S-8

As filed with the Securities and Exchange Commission on July 31, 2015

Registration No. 333-            

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification No.)

5101 Tennyson Parkway

Plano, Texas 75024

(Address of registrant’s principal executive offices)

TYLER TECHNOLOGIES, INC.

2010 STOCK OPTION PLAN

(Full title of plan)

H. Lynn Moore, Jr. Executive Vice President, General Counsel, and Secretary Tyler Technologies, Inc. 5101 Tennyson Parkway Plano, Texas 75024 (972) 713-3700	with copy to: Randall G. Ray, Esq. Munck Wilson Mandala, LLP 12770 Coit Road, Suite 600 Dallas, Texas 75251 (972) 628-3600
(Name and address and telephone number, including area code, of registrant’s agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, $0.01 par value	4,000,000 shares	$134.46	$537,820,000	$62,495

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder.

(2) Estimated solely for the purpose of calculating the registration fee, which has been computed in accordance with Rule 457(h) of the Securities Act, based on the average of the high and low prices for the common stock as reported on the New York Stock Exchange for July 28, 2015 as to all 4,000,000 shares for which the exercise price is not known.

EXPLANATORY STATEMENT

In February 2015, our board of directors approved, subject to stockholder approval, an amendment (the “Plan Amendment”) to the Tyler Technologies, Inc. 2010 Stock Option Plan, as amended by Amendment No. 1 effective as of May 13, 2010 (the “Plan”), to increase the number of shares reserved for issuance under the Plan from 5,000,000 to 9,000,000. At our 2015 Annual Meeting of Stockholders held on May 12, 2015, our stockholders approved the Plan Amendment, which is dated as of May 12, 2015. The contents of our Registration Statement on Form S-8 (File No. 333-168499) filed with the Securities and Exchange Commission on August 3, 2010 relating to the Plan, including documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

PART I

The information required by Part I to be contained in a Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

Item 8. Exhibits.

5.1	Opinion of Munck Wilson Mandala, LLP (filed herewith).
10.1	Amendment No. 2 to the Tyler Technologies, Inc. 2010 Stock Option Plan, effective as of May 12, 2015 (filed herewith).
23.1	Consent of Ernst & Young LLP (filed herewith).
23.2	Consent of Munck Wilson Mandala, LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, and the State of Texas, on July 31, 2015.

TYLER TECHNOLOGIES, INC.
(Registrant)
By:	/s/ Brian K. Miller
	Brian K. Miller
	Executive Vice President, Chief Financial Officer, and Treasurer

POWER OF ATTORNEY

Each of the undersigned hereby appoints Brian K. Miller and H. Lynn Moore, Jr., and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place, and stead of the undersigned, to sign and file with the Commission under the Securities Act any and all amendments and exhibits to this registration statement and any and all applications, instruments, and other documents to be filed with the Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on July 31, 2015.

Signature	Title
/s/ John M. Yeaman	Chairman of the Board and Director
John M. Yeaman
/s/ John S. Marr Jr.	President, Chief Executive Officer, and Director (principal executive officer)
John S. Marr, Jr.
/s/ Brian K. Miller	Executive Vice President, Chief Financial Officer, and Treasurer (principal financial officer)
Brian K. Miller
/s/ W Michael Smith	Vice President and Chief Accounting Officer (principal accounting officer)
W. Michael Smith

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Signature	Title
/s/ Donald R. Brattain	Director
Donald R. Brattain
/s/ Glenn A. Carter	Director
Glenn A. Carter
/s/ Brenda A. Cline	Director
Brenda A. Cline
/s/ J. Luther King Jr.	Director
J. Luther King Jr.
/s/ Dustin R. Womble	Director
Dustin R. Womble

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
5.1	Opinion of Munck Wilson Mandala, LLP (filed herewith).
10.1	Amendment No. 2 to the Tyler Technologies, Inc. 2010 Stock Option Plan, effective as of May 12, 2015 (filed herewith).
23.1	Consent of Ernst & Young LLP (filed herewith).
23.2	Consent of Munck Wilson Mandala, LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

EX-5.1

Exhibit 5.1

July 31, 2015

Tyler Technologies, Inc.

5101 Tennyson Parkway

Plano, Texas 75024

Ladies and Gentlemen:

We have acted as special counsel to Tyler Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate of 4,000,000 additional shares of the Company’s Common Stock, $0.01 par value (the “Shares”), to be issued pursuant to the Tyler Technologies, Inc. 2010 Stock Option Plan, as amended by Amendment No. 1 effective as of May 13, 2010, and as further amended by Amendment No. 2 effective as of May 12, 2015 (the “Plan”).

With respect to the foregoing, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, orders, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares that from time to time may be issued and sold under the Plan, in accordance with appropriate proceedings of the Board of Directors of the Company or a committee thereof pursuant to the terms of the Plan, when so issued and sold at prices in excess of the par value of the Shares in accordance with the provisions of the Plan and related agreements entered into by the Company, will be validly issued by the Company, fully paid, and nonassessable.

The foregoing opinion is limited solely to the Delaware General Corporation Law, including (without limitation) the Delaware Constitution and the reported judicial decisions interpreting such law in effect on the date hereof. This opinion letter is as of the date hereof and limited to the matter set forth above; we render no opinion, whether by implication or otherwise, as to any other matters. This opinion letter is delivered to you in connection with and for the purpose of the Registration Statement and may not be used or relied upon for any other purpose.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.

Respectfully submitted,

MUNCK WILSON MANDALA, LLP

/S/ MUNCK WILSON MANDALA, LLP

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

TO THE

TYLER TECHNOLOGIES, INC. 2010 STOCK OPTION PLAN

THIS AMENDMENT to the Tyler Technologies, Inc. 2010 Stock Option Plan (the “Plan”) is hereby adopted by Tyler Technologies, Inc. (the “Company”), effective as of May 12, 2015.

WHEREAS, the Company established the Plan, which was approved by the Company’s stockholders effective as of May 13, 2010;

WHEREAS, the Company reserved the right to amend the Plan pursuant to Section 15 thereof;

WHEREAS, on February 3, 2015, the Company’s Board of Directors approved an amendment to the Plan to increase the number of shares of Common Stock subject to the Plan from 5,000,000 to 9,000,000, subject to the approval of the Company’s stockholders (the “Plan Amendment”); and

WHEREAS, on May 12, 2015, the Company’s stockholders approved the Plan Amendment.

NOW THEREFORE, the Plan is hereby amended by restatement of Section 5 thereof in its entirety to read as follows:

“5. SHARES SUBJECT TO PLAN. Subject to adjustment pursuant to Section 10(a) hereof, the total amount of Common Stock with respect to which Options may be granted under the Plan shall not exceed 9,000,000 shares of Common Stock. Any shares of Common Stock covered by an Option (or a portion of an Option) that is forfeited or canceled, or that expires shall be deemed not to have been issued for purposes of determining the maximum aggregate number of shares of Common Stock which may be issued under the Plan and shall again be available for Options under the Plan. At all times during the term of the Plan, the Company shall reserve and keep available such number of shares of Common Stock as will be required to satisfy the requirements of outstanding Options under the Plan. Nothing in this Section 5 shall impair the right of the Company to reduce the number of outstanding shares of Common Stock pursuant to repurchases, redemptions, or otherwise; provided, however, that no reduction in the number of outstanding shares of Common Stock shall (i) impair the validity of any outstanding Option, whether or not that Option is fully exercisable, or (ii) impair the status of any shares of Common Stock previously issued pursuant to an Option as duly authorized, validly issued, fully paid, and nonassessable. The shares to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Common Stock or (ii) Common Stock held in the treasury of the Company, in each case as the Committee may determine from time to time in its sole discretion.”

IN WITNESS WHEREOF, and as evidence of the adoption of the foregoing Amendment, the Company has caused this Amendment to be executed by a duly authorized officer as of the date first set forth above.

TYLER TECHNOLOGIES, INC.
By:	/S/ H. LYNN MOORE, JR.
Name:	H. Lynn Moore, Jr.
Title:	Executive VP and General Counsel

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 4,000,000 shares of common stock pertaining to the Tyler Technologies, Inc. 2010 Stock Option Plan, as amended, of our reports dated February 18, 2015, with respect to the financial statements of Tyler Technologies, Inc., and the effectiveness of internal control over financial reporting of Tyler Technologies, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Dallas, Texas

July 31, 2015