, dated November 7, 1996 to a Registration Statement of the Registrant on Form 8-A, dated October 3, 1990 (File No. 1-9997). 4 (d)(1)(E) Fourth Amendment to the Rights Agreement dated February 27, 1997, between the Company and First Union. Incorporated by reference to Exhibit 8 to amendment to Registration Statement on Form 8-A/A dated March 17, 1997 on Form 8-A dated October 3, 1996 (File No. 1-9997). 4(d)(2) Form of Common Stock Purchase Rights Certificate (attached as Exhibit A to the Rights Agreement). Pursuant to the Rights Agreement, printed Common Stock Purchase Rights Certificates will not be mailed until the Distribution Date (as defined in the Rights Agreement). 4(d)(3) Summary of Common Stock Purchase Rights (attached as Exhibit B to the Rights Agreement). 5 Opinion of Boling & McCart.* 15 Letter Re: Unaudited Interim Financial Information.* 23(a) The consent of Deloitte & Touche, LLP, independent public accountant to the Registratrant (See page 10).* 23(b) The Consent of Boling & McCart (See Exhibit 5 hereof).* 25 Powers of Attorney (See signature page hereof).* *Filed with this report. Item 9. Undertakings. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers and controlling persons of the Company pursuant to the provisions referred to in Item 6 of this Registration Statement or otherwise, the Company 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 against the Company for indemnification against such liability (other than the payment by the Company of expenses incurred or paid by a director or officer of the Company in the successful defense of any action, suit or proceeding) is asserted by a director or officer or controlling person in connection with the securities being registered, the Company 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 of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The 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 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 the registrant need not file a post-effective amendment to include the information required to be included by subsection (i) or (ii) if the information is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 which 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. (4) That, for the purpose 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. (5) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given a copy of the registrant's annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registrant shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the annual report of the registrant for the preceding fiscal year may be so delivered, but within such 120 day period the annual report for the last fiscal year will be furnished to each such employee. (6) The undersigned registrant hereby undertakes to transmit or cause to be transmitted to all employees participating in the plan who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. SIGNATURES The Registrant. 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 Jacksonville, State of Florida, the 17th day of March, 1997. KOGER EQUITY, INC. By: /s/ Victor A. Hughes, Jr. Victor A. Hughes, Jr. Chairman of the Board of Directors and Director 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 dates indicated. Each person whose signature appears below hereby authorized Victor A. Hughes, Jr., James C. Teagle, W. Lawrence Jenkins and James L. Stephens, and each of them, as Attorneys-in-Fact, to sign on his behalf individually and to file any amendments, including Post Effective Amendments, to this Registration Statement. Signature Title Date /s/ Victor A. Hughes, Jr. Chairman of the Board of (Victor A. Hughes, Jr.) Directors, President and Director (Chief Executive and Financial Officer) /s/ Irvin H. Davis Vice Chairman of the Board (Irvin H. Davis) of Directors and Director /s/ James C. Teagle Executive Vice President (James C. Teagle) (Chief Operating Officer) /s/ James L. Stephens Vice President (Chief (James L. Stephens) Accounting Officer) March 17, 1997 /s/ D. Pike Aloian Director (D. Pike Aloian) /s/ Benjamin C. Bishop, Jr. Director (Benjamin C. Bishop, Jr.) /s/ David B. Hiley Director (David B. Hiley) Director (G. Christian Lantzsch) /s/ William L. Mack Director (William L. Mack) /s/ Lee S. Neibart Director (Lee S. Neibart) /s/ W. Edward Scheetz Director (W. Edward Scheetz) /s/ George F. Staudter Director (George F. Staudter) /s/ S. D. Stoneburner Director (S. D. Stoneburner) EX-23 2 EXHIBIT 23(A) Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in this Registration Statement of Koger Equity, Inc. on Form S-8 of our report dated March 4, 1996, Inc., appearing in the Annual Report on Form 10-K of Koger Equity, Inc. for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Jacksonville, Florida March 17, 1997 EX-15 3 EXHIBIT 15 Exhibit 15 March 17, 1997 Koger Equity, Inc. 3986 Boulevard Center Drive, Suite 101 Jacksonville, Florida We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Koger Equity, Inc. and subsidiaries for the periods ended March 31, 1996 and 1995, June 30, 1996 and 1995 and September 30, 1996, and 1995, as indicated in our reports dated May 2, 1996, August 2, 1996 and November 4, 1996, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, are being used in this Registration Statement. We are also aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1993, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. Deloitte & Touche LLP EX-5 4 EXHIBIT 5 EXHIBIT 5 BOLING & McCART A Professional Association ATTORNEYS AT LAW Suite Seven Hundred Seventy-six South Laura Street Jacksonville, Florida 32202 March 17, 1997 Board of Directors Koger Equity, Inc. 3986 Boulevard Center Drive Jacksonville, FL 32207 Re: Koger Equity, Inc. Stock Option Registration Statement on Form S-8 Dear Sirs: We have acted as counsel for Koger Equity, Inc., a Florida corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the above-captioned Registration Statement (the "Registration Statement") for the purpose of registering 671,447 shares of the Company's common stock, par value $.01 per share (the "Shares"), issuable upon the exercise of stock options by employees of the Company pursuant to its 1996 Stock Option Plan (the "Plan") and by an employee of the Company pursuant to a Stock Option Agreement (the "Option"). In so acting as such counsel, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such Company records, documents, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based upon the foregoing, and such examination of law as we have deemed necessary, we are of the opinion that: 1. The Company has been incorporated and is existing as a corporation and its status is active under the laws of the State of Florida. 2. The Shares have been authorized and, when issued and sold as contemplated in the Registration Statement and in accordance with the terms of the Plan and the Option, will be validly issued, fully paid and non-assessable. We consent to the use of this letter as an Exhibit to the Registration Statement. Very truly yours, HFM:pss -----END PRIVACY-ENHANCED MESSAGE-----