-----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, C2BkOQfDC5rBBgHtiCD624ivnd0aXeyb79ZE07LobqxwvXJayzx2KQsqZN6keFsA z+yLO+HFtcOAQcLSot5j9Q== 0000950134-99-005890.txt : 19990702 0000950134-99-005890.hdr.sgml : 19990702 ACCESSION NUMBER: 0000950134-99-005890 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990701 EFFECTIVENESS DATE: 19990701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYLER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000860731 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 752303920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-82117 FILM NUMBER: 99658178 BUSINESS ADDRESS: STREET 1: 2800 W MOCKINGBIRD LANE STREET 2: STE 3200 SAN JACINTO TOWER CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2147547800 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO STREET STREET 2: SUITE 3200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TYLER CORP /NEW/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: TYLER THREE INC DATE OF NAME CHANGE: 19600201 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on July 1, 1999. Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TYLER TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2303920 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2800 W. MOCKINGBIRD LANE DALLAS, TEXAS 75235 (214) 902-5086 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ----------------------- TYLER TECHNOLOGIES, INC. STOCK OPTION PLAN (Full title of the Plan) ----------------------- THEODORE L. BATHURST VICE PRESIDENT AND CHIEF FINANCIAL OFFICER TYLER TECHNOLOGIES, INC. 2800 W. MOCKINGBIRD LANE DALLAS, TEXAS 75235 (214) 902-5086 (Name, address, and telephone number, including area code, of agent for service) ----------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 1,000,000 $5.375 $5,375,000 $1,494 =======================================================================================================================
1 Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate additional amount of shares of Common Stock to be offered or sold pursuant to the anti-dilution provisions of the Tyler Technologies, Inc. Stock Option Plan. 2 Estimated solely for the purpose of calculating the registration fee, which has been computed in accordance with Rule 457(h), based on the average of the high and low prices for the Common Stock on the New York Stock Exchange Composite Tape for June 25, 1999. Shares of Common Stock of the Registrant for issuance upon exercise of employee stock options have been heretofore registered under Registration Statements on Form S-8 No. 33-34544, No. 333-34809, and 333-52163 of the Registrant. These shares of Common Stock and the options are described in Section 10(a) prospectus for this Registration Statement in accordance with Rule 429 of the General Rules and Regulations under the Securities Act of 1933, as amended. 2 FORM S-8 On February 18, 1999, the Board of Directors of the Registrant adopted, subject to stockholder approval, Amendment No. 3 to the Tyler Technologies, Inc. Stock Option Plan (the "Plan") to increase the number of shares of Registrant's Common Stock issued or reserved for issuance under the Plan from 3,300,000 to 4,300,000. Amendment No. 3 to the Plan was approved by the stockholders of the Registrant on May 19, 1999. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not required to be filed with this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents which have been heretofore filed with the Securities and Exchange Commission (the "Commission") by Tyler Technologies, Inc. (the "Company") are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the year ended December 31, 1998, which contains audited financial statements of the Company for the year ended December 31, 1998 (the "1998 Form 10-K"). (b) All reports filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1998. (c) The description of the Company's Common Stock contained in the Company's registration statement on Form S-1, including any amendment or report filed for the purpose of updating such description. (d) The Registration Statements on Forms S-8 (File Nos. 33-34544, 333-34809, and 333-52163) filed with the Commission on April 25, 1990, September 2, 1997, and May 8, 1998, 3 respectively, relating to the Plan, including the documents incorporated by reference therein (the "Prior Form S-8s"). Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that officers and directors who are made a party to or are threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a officer or director of the Company or is or was serving at the request of the Company as a director or officer of another entity shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law ("DGCL") against all expense, liability and loss reasonably incurred or suffered by such person in connection therewith. The right to indemnification includes the right to be paid by the Company for expenses incurred in defending any such proceeding in advance of its final disposition. Officers and directors are not entitled to indemnification if such persons did not meet the applicable standard of conduct set forth in the DGCL for officers and directors. Insofar as indemnification by the Company for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 ITEM 8. EXHIBITS. In addition to the exhibits filed or incorporated by reference into the Prior Form S-8s, the following documents are filed as Exhibits to this Registration Statement: 4.1 Amendment No. 3 to the Tyler Technologies, Inc. Stock Option Plan. 5.1 Opinion of Corporate Counsel of Tyler Technologies, Inc. 23.1 Consent of Corporate Counsel of Tyler Technologies, Inc. (contained in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, independent auditors 24.1 Power of Attorney (set forth on the signature page of this Registration Statement) ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) 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 to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 5 (b) 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 or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification by the Registrant 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. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on July 1, 1999. TYLER TECHNOLOGIES, INC. By: /s/ John M. Yeaman ---------------------------------- Name: John M. Yeaman Title: President and Chief Executive Officer By: /s/ Theodore L. Bathurst ---------------------------------- Name: Theodore L. Bathurst Title: Vice President and Chief Financial Officer 6 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints John M. Yeaman and Theodore L. Bathurst, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. 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:
Signature Title Date --------- ----- ---- /s/ John M. Yeaman President, Chief Executive Officer, June 29, 1999 ------------------ and Director John M. Yeaman /s/ Theodore L. Bathurst Vice President and Chief June 29, 1999 ------------------------ Financial Officer Theodore L. Bathurst /s/ Louis A. Waters Chairman of the Board June 29, 1999 ------------------- Louis A. Waters /s/ William D. Oates Director June 29, 1999 -------------------- William D. Oates /s/ C.A. Rundell, Jr. Director June 29, 1999 ---------------------- C.A. Rundell, Jr. /s/ Frederick R. Meyer Director June 29, 1999 ---------------------- Frederick R. Meyer /s/ Ernest H. Lorch Director June 29, 1999 ------------------- Ernest H. Lorch
7 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 4.1 Amendment No. 3 to the Tyler Technologies, Inc. Stock Option Plan. 5.1 Opinion of Corporate Counsel of Tyler Technologies, Inc. 23.1 Consent of Corporate Counsel of Tyler Technologies, Inc. (contained in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, independent auditors 24.1 Power of Attorney (set forth on the signature page of this Registration Statement)
EX-4.1 2 AMENDMENT NO. 3 TO STOCK OPTION PLAN 1 EXHIBIT 4.1 AMENDMENT NO. 3 TO THE TYLER TECHNOLOGIES, INC. STOCK OPTION PLAN Pursuant to Section 17 of the Tyler Technologies, Inc. Stock Option Plan, as amended (the "Plan"), the Plan is hereby amended to as follows: 1. Section 5 of the Plan is hereby amended to read in its entirety as follows: 5. SHARES SUBJECT TO PLAN. The Committee may not grant options under the Plan, including to any individual employee, for more than 4,300,000 shares of Common Stock of the Company, but this number may be adjusted to reflect, if deemed appropriate by the Committee, any stock dividend, stock split, share combination, recapitalization or the like, of or by the Company. The Committee may grant options for a larger number of shares, but the terms of the options must be such that no more than the number of shares specified in the previous sentence may be issued on exercise of options granted under the Plan. Shares to be optioned and sold may be made available from either authorized but unissued Common Stock or Common Stock held by the Company in its treasury. Shares that by reason of the expiration of an option or otherwise are no longer subject to purchase pursuant to an option granted under the Plan may be reoffered under the Plan. IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the 19th day of May, 1999. TYLER TECHNOLOGIES, INC. By: /s/ Theodore L. Bathurst ------------------------------------------ Name: Theodore L. Bathurst Title: Vice President and Chief Financial Officer EX-5.1 3 OPINION/CONSENT OF TYLER TECHNOLOGIES, INC. 1 EXHIBITS 5.1 AND 23.1 Opinion of Tyler Technologies, Inc. Corporate Counsel Consent of Tyler Technologies, Inc. Corporate Counsel 2 EXHIBIT 5.1 AND 5.2 June 30, 1999 Tyler Technologies, Inc. 2800 W. Mockingbird Lane Dallas, Texas 75235 Re: Registration Statement on Form S-8 for the Tyler Technologies, Inc. Stock Option Plan Gentlemen: I have acted as special counsel to Tyler Technologies, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 shares (the "Shares") of the Company's common stock, $.01 par value per share, issuable pursuant to the Tyler Technologies, Inc. Stock Option Plan (the "Plan"). The Shares are being registered pursuant to a registration statement on Form S-8 to be filed with the Securities and Exchange Commission on or about July 1, 1999 (the "Registration Statement"). In connection with this opinion, I have examined such documents and records of the Company and such statutes, regulations, and other instruments and certificates as I have deemed necessary or advisable for the purposes of this opinion. I have assumed that all signatures on all documents presented to us are genuine, that all documents submitted to us as originals are accurate and complete, and that all documents submitted to us as copies are true and correct copies of the originals thereof. I have also relied upon such certificates of public officials, corporate agents, and officers of the Company and such other certifications with respect to the accuracy of material factual matters contained therein, which were not independently established. Based on the foregoing, I am of the opinion that the Shares will be, if and when issued and paid for in accordance with the Plan, validly issued, fully paid and nonassessable, assuming the Company maintains an adequate number of authorized but unissued shares of common stock available for such issuance, and further assuming that the consideration actually received by the Company for the Shares exceeds the par value thereof. I consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, By: /s/ H. Lynn Moore, Jr. ---------------------- H. Lynn Moore, Jr. Corporate Counsel EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 Consent of Ernst & Young LLP, Independent Auditors 2 EXHIBIT 23.2 Consent of Independent Auditors Board of Directors Tyler Technologies, Inc. We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Tyler Technologies, Inc. Stock Option Plan of our report dated March 19, 1999 (except for the second paragraph of Note 3, as to which the date is March 26, 1999), with respect to the consolidated financial statements and schedule of Tyler Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Dallas, Texas June 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----