-----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, RNUppkOGt/aO/j4L90SkjtsYDu1wSRsGnhkrABphwjjazDiJwItYMuoXPltml9SL V+MrQBtGsLPO3ZVwPmvKvw== 0001016843-99-000890.txt : 19990823 0001016843-99-000890.hdr.sgml : 19990823 ACCESSION NUMBER: 0001016843-99-000890 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL REGISTRY INC CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-75789 FILM NUMBER: 99696894 BUSINESS ADDRESS: STREET 1: 2502 ROCKY POINT DR STREET 2: SUITE 100 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8136360099 MAIL ADDRESS: STREET 1: 11831 30TH CT N CITY: ST. PETERSBURG STATE: FL ZIP: 33716 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 S-3/A 1 As filed with the Securities and Exchange Commission on August 20, 1999 Registration No. 333-75789 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 Registration Statement Under the Securities Act of 1933 The National Registry Inc. (Exact name of registrant as specified in its charter) Delaware 95-4346070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2502 Rocky Point Drive, Suite 100 Tampa, Florida 33607 (813) 636-0099 (Address, including zip code and telephone number, including area code of Registrant's principal executive offices) Jeffrey P. Anthony The National Registry Inc. 2502 Rocky Point Drive, Suite 100 Tampa, Florida 33607 (813) 636-0099 (Name, address, including zip code and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF AGGREGATE AGGREGATE AMOUNT OF SHARES TO BE AMOUNT TO BE PRICE PER OFFERING PRICE REGISTRATION REGISTERED REGISTERED SHARE (1) (1) FEE (1) Common stock, 12,855,519 shares(2) $.9375 $12,052,049 $3,555(3) $.01 par value per share
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. (1) Estimated solely for purposes of calculating the registration fee based upon the average of the bid and asked prices on the NASDAQ SmallCap Market on August 13, 1999 and calculated in accordance with Rule 457(c) promulgated under the Securities Act of 1933, as amended. (2) A presently indeterminable number of shares of common stock are registered hereunder which may be issued upon the exercise of warrants held by certain selling stockholders, in the event certain anti-dilution provisions thereof become operative. No additional registration fee is included for these shares. (3) The registrant previously filed its registration statement for an aggregate of 10,316,381 shares of common stock, for which an aggregate registration fee of $7,081 was previously paid. Accordingly, no additional registration fee has been paid with this amendment to the registration statement. The information in this prospectus is not complete and may be changed. These securities may not be sold nor may offers to buy be accepted prior to the time the registration filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion, dated August 20, 1999 Prospectus 12,855,519 shares The National Registry Inc. Common Stock, $.01 par value per share The stockholders of The National Registry Inc. listed on page 10 may offer and sell the number of shares of our common stock referenced above under this prospectus. Of these shares, 940,835 shares of common stock are issuable upon the exercise of warrants to purchase common stock and 510,499 shares are issuable upon the exercise of certain options to purchase common stock. The selling stockholders may offer and sell the common stock in the over-the-counter market, in block trades or other types of transactions, at prevailing market prices, or at privately negotiated prices. We will not receive any proceeds from the sale of the common stock. We will receive $903,335 if the warrants are fully exercised and $1,209,635 if the options are fully exercised. Our common stock is quoted on the NASDAQ SmallCap Market under the symbol "NRID." THE SHARES OF COMMON STOCK BEING OFFERED BY THIS PROSPECTUS ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. WE URGE YOU TO READ THE "RISK FACTORS" SECTION OF THIS PROSPECTUS BEGINNING ON PAGE 3 WHICH DESCRIBES THE SPECIFIC RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMPANY AS WELL AS WITH THESE PARTICULAR SECURITIES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is August __, 1999. PROSPECTUS SUMMARY THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3. We and our wholly-owned subsidiary SAFLINK Corporation, design, develop and market a suite of data and network security software products. These products use biometric technologies to more securely and conveniently identify and authenticate users on personal computers, workstations, the Internet and servers in networked computer systems. Biometric technologies identify computer users by electronically capturing a specific biological characteristic of an individual, such as a fingerprint, voice or facial shape, creating a unique digital identifier from that characteristic. That identifier is then matched against users seeking access to valuable information and transactions. Our products also include software developer kits that allow users to build applications that use biometric technologies. We were organized on October 23, 1991 and were the surviving corporation following the completion of a merger on February 20, 1992 with Topsearch, Inc., a publicly traded company. Our principal executive office is located at 2502 Rocky Point Drive, Suite 100, Tampa, Florida 33607, and our telephone number is (813) 636-0099. 2 RISK FACTORS The shares of common stock being offered by this prospectus are highly speculative and involve a high degree of risk. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN THESE SECURITIES. WE HAVE A LIMITED OPERATING HISTORY DURING WHICH WE HAVE ACCUMULATED SUBSTANTIAL NET LOSSES AND WE MAY SUSTAIN SUBSTANTIAL LOSSES IN THE FUTURE From our commencement of business in October 1991 through the end of 1997, we were principally engaged in organizational, development and marketing activities. We have an accumulated net loss of approximately $47.3 million from our inception through June 30, 1999 and have had revenues of only $9.9 million during this period. In addition, we continued to accumulate net losses after that date and we may be unable to generate significant revenues or any net income in the future. WE WILL NEED ADDITIONAL FUNDS TO MAINTAIN OUR OPERATIONS AND THE TERMS OF THE ADDITIONAL FINANCING MAY RESTRICT OUR OPERATIONS We believe that our existing working capital plus anticipated cash flows from sales under current contracts may be insufficient to meet our expected working capital needs after December 31, 1999. We also expect to make continued investments in researching, developing and engineering our systems, software and products to remain competitive. If we need additional working capital and are not generating sufficient additional profitable sales of our products or services, we may need to issue additional shares of common stock or securities that are convertible into common stock. Our issuances of these securities would dilute the interests of our stockholders. Additional financing may be unavailable to us or only available on terms unacceptable to us. The terms of available financing may restrict our operations. ONE STOCKHOLDER HAS THE ABILITY TO CONTROL THE VOTE OF OUR STOCKHOLDERS RMS Limited Partnership (a Nevada limited partnership indirectly controlled by Roy M. Speer), Francis R. Santangelo and J. Anthony Forstmann are parties to a voting agreement dated March 1995 and amended in June of this year. This voting agreement provides for Mr. Santangelo and Mr. Forstmann to vote their common stock with, and as directed by, RMS. As of August 19, 1999, RMS beneficially owned 8,021,305 shares of common stock or approximately 43.4% of our common stock, Mr. Santangelo beneficially owned 1,391,710 shares of common stock or approximately 7.1% of our common stock, and Mr. Forstmann beneficially owned 776,250 shares of common stock or approximately 3.7% of our common stock. Accordingly, RMS has the ability to decide the vote of our stockholders. The agreement also provides that RMS will vote for a candidate to the Board of Directors nominated by Mr. Forstmann (provided such candidate is reasonably acceptable to RMS) and that RMS support a decision by Mr. Forstmann that the director he nominated be removed from 3 office. As of August 19, 1999, RMS controls approximately 54.2% of the voting shares issued and outstanding and is in a position to control our general affairs and control the vote on most matters to be determined by our stockholders, such as electing our directors and directing our business and policies. If RMS sells the shares of common stock pursuant to this registration statement, RMS may no longer control the vote of the stockholders. OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ SMALLCAP MARKET IF WE FAIL TO COMPLY WITH THE ELIGIBILITY AND MAINTENANCE REQUIREMENTS On April 20, 1999, we received a letter from the Nasdaq Stock Market, Inc. notifying us that our common stock was not in compliance with the requirements set forth in Nasdaq Marketplace Rule 4310 (c) (2), which requires us to: o maintain net tangible assets of $2 million; or o maintain a market capitalization of $35 million; or o have recorded net income of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. We submitted to Nasdaq on May 4, 1999 our proposal for achieving compliance with the maintenance requirements. We believe that the completion of our private placement on July 23, 1999 brought us into compliance. We may in the future be out of compliance with the maintenance requirements. Failure to comply with the Nasdaq listing requirements would result in the delisting of our common stock from the SmallCap Market. If our common stock was delisted and excluded from trading on the SmallCap Market, it could adversely affect the market price of our common stock, the ability of holders to sell their stock and the ability of potential holders to acquire common stock. TECHNOLOGICAL AND MARKET UNCERTAINTY MAY LIMIT OUR ABILITY TO PRODUCE AND SELL OUR PRODUCTS AND SERVICES Various problems may impede the development, production, distribution and marketing of our products and services. We may be limited by our financial and technical abilities in trying to solve these problems. More advanced or alternate technology employed by competitors that is unavailable to us could give those competitors a significant advantage over us. It is possible that products and services developed by our competitors will significantly limit the potential market for our products and services or render our products and services obsolete. In addition, laws, rules, regulations or industry standards may be adopted which would require us to modify our products or services or which may otherwise materially adversely affect us. 4 RAPID CHANGES IN TECHNOLOGY MAY REQUIRE US TO MODIFY OUR PRODUCTS AND SERVICES Technology employed in our industry is subject to rapid change. Our future success will depend upon our ability to keep pace with a changing marketplace. We will have to integrate new technology into our software and introduce a variety of new products and product enhancements to address the changing needs of the marketplace. WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE MARKET FOR NETWORK AND INTERNET SECURITY SOFTWARE We compete in the highly competitive market for network and internet security software and we expect this competition to intensify as the biometric industry continues to develop. This security market is dominated by more traditional non-biometric identification and authorization techniques, such as cards, keys, passwords and personal information. A number of other companies currently offer systems in the United States incorporating biometric identification and authorization technology. In addition, several other companies produce or are developing other biometric technologies which may compete with us and our technology and may be integrated into identification and authorization products and services that are competitive with those we offer. Some examples of these technologies are: identification by eye retina blood vessel patterns, hand geometry and signature analysis. We compete with companies that have substantially greater resources than us and are better equipped than us. We may be unable to compete successfully against these companies or their products and services. Announcements and advances by our competitors concerning new products or features, governmental or other contracts and developments or disputes relative to patents or proprietary rights may also have an adverse material impact on our business, results of operations and prospects. WE ARE DEPENDENT ON LICENSES OF CERTAIN SOFTWARE FROM THIRD PARTIES We have acquired certain rights to biometric identification and authorization software under agreements with software algorithm suppliers including Cogent Systems, Inc., ITT Industries, Inc., Learnout & Hauspie Speech Products N.V., Veridicom, Inc. and Visionics Corporation. These rights may be terminated in the event we fail to pay required license fees or commit any other material breach of these agreements. While we believe we are not in default of these agreements as of the date of this registration statement, there is no assurance that defaults will not occur in the future or that we will make the minimum royalty payments required under these agreements. Our products can be sold without the biometric identification and authorization technology we have licensed. However, any loss of the licensed technologies could substantially impair or entirely preclude our ability to compete with products including this technology. 5 THE INABILITY OF COMPUTER SYSTEMS TO RECOGNIZE REFERENCES TO THE YEAR 2000 COULD DAMAGE OUR BUSINESS AND RESULTS OF OPERATIONS We have not fully completed our efforts to ensure that the year 2000 issue will not have a material adverse impact on our business, financial condition or results of operations. The year 2000 problem is the result of computer programs being written using two digits rather than four to define the applicable year. Computer programs that have time-sensitive software or firmware may recognize a date using 00 as the year 1900 rather than 2000, which could result in miscalculations or system failures. We believe that all of the software we have developed for sale to others is year 2000 compliant. All of the developers of other software that we have acquired for use in our business have publicly stated that their products are year 2000 compliant. Our business or results of operations could be materially adversely affected if our software or software of others used in our business is not year 2000 compliant. We have not yet determined the impact that a year 2000 failure suffered by vendors, customers, suppliers or other third party service providers would have on us. We believe such a failure could have a material adverse impact on our business, financial condition and results of operations. We have not developed a contingency plan for dealing with any of these failures. Based on the information we have developed to date, we estimate that the costs of addressing potential problems will not have a material adverse impact on our financial condition or results of operations. Actual results may differ materially from those anticipated. SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY AFFECT OUR ABILITY TO RAISE CAPITAL AND THE MARKET PRICE FOR OUR STOCK After this offering, we will have outstanding 18,486,154 shares of common stock, of which 17,065,034 may be resold in the public market immediately. In addition, 1,421,120 shares of common stock are available for resale in the public market pursuant to Rule 144. Sales of shares of common stock in the public market or the perception that sales would occur could adversely affect the market price of our common stock. These sales or perceptions of possible sales could also impair our future ability to raise capital. In part as a result of sales or the perception of the possibility of sales of common stock under this prospectus and the registration statement of which this prospectus is a part, the market price for our common stock is likely to be volatile. It is possible that this volatility will have an adverse effect on the market price of the common stock. 6 THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK AND WE CANNOT ASSURE YOU THAT THERE WILL BE ACTIVE PUBLIC TRADING FOR OUR COMMON STOCK IN THE FUTURE There is a limited public market for our common stock. The average daily trading volume of our common stock on the NASDAQ SmallCap Market over the past five years has been approximately 42,868 shares. The public trading market for our common stock has been limited, and the market price for our common stock may not necessarily reflect our value. There may not be any active public trading market for the common stock in the future. THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE The market price of our common stock has been volatile and may be volatile in the future. The market price of our common stock may be impacted by events related to technology companies generally. Factors and events, including the following, may contribute to volatility and may have a significant impact on the market price of our common stock: o our announcements or announcements by our competitors concerning - new product developments; - governmental contracts; or - other contracts; o developments or disputes relating to patents or proprietary rights; and o potential governmental regulation. WE ARE EXPLORING IMPLEMENTING AN ACQUISITION STRATEGY WITH WHICH WE HAVE NO EXPERIENCE We are exploring a growth strategy that could include acquisitions of companies involved in related businesses including e-commerce and the Internet. We may not identify appropriate targets and we may not consummate any transactions. Any growth may result in significant dilution to our existing stockholders by the issuance of equity based securities. Any acquisitions would place substantial demands on our management, working capital and financial and management control systems. Success of any future expansion plans will depend in part upon our ability to integrate the new business segments and to continue to improve and expand management and financial control systems and to attract, retain and motivate personnel equipped to manage such corporate changes. We cannot be sure that we will be successful in these regards. If we fail to adequately manage the growth of the business, it could have a severe negative impact on our financial results and stock price. 7 OUR SUCCESS WILL BE DEPENDENT ON SIGNIFICANT GROWTH IN THE BIOMETRICS MARKET AND BROAD ACCEPTANCE OF PRODUCTS IN THESE MARKETS All of our revenues are derived from the sale of software products that utilize biometric technologies. These products represent a new approach to identity verification, which has only been used in limited applications to date. Biometric security products have not gained widespread commercial acceptance. Our success depends on the development and expansion of markets for biometric products both domestically and internationally. Further, our products may not achieve sufficient market acceptance to ensure our viability. In addition, we cannot accurately predict the future growth rate of this industry or the ultimate size of the biometric technology market. The expansion of the market for our products depends on a number of factors including: o the cost, performance and reliability of our products and the products of our competitors; o customers' perception of the benefits of these products; o public perceptions of the intrusiveness of these products and the manner in which firms are using the biometric information collected; o public perceptions regarding the confidentiality of private information; and o marketing efforts and publicity regarding these products. Certain groups have publicly objected to the use of biometric products for some applications on civil liberties grounds and legislation has been proposed to regulate the use of biometric security products. IF OUR MARKETING PARTNERS FAIL TO PROMOTE OUR PRODUCTS, WE MAY NOT BE ABLE TO GENERATE SUFFICIENT REVENUE A significant portion of our revenues come from sales to marketing partners such as original equipment manufacturers, distributors, value-added distributors and resellers. Some of these relationships are formalized in agreements; however, such agreements are often terminable with little or no notice or penalty and may be subject to periodic amendment. The failure of our marketing partners to promote our products would severely limit our ability to generate revenue. We cannot control the amount and timing of resources that such marketing partners devote to their activities on our behalf and there is a risk that these parties may not actively promote our products. 8 We intend to continue to seek strategic relationships to distribute and sell certain of our products. However, we may be unable to negotiate acceptable distribution relationships in the future and cannot predict whether current or future distribution relationships will be successful. WE HAVE NEVER PAID AND DO NOT EXPECT TO PAY DIVIDENDS We have not previously paid any dividends on our common stock and intend to follow a policy of retaining all of our cash flow from operations, if any, to finance the development and expansion of our business. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained or incorporated by reference in this prospectus constitute forward-looking statements within the meaning of the Securities Act or the Securities Exchange Act. These forward-looking statements involve risks and uncertainties. Words such as "believe," "expect," "intend," "plan," "anticipate," "likely," "will," and similar expressions are intended to identify these forward-looking statements. Our actual results may differ significantly from the results discussed in these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by the statements. See "Risk Factors" above and our periodic reports and other documents filed with the Securities and Exchange Commission for further discussions of some of the risks, uncertainties and other factors applicable to us, our business and the shares proposed to be sold by this prospectus. USE OF PROCEEDS We will not receive any proceeds from any sales by the selling stockholders of common stock under this prospectus. If all the warrants to purchase the common stock covered by this prospectus are exercised in full, we would receive gross proceeds of approximately $903,335. If the options to purchase the common stock covered by this prospectus are exercised in full, we would receive gross proceeds of approximately $1,209,635. These amounts would be added to and used by us for working capital purposes, including for developing, testing, marketing and selling our products and services. SELLING STOCKHOLDERS A total of 12,855,519 shares of common stock are being registered in this offering for the account of the selling stockholders. Up to 9,722,515 shares of common stock being registered in this offering were originally issued upon conversion of shares of our Series C preferred stock. The shares issuable upon conversion of the Series C preferred stock are being registered pursuant to registration rights granted as part of the original issuance of these securities. Up to 510,499 shares of common 9 stock may be offered after the exercise of options granted to some of our employees, directors and consultants. Up to 100,000 shares of common stock may be offered by Clearwater Fund III, L.P. after its exercise of a warrant to purchase common stock at an exercise price of $0.625 per share. These warrants are exercisable at any time and from time to time through February 4, 2002. These shares are being registered pursuant to registration rights granted as part of the original issuance of these securities. The warrant was issued as part of the sale by Clearwater of its shares of our Series C preferred stock to RMS Limited Partnership and Francis R. Santangelo (see "Risk Factors - One Stockholder Has the Ability to Control the Vote of Our Stockholders" above). An outstanding warrant to purchase up to 47,619 shares of common stock at an exercise price of $15.675 previously held by Clearwater was cancelled as part of the transaction. We issued 1,681,670 shares of common stock and warrants to purchase up to 840,835 shares of common stock in our recent private offering. These warrants are exercisable at a price of $1.00 per share at any time and from time to time through July 23, 2001. These shares are being registered pursuant to registration rights granted as part of the original issuance of these securities. The table below presents information with respect to persons for whom we are registering the shares for resale to the public. The shares being registered under the registration statement of which this prospectus is a part will be sold, if at all, by the selling stockholders listed below: NUMBER OF NUMBER OF SHARES SHARES NUMBER OF BENEFICIALLY BENEFICIALLY SHARES THAT OWNED AFTER NAME OWNED MAY BE SOLD OFFERING - ---- ----------- ------------ ------------ RMS Limited Partnership 8,021,305 7,414,138 607,167(1) Francis R. Santangelo 1,391,710(2) 1,358,377(3) 33,333(2) Clearwater Fund III, L.P. 1,100,000(4) 1,100,000(4) 0 J. Anthony Forstmann 776,250 92,917(5) 683,333 Frank M. Devine 331,666 283,333(5) 48,333 Hector J. Alcalde 110,000 50,000(5) 60,000 Jeffrey P. Anthony 366,667 4,167(5) 362,500 Karen M. Blonder 19,863 1,667(5) 18,196 Timothy J. Brown 73,916 833(5) 73,083 Gregory D. Cahue 8,584 417(5) 8,113 Mary L. Collins 18,250 833(5) 17,417 Cherylann M. George 27,832 1,333(5) 26,499 Walter G. Hamilton 61,333 11,666(5) 49,667 Gregory C. Jensen 104,333 1,667(5) 102,666 Colleen M. Madigan 61,333 8,333(5) 53,000 Harvey Mandel 3,500 1,250(5) 1,250 William A. Rogers 833 833(5) 0 10 Maril Zbik 7,917 1,250(5) 6,667 Abington Capital 150,000 150,000(6) 0 Jim Agate 75,000 75,000(6) 0 Andy Batkin 150,000 150,000(6) 0 Robert Cleary 75,000 75,000(6) 0 Nicholas Colabella 25,002 25,002(6) 0 Richard P. Crane, Jr 150,000 150,000(6) 0 Davos Partners 300,000 300,000(6) 0 David H. Furukawa 75,000 75,000(6) 0 James T. Gallagher 25,002 25,002(6) 0 O. G. Greene 75,000 75,000(6) 0 Michael Hilbert 75,000 75,000(6) 0 Lynn Hinkle 37,500 37,500(6) 0 Caeser Kimmel 75,000 75,000(6) 0 Candice Kimmel 37,500 37,500(6) 0 Karen Kimmel 37,500 37,500(6) 0 Don Klosterman 225,000 225,000(6) 0 Anthony J. Knapp, Jr 50,001 50,001(6) 0 Deadbug Partnership 75,000 75,000(6) 0 Nob Hill Capital Associates 30,000 30,000(6) 0 Nob Hill Capital Partners 120,000 120,000(6) 0 Ralph Olson 37,500 37,500(6) 0 Otato Limited Partnership 225,000 225,000(6) 0 Donald P. Scanlon 60,000 60,000(6) 0 James W. Shepperd 37,500 37,500(6) 0 Martin Sumichrast 150,000 150,000(6) 0 Willow Creek Capital Partners 150,000 150,000(6) 0 (1) This amount would represent approximately 3.29% of the outstanding shares of common stock after completion of the offering covered by this prospectus. (2) Includes 33,333 shares of common stock issuable upon exercise of outstanding options. (3) Includes 50,000 shares of common stock issuable upon exercise of outstanding options granted outside of the 1992 Stock Incentive Plan. (4) Includes 100,000 shares of common stock issuable upon exercise of a warrant. (5) Represents shares of common stock issuable upon exercise of outstanding options granted outside of the 1992 Stock Incentive Plan. (6) Represents common stock purchased and common stock issuable upon exercise of warrants purchased pursuant to our private placement completed on July 23, 1999. J. Anthony Forstmann, Hector J. Alcalde, Frank M. Devine, Francis R. Santangelo, Jeffery P. Anthony, O. J. Greene and Don Klosterman are members of our board of directors. Since 1991, Mr. Forstmann has also served in various capacities including chairman of the board, president and chief executive officer of our company. Mr. Anthony has been our chairman of the board since March 1998 and president and chief executive officer since May 1998. James W. Shepperd is an executive officer. Karen Blonder, Timothy J. Brown, Gregory Cahue, Mary L. Collins, Cherylann George, Walter Hamilton, Gregory Jensen, Colleen Madigan, Harvey Mandel, William Rogers and Maril Zbik are present or former consultants or employees of ours. 11 DESCRIPTION OF CAPITAL STOCK The description of our capital stock is subject to Delaware law and to provisions contained in our amended certificate of incorporation and amended bylaws. Copies of our certificate of incorporation and bylaws have been filed as exhibits to the documents incorporated by reference into this prospectus. You should refer to those documents for a more detailed description of the provisions summarized below. As of August 19, 1999, our authorized capital stock consisted of: (i) 1,000,000 shares of preferred stock (100,000 shares of the preferred stock are designated as Series A preferred stock and are issued and outstanding), and (ii) 50,000,000 shares of common stock, (18,486,154 shares are issued and outstanding). Holders of our capital stock have no preemptive or other subscription rights. Of the authorized but unissued shares of common stock as of August 19, 1999: o an aggregate of 2,155,030 shares of common stock are reserved for issuance upon the exercise of options granted or which may be granted under the 1992 Stock Incentive Plan; o 510,499 shares of common stock are reserved for issuance upon the exercise of options granted to certain directors, officers, consultants and employees outside of the 1992 Stock Incentive Plan; o 2,379,055 shares of common stock are reserved for issuance upon conversion of the Series A preferred stock into common stock; and o 1,152,522 shares of common stock are reserved for issuance upon the exercise of outstanding warrants. COMMON STOCK Each holder of issued and outstanding shares of common stock will be entitled to one vote per share on all matters submitted to a vote of our stockholders. Holders of shares of common stock do not have cumulative voting rights. Therefore, the holders of more than 50% of the shares of common stock will have the ability to elect all of our directors. Subject to prior rights of any preferred stock then outstanding, holders of common stock are entitled to share ratably in dividends payable in cash, property or shares of our capital stock, when, as and if declared by our board of directors. The common stock will rank, with respect to payment of dividends behind any accrued dividends on any outstanding preferred stock. We do not expect to pay any cash dividends on our common stock in the near future. Upon our voluntary or involuntary liquidation, dissolution or winding up, any assets remaining after prior payment in full of all of our debts and liabilities and after prior payment in 12 full of the liquidation preference of the preferred stock would be paid ratably to holders of common stock. All outstanding shares of common stock are, and any shares of common stock to be issued upon conversion of the shares of Series A preferred stock and exercise of options and warrants will be, fully paid and non-assessable. PREFERRED STOCK We are authorized to issue up to 1,000,000 shares of preferred stock, 100,000 shares of which have been designated as Series A preferred stock. Our board of directors is authorized to fix the voting rights, liquidation preferences, dividend rights, conversion rights, rights and terms of redemption and certain other rights and preferences of the preferred stock without stockholder approval. Our board of directors may issue shares of preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of common stock and may have the effect of delaying, deferring or preventing a change in control of NRI. SERIES A PREFERRED STOCK We have issued and there was outstanding as of August 19,1999, 100,000 shares of the Series A preferred stock. Each share of the Series A preferred stock may be converted upon the election of its holder into 23.79 shares of common stock, for a total of 2,379,055 shares subject to customary anti-dilution provisions. The shares of Series A preferred stock will automatically be converted into common stock upon the date on which our cumulative gross revenues since April 28, 1992 exceeds $15 million. Cumulative revenues through June 30, 1999 are approximately $9.9 million. The holders of Series A preferred stock will not be entitled to vote on any matters submitted to our stockholders unless provided by law or our certificate of incorporation. The holders of Series A preferred stock will not at any time be entitled to any dividends. The shares of Series A preferred stock are not redeemable at any time. Upon our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of the shares of Series A preferred stock would be entitled, before any distribution or payment is made upon any other series of preferred stock or common stock, to be paid an amount equal to $100 per share. After the payment, the holders of Series A preferred stock will not be entitled to any further payment. If upon liquidation, dissolution or winding up, the assets to be distributed to the holders of Series A preferred stock are insufficient to permit payment to the holders of the preferential amount they are entitled to, then all of our assets to be distributed at that time will be distributed to the holders of Series A preferred stock. Upon any liquidation, dissolution or winding up, after the holders of Series A preferred stock are paid in full the amounts to which they are entitled to, our remaining net assets may be distributed to the holders of other series of preferred stock and to the holders of common stock. 13 WARRANTS We recently sold warrants which entitle their holders to purchase up to an aggregate of 840,835 shares of common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time and from time to time for a period of two (2) years from July 23, 1999, the date of the consummation of the offering pursuant to which they were sold. There is no separate market for these warrants. The warrants may be exercised, either in whole or in part, from time to time, so long as at least 10,000 shares of common stock are purchased by a holder in any one exercise. The number of shares of common stock issuable upon exercise of the warrants (and the exercise price) are subject to adjustment in certain circumstances including: o the payment by us of dividends on shares of our junior securities payable in shares of common stock; o subdivisions, combinations and certain reclassifications of common stock; o the distribution to all holders of common stock, debt securities or assets (other than cash dividends) or rights to warrants to subscribe for or purchase any security (subject to certain exceptions); and o the issuance of shares of common stock or rights or warrants to acquire shares of common stock to all holders of common stock, for a consideration per share less than the exercise price of the warrant then in effect. THE DELAWARE BUSINESS COMBINATION ACT Section 203 of the Delaware General Corporation Law imposes a three-year moratorium on business combinations between a Delaware corporation whose stock generally is publicly traded or held of record by more than 2,000 stockholders and an interested stockholder or an affiliate or associate of the corporation unless: o the board of directors of the corporation approved either the business combination or the transaction resulting in the interested stockholder becoming one before its occurrence; o upon consummation of the transaction resulting in a person becoming an interested stockholder, the interested stockholder owns at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding from the calculation of outstanding shares, shares beneficially owned by directors who are also officers and some employee stock plans); or o the business combination is approved by (a) the board of directors of the corporation and (b) holders of at least 66-2/3% of the outstanding shares other 14 than those shares beneficially owned by the interested stockholder at a meeting of stockholders on or after an interested stockholder becomes one. The term business combination is defined generally to include mergers or consolidations of the corporation or its majority-owned subsidiary, sales, leases or other transfers or dispositions of the assets or stock of the corporation or its majority-owned subsidiary and transactions which increase an interested stockholder's percentage ownership of stock of the corporation or its majority owned subsidiary. The transaction by which RMS acquired our Series C preferred stock was approved by our board before its completion. Section 203 applies to certain corporations incorporated in the State of Delaware unless the corporation expressly elects not to be governed by this legislation. We are therefore subject to Section 203. DIRECTOR AND OFFICER LIABILITY PROVISIONS Our certificate of incorporation contains a provision which eliminates under certain circumstances the personal liability of directors, in their capacities as our directors to us or our stockholders for monetary damages for a breach of fiduciary duty as a director. The provision in our certificate of incorporation does not change a director's duty of care, but it does authorize us to eliminate monetary liability for some violations of that duty, including violations based on grossly negligent business decisions which may include decisions relating to attempted changes of control of NRI. The provision does not affect the availability of equitable remedies for a breach of duty of care, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty. However, in some circumstances equitable remedies may not be available as a practical matter. The provision in our certificate of incorporation in no way affects a director's liability under the federal securities laws. In addition, our bylaws indemnify our past and current directors and officers for, and provides advancements in respect of all expense, liability and loss reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, either civil, criminal, administrative or investigative, because he is or was a director or officer of NRI. POSSIBLE EFFECT OF CERTAIN PROVISIONS OF OUR CHARTER DOCUMENTS AND DELAWARE LAW It is possible that our ability to issue preferred stock and the provisions of Section 203 of the Delaware General Corporation Law may discourage other persons from making a tender offer for or acquisitions of substantial amounts of our common stock. This could have the incidental effect of inhibiting changes in management and may also prevent temporary fluctuations in the market price of our common stock which often result from actual or rumored takeover attempts. In addition, the limited liability provisions in our certificate of incorporation with respect to directors and the indemnification provisions in our bylaws with respect to directors and officers may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty and may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though the action, if successful, might otherwise have 15 benefitted us and our stockholders. Furthermore, a stockholder's investment in NRI may be adversely affected if costs of settlement and damage awards against our directors and officers are paid by us under the indemnification provisions contained in our bylaws described above. TRANSFER AGENT The transfer agent and registrar for our common stock is U.S. Stock Transfer Corporation, 1745 Gardena Avenue, Glendale, California 91201. SHARES ELIGIBLE FOR FUTURE SALE Holders of substantially all of our 18,486,154 outstanding shares of common stock as of August 19, 1999 may sell their shares publicly or have the right to require registration of their shares to permit public sales. As of August 19, 1999, holders of substantially all of the approximately 1,152,522 shares of common stock issuable upon the exercise of outstanding warrants may sell such shares publicly or have the right to require registration of the shares to permit public sale. The 2,379,055 shares of common stock issuable upon conversion of the shares of our Series A preferred stock may also be sold in the public market subject to certain limitations under Rule 144. Furthermore, as of August 19, 1999, we had previously granted and there were outstanding and unexercised under our 1992 Stock Incentive Plan, options to purchase an aggregate of approximately 1,666,110 shares of common stock. In addition, there are approximately 488,920 shares of common stock available for future grants of options under this plan. We have registered under the Securities Act all of the shares of common stock that may be issued upon exercise of the these stock options. These shares of common stock will be eligible for sale by their holders to the general public without further registration or compliance with the requirements of Rule 144 (except that our affiliates must comply with the volume limitations of Rule 144). In addition, as of August 19, 1999 we had previously granted outside of the 1992 Stock Incentive Plan options to purchase an aggregate of approximately 510,499 shares of common stock to certain employees, directors and consultants. We are registering for re-sale the shares of common stock that may be issued upon exercise of the stock options as part of the registration statement of which this prospectus is a part. If any of the shares of common stock mentioned above were sold, whether pursuant to a registration statement, or through a transaction undertaken in compliance with Rule 144 or otherwise, the public market, if any, of our common stock could be adversely affected. RULE 144 In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of: 16 o 1% of the number of shares of common stock then outstanding, which will equal approximately 184,861 shares immediately after this offering; or o the average weekly trading volume of the common stock on the Nasdaq National Market System during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales under Rule 144 are also subject to other requirements regarding the manner of sale, notice filing and the availability of current public information about us. RULE 144(K) Under Rule 144(k), a person who is not deemed to have been our affiliate at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, would be entitled to sell these shares under Rule 144(k) without regard to the requirements described above. Therefore, unless otherwise restricted, "144(k) shares" may be sold immediately. PLAN OF DISTRIBUTION The selling stockholders may offer their shares of common stock at various times in one or more of the following transactions: o on the NASDAQ SmallCap Market; o in the over-the-counter market; o in transactions other than on the NASDAQ SmallCap Market or in the over-the-counter market; o in privately negotiated transactions; o in connection with short sales of our shares; o by pledge to secure debts and other obligations; o in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options; or o in a combination of any of the above transactions. 17 The selling stockholders may sell their shares of common stock at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices or at fixed prices. When the selling stockholders sell their shares of common stock, we will prepare a prospectus supplement if necessary. A prospectus supplement would list the number of shares of common stock being offered and the terms of the offering, including the proposed selling price to the public. The selling stockholders may use broker-dealers to sell their NRI shares. If this happens, broker-dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of NRI shares for whom they acted as agents. In connection with this registration of common stock, we will pay all of the expenses, including fees and expenses with respect to required Securities and Exchange Commission and Nasdaq filings and in compliance with applicable state securities or blue sky laws. We will not pay underwriting discounts and selling commissions, or the fees and expenses of any counsel or other advisors for the selling stockholders. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., Chicago, Illinois or New York, New York. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC's Web site at http://www.sec.gov. Such material can also be read at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. The SEC allows us to incorporate by reference the information we file with them. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act: o Annual report on Form 10-K for the year ended December 31, 1998; o Quarterly reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999; o Current report on Form 8-K, filed on July 26, 1999; and 18 o The description of our common stock contained in Item 1 of our Form 8-A filed with the SEC on October 19, 1992. We will provide a copy of each of the documents incorporated by reference upon your request at no cost. You may request a copy of these filings by writing or telephoning us at the following address: The National Registry Inc. c/o Investor Relations 2502 Rocky Point Drive Suite 100 Tampa, Florida 33607 (813) 636-0099 This prospectus is a part of a registration statement we filed with the SEC. You should rely only on the information or representations provided in this prospectus and in the documents incorporated by reference. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document. EXPERTS Our financial statements appearing in the annual report on Form 10-K for the year ended December 31, 1998 were audited by Ernst & Young LLP, independent auditors, as indicated in their report in our annual report on Form 10-K. We are incorporating their report by reference in this prospectus. Those financial statements are incorporated herein by reference in reliance upon the report given upon the authority of Ernst & Young as experts in accounting and auditing. 19 TABLE OF CONTENTS PAGE Prospectus Summary .............................................. 2 Risk Factors .................................................... 3 Use of Proceeds ................................................. 9 Selling Stockholders ............................................ 9 Description of Capital Stock .................................... 12 Shares Eligible for Future Sale ................................. 16 Plan of Distribution ............................................ 17 Where You Can Find More Information ............................. 18 Experts ......................................................... 19 Information Not Required in Prospectus .......................... II-1 20 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission registration fee ........... $ 7,081 Nasdaq Listing Fee ............................................ 7,500(*) Accounting fees and expenses .................................. 10,000(*) Legal fees and expenses ....................................... 30,000(*) Miscellaneous ................................................. 2,419 ------- Total ......................................................... $57,000 ======= * Estimated. None of the expenses of issuance and distribution of the shares to the selling stockholder is to be borne by the selling stockholder. Item 15. Indemnification of Directors and Officers. Subsection (a) of Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a corporation to indemnify any person 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) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (an "agent"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person 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 as an agent against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only if 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 person II-1 is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 of the DGCL further provides, among other things, that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Indemnification provided for by Section 145 of the DGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled. Indemnification provided for by Section 145 of the DGCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators. Section 145 of the DGCL also empowers the corporation to purchase and maintain insurance on behalf of an Agent of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145 of the DGCL. Article Ninth of our Certificate of Incorporation and Article VI of our Bylaws entitles our officers and directors to indemnification to the full extent permitted by Section 145 of the DGCL. Article VI of our Bylaws allows us to purchase insurance for the benefit of our officers and directors. Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation 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 DGCL (including certain unlawful dividends or stock repurchases); or (iv) for any transaction from which the director derived an improper personal benefit. Article Tenth of our Certificate of Incorporation provides that none of our directors shall have any personal liability to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, provided that such provision does not limit or eliminate the liability of any director (i) for breach of such director's duty of loyalty to us or our 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 DGCL (involving certain unlawful dividends or stock repurchases); or (iv) for any transaction from which such director derived an improper personal benefit. Amendment to such article does not affect the liability of any director for any act or omission occurring before the effective time of such amendment. We provide insurance from commercial carriers against certain liabilities incurred by our directors and officers. II-2 Item 16. Exhibits. EXHIBIT NO. DESCRIPTION 3.1 Articles of Incorporation, as amended to date, of the National Registry, Inc. ("NRI") (incorporated by reference to Exhibit 3.1 of NRI's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 3.2 By-laws of NRI (incorporated by reference to Exhibit 3.3 of NRI's Annual Report on Form 10-K for the fiscal year ended December 31, 1991). 3.3 Certificate of Amendment to Certificate of Incorporation of NRI, dated as of July 2, 1996 (incorporation by reference to Exhibit 3.3 of NRI's Annual Report for the fiscal year ended December 31, 1996). 3.4 Certificate of Amendment to Certificate of Incorporation of NRI, dated as of May 26, 1998 (incorporation by reference to Exhibit 3.4 of NRI's Annual Report for the fiscal year ended December 31, 1998). 4.1 Certificate of the Voting Powers, Designations, Preferences, Rights, Qualifications, Limitations and Restrictions of the Series A Preferred Stock of NRI (incorporated by reference to Exhibit 4.1 of NRI's Quarterly Report on Form 10-Q for the period ended March 31,1997). 10.1 Agreement and Plan of Merger dated as of December 24, 1991 between NRI, Topsearch and Top Search Merging Corp. (incorporated by reference to NRI's Report on Form 8-K, dated December 24, 1991). 10.4 License Agreement, dated as of April 1, 1992, by and between Cogent Systems, Inc. and NRI (confidential treatment requested) (incorporated by reference to Exhibit 10.1 of NRI's Quarterly Report on Form 10-Q for the period ended March 31, 1992). 10.5 Stock Purchase Agreement, dated as of April 28, 1992, by and between Home Shopping Network and NRI (incorporated by reference to Exhibit 10.2 of NRI's Quarterly Report on Form 10-Q for the period ended March 31, 1992). 10.10 Letter of Intent, dated as of March 9, 1995 (incorporated by reference from the Exhibits to NRI's Report on Form 8-K, dated March 1,1995). 10.11 Stock Purchase Agreement, dated as of March 14, 1995, by and among NRI, RMS Limited Partnership ("RMS") and Francis R. Santangelo (incorporated by reference from the Exhibits to NRI's Report on Form 8-K, dated March 14, 1995). 10.14 Stockholders' Voting Agreement, dated as of March 14, 1995, by and between J. Anthony Forstmann and RMS (incorporated by reference from the Exhibits to NRI's Report on II-3 Form 8-K, dated March 14, 1995). 10.18 Form of Warrant, dated February 5, 1997 (incorporated by reference to Exhibit 10.2 of NRI's Report on Form 8-K, dated February 6, 1997). 10.19 Form of Warrant, dated July 23, 1999. 10.20 First Amended and Restated Stockholders' Voting Agreement, dated as of June 25, 1999 by and among RMS Limited Partnership, Francis R. Santangelo and J. Anthony Forstmann (incorporated by reference to Exhibit 4.1 of NRI's Quarterly Report on Form 10-Q for the period ended June 30, 1999). 23 Consent of Ernst & Young LLP (incorporated by reference to Exhibit 23 of NRI's Registration Statement on Form S-3 (File No. 333-75789) as filed on April 7, 1999). Item 17. Undertakings. The undersigned registrant hereby undertakes: o to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: o to include any prospectus required by Section 10(a)(3) of the Securities Act; o 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; o 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; o that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and II-4 o 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities 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 registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Tampa, State of Florida, on August 20, 1999. THE NATIONAL REGISTRY INC. By: /s/ JEFFREY P. ANTHONY ----------------------- Name: Jeffrey P. Anthony Title: President and Chief Executive Officer 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. Date: August 20, 1999 /s/ JEFFREY P. ANTHONY ----------------------- Jeffrey P. Anthony Chairman, President, Chief Executive Officer and Director Date: August 20, 1999 /s/ JAMES W. SHEPPERD ----------------------- James W. Shepperd Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: August 18, 1999 /s/ HECTOR J. ALCALDE ----------------------- Hector J. Alcalde Director Date: August 16, 1999 /s/ FRANK M. DEVINE ----------------------- Frank M. Devine Director Date: August 20, 1999 /s/ J. ANTHONY FORSTMANN ----------------------- J. Anthony Forstmann Director II-6 Date: August 16, 1999 /s/ O. G. GREENE ------------------------ O. G. Greene Director Date: August 20, 1999 /s/ DONALD C. KLOSTERMAN ------------------------ Donald C. Klosterman Director Date: August 18, 1999 /s/ ROBERT J. ROSENBLATT ------------------------ Robert J. Rosenblatt Director Date: August 20, 1999 /s/ FRANCIS R. SANTANGELO ----------------------- Francis R. Santangelo Director II-7 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 10.19 Form of Warrant, dated July 23, 1999 EX-10.19 2 EXHIBIT 10.19 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE NATIONAL REGISTRY INC. WARRANT CERTIFICATE Dated July 23, 1999 THE NATIONAL REGISTRY INC., a Delaware corporation (the "Company"), hereby certifies that, for value received, ____________, or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of ________ shares of Common Stock, $.01 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 7) ( the "Exercise Price"), at any time and from time to time from and after the date hereof and through and including ______, 2001 (the "Expiration Date"), and subject to the following terms and conditions: 1. REGISTRATION OF WARRANT. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary. 2. REGISTRATION OF TRANSFERS AND EXCHANGES. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 3(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the 1 portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange. 3. DURATION AND EXERCISE OF WARRANTS. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:30 P.M., New York time, at any time and from time to time on or after the date hereof to and including the Expiration Date. At 5:30 P.M., New York time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. (b) Subject to Sections 2(b), 4 and 8, upon surrender of this Warrant, with the Form of Election to Purchase attached hereto duly completed and signed, to the Company at its office at 2502 Rocky Point Drive, Suite 100, Tampa, Florida 33607, Attention: Chief Financial Officer, or at such other address as the Company may specify in writing to the then registered Holder, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 3 business days after the date of exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the holder hereof to be purchased. (c) This Warrant shall be exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares so long as at least 10,000 Warrant Shares are purchased in any one exercise. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. 2 (d) This Warrant shall only be exercisable if, and shall be only exercisable to the extent, it is legal to do so because, among other things, the Warrant Shares are registered pursuant to a registration statement which has been declared effective by the Securities and Exchange Commission, and which is still effective on the applicable date of exercise, or the issuance of such Warrant Shares are exempt from the registration requirements of the Securities Act of 1933, as amended. 4. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder, and the Company shall not be required to issue or cause to be issued or deliver or cause to be delivered the certificates for Warrant Shares unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. 5. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost, stolen or destroyed, the Company may in its discretion issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and indemnity, if requested, satisfactory to it. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable charges as the Company may prescribe. 6. RESERVATION OF WARRANT SHARES. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders (taking into account the adjustments and restrictions of Section 7). The Company agrees to use its best efforts to ensure that all Warrant Shares that shall be so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. 7. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 7. Upon each such adjustment of the Exercise Price pursuant to this Section 7, the Holder shall thereafter prior to the Expiration Date be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. 3 (a) If the Company, at any time while this Warrant is outstanding, (i) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its securities ranking junior as to dividend distributions and distributions upon the liquidation, winding up and dissolution of the Company ("Junior Securities") payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger number of shares, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any, but including warrants or options that would be included for purposes of determining earnings per share in accordance with generally accepted accounting principals) outstanding before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any, but including warrants or options that would be included for purposes of determining earnings per share in accordance with generally accepted accounting principals) outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination, and shall apply to successive subdivisions and combinations. (b) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property equal to the amount of Warrant Shares such Holder would have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to give to the Holder the right to receive the securities or property set forth in this Section 7(b) as part of such reclassification, consolidation, merger, sale, transfer or share exchange. (c) If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to holders of this Warrant) evidences of its indebtedness or assets (other than cash dividends) or rights or warrants to subscribe for or purchase any security (excluding those referred to in Sections 7(a), (b) and (d)), then in each such case the Exercise Price shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Exercise Price determined as of the record date mentioned above, and of which the numerator shall be such Exercise Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by a nationally recognized or major regional investment banking firm or firm of independent certified 4 public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "APPRAISER") selected in good faith by the Company. (d) If, at any time while this Warrant is outstanding, the Company shall issue or cause to be issued rights or warrants to acquire or otherwise sell or distribute shares of Common Stock to all holders of Common Stock for a consideration per share less than the Exercise Price then in effect, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Exercise Price, and (B) the consideration, if any, received or receivable by the Company upon such issue or sale by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale. (e) For the purposes of this Section 7, the following clauses shall also be applicable: (i) RECORD DATE. In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock or in Convertible Securities, or (B) to subscribe for or purchase Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be. (ii) TREASURY SHARES. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock. (f) All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (g) Whenever the Exercise Price is adjusted pursuant to Section 7(c) above or Section 7(i) below, the Company, after receipt of the determination by the Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the adjustment shall be equal to the average of the adjustments recommended by each Appraiser. The Company shall promptly mail or cause to be mailed to each Holder, a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such adjustment shall become effective immediately after the record date mentioned above. All determinations with respect to adjustments by the Company hereunder shall be made by the Board of Directors in good faith. (h) If: 5 (i) the Company shall declare a dividend (or any other distribution) on its Common Stock in Common Stock; or (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (v) the Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall cause to be mailed to each Holder at their last addresses as they shall appear upon the Warrant Register, to the extent practicable at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up; PROVIDED, HOWEVER, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. (i) If at any time conditions shall arise by reason of action taken by the Company which in the opinion of the Board of Directors are not adequately covered by the other provisions hereof and which would reasonably be expected to materially affect the rights of the Holders (different than or distinguished from the effect generally on rights of holders of any class of the Company's capital stock) or if any time such conditions are expected to arise by reason of any action contemplated by the Company, the Company shall mail a written notice briefly describing the action contemplated and the material adverse effects of such action on the rights of the Holders to the extent practicable at least 20 calendar days prior to the effective date of such action, and an Appraiser selected by the Holders of majority in interest of the Warrants then outstanding and 6 consented to by the Company (which consent shall not be unreasonably withheld) shall give its opinion as to the adjustment, if any (not inconsistent with the standards established in this Section 7), of the Exercise Price (including, if necessary, any adjustment as to the Warrant Shares to be purchased upon exercise of this Warrant) and any distribution which is or would be required to be preserved without diluting the rights of the Holders. 8. FRACTIONAL SHARES. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares which shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company shall, at its option, (a) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (b) shall round the number of Warrant Shares issuable, up to the next whole number of such shares. 9. NOTICES. Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 4:30 p.m. (Eastern Standard Time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 4:30 p.m. (Eastern Standard Time) on any date and earlier than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to The National Registry Inc., 2502 Rocky Point Drive, Suite 100, Tampa, Florida 33607, Attention: Chief Financial Officer, or to facsimile no. (813) 636-0322, or (ii) if to the Holder, to the Holder at the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section 9. 10. WARRANT AGENT. (a) The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days' notice to the Holder, the Company may appoint a new warrant agent. (b) Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as shown on the Warrant Register. 7 11. MISCELLANEOUS. (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing signed by the Company and the Holder. (b) Subject to Section 11(a), above, nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Holder any legal or equitable right, remedy or cause under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Holder. (c) This Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof. (d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. (e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above. THE NATIONAL REGISTRY INC. By:________________________ Name:______________________ Title:_____________________ 8 FORM OF ELECTION TO PURCHASE (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To The National Registry Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase _____________ shares of Common Stock ("Common Stock"), $.01 par value per share, of The National Registry Inc. and encloses herewith $________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ 9 Dated: ____________________, ____ Name of Holder: (Print)_____________________________ (By:) ______________________________ (Name:) ____________________________ (Title:) ___________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) 10 FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant to purchase ____________ shares of Common Stock of The National Registry Inc. to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of The National Registry Inc. with full power of substitution in the premises. Dated: _______________, ____ ____________________________________ (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) ____________________________________ Address of Transferee ____________________________________ ____________________________________ In the presence of: ______________________________ 11 -----END PRIVACY-ENHANCED MESSAGE-----