-----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, DbmgeaetZSurlo7g62tyuWK2MA4OVEA0swRUJBW7+Qmm22I7Fo+j8ST/nomM5Aor /8nqY86RAkzI/kRq4MAnKw== 0000950144-96-008817.txt : 19961204 0000950144-96-008817.hdr.sgml : 19961204 ACCESSION NUMBER: 0000950144-96-008817 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961203 EFFECTIVENESS DATE: 19961203 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABR INFORMATION SERVICES INC CENTRAL INDEX KEY: 0000920985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 593228107 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17195 FILM NUMBER: 96675260 BUSINESS ADDRESS: STREET 1: 34125 US HGHWY 19 N CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 8137852819 MAIL ADDRESS: STREET 1: 34125 US HGHWY 19 N CITY: PALM HARBOR STATE: FL ZIP: 34684 S-8 1 ABR INFORMATION SERVICES, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on December 3, 1996 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABR INFORMATION SERVICES, INC. (Exact Name of registrant as specified in its charter) FLORIDA 59-3228107 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 34125 U.S. HIGHWAY 19 NORTH, PALM HARBOR, FLORIDA 34684-2116 (Address of principal executive offices) (zip code) ABR INFORMATION SERVICES, INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND ABR INFORMATION SERVICES, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the Plan) JAMES E. MACDOUGALD CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER ABR INFORMATION SERVICES, INC. 34125 U.S. HIGHWAY 19 NORTH PALM HARBOR, FLORIDA 34684-2116 (Name and address of agent for service) (813) 785-2819 (Telephone number, including area code, of agent for service) Copy to: MARTIN A. TRABER, ESQ. TODD B. PFISTER, ESQ. FOLEY & LARDNER 100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FLORIDA 33602-5804 (813) 229-2300 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------ Title of each Proposed Proposed class of maximum maximum securities to be Amount to be offering price aggregate Amount of registered registered(1) per share(2) offering price(2) registration fee - ------------------------------------------------------------------------------------------------------------ Common Stock, 15,000 $13.53 $202,950 $61.50 $0.01 par value shares - ------------------------------------------------------------------------------------------------------------ Common Stock, 200,000 $42.75 $8,550,000 $2,590.91 $0.01 par value shares - ------------------------------------------------------------------------------------------------------------
(1) Plus an indeterminate number of shares which may be issued as a result of anti-dilution provisions contained in the Plans. (2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the amounts shown are based (i) on 15,000 shares subject to outstanding options under the 1995 Non-Employee Director Stock Option Plan having an exercise price of $13.53 per share, (ii) and 200,000 shares reserved for grants under the 1996 Non-Employee Director Stock Option Plan, the registration fee for which has been calculated on the basis of the average of the high and low prices of the registrant's Common Stock as reported on the Nasdaq National Market on November 26, 1996. 2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the registrant with the Securities and Exchange Commission are hereby incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended July 31, 1996, including portions of the registrant's definitive proxy statement, as supplemented, for its annual meeting of stockholders to be held in December 1996 to the extent specifically incorporated therein; (b) The description of the registrant's Common Stock, par value $0.01 per share set forth under the caption "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A (No. 0-24132) filed under the Securities Exchange Act of 1934; and All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock being offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold shall be deemed incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. 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 Florida Business Corporation Act (the "Florida Act") permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his or her conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances. Article VI of the Company's Articles of Incorporation and Article X of the Company's Bylaws provide that the Company shall indemnify directors and executive officers to the fullest extent now or 2 3 hereafter permitted by the Florida Act. In addition, the Company may enter into indemnification agreements with its directors and executive officers in which the Registrant has agreed to indemnify such persons to the fullest extent now or hereafter permitted by the Florida Act. The indemnification provided by the Florida Act and the Company's Bylaws is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense. The Company may obtain a liability insurance policy for its directors and officers as permitted by the Florida Act which may extent to, among other things, liability arising under the Securities Act of 1933. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 4A. ABR Information Services, Inc. 1995 Non-Employee Director Stock Option Plan (filed as Exhibit 10.1 to the Registrant's Form 10-K for the fiscal year ended July 31, 1996 and incorporated herein by reference) 4B. ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan (Filed as Exhibit B to the Registrant's preliminary proxy statement for the annual meeting of shareholders to be held December 6, 1996, and incorporated herein by reference). 5. Opinion of Foley & Lardner as to the legality of the securities to be issued 23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5) 23B. Consent of Grant Thornton LLP 24. Power of Attorney (included on signature page of this registration statement) ITEM 8. UNDERTAKINGS The undersigned hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each such post-effective amendment shall be deemed to be a new 3 4 registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 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. 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 Articles of Incorporation or Bylaws of the registrant or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 the 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. 4 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Harbor, State of Florida, on December 2, 1996. ABR INFORMATION SERVICES, INC. By: /s/ James E. MacDougald -------------------------------- James E. MacDougald, Chairman of the Board, President and Chief Executive Officer SPECIAL POWER OF ATTORNEY 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. Each person whose signature appears below constitutes and appoints James E. MacDougald his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said 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 in and about the premises, as fully to all intents and purposes as he or she 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. Date: December 2, 1996 /s/ James E. MacDougald ----------------------------------- James E. MacDougald, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Date: December 2, 1996 /s/ Reva R. Maskewitz ------------------------------------ Reva R. Maskewitz, Acting Chief Financial Officer (Principal Financial and Accounting Officer) Date: December 2, 1996 /s/ Suzanne M. MacDougald ------------------------------------ Suzanne M. MacDougald, Senior Vice President, Secretary and Director 5 6 Date: December 2, 1996 /s/ Thomas F. Costello ------------------------------------ Thomas F. Costello, Director Date: December 2, 1996 /s/ Mark M. Goldman ------------------------------------ Mark M. Goldman, Director 6 7 EXHIBIT INDEX ITEM 8. EXHIBITS. 4A. ABR Information Services, Inc. 1995 Non-Employee Director Stock Option Plan (filed as Exhibit 10.1 to the Registrant's Form 10-K for the fiscal year ended July 31, 1996 and incorporated herein by reference) 4B. ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan (Filed as Exhibit B to the Registrant's preliminary proxy statement for the annual meeting of shareholders to be held December 6, 1996, and incorporated herein by reference). 5. Opinion of Foley & Lardner as to the legality of the securities to be issued 23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5) 23B. Consent of Grant Thornton LLP 24. Power of Attorney (included on signature page of this registration statement) EX-5 2 OPINION OF FOLEY & LARDNER 1 FOLEY & LARDNER EXHIBIT 5 100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FLORIDA 33602-5804 TELEPHONE (813) 229-2300 FACSIMILE (813) 221-4210 December 2, 1996 ABR Information Services, Inc. 34125 U.S. Highway 19 North Palm Harbor, Florida 34684-2118 Re: Registration Statement on Form S-8 Relating to Shares of Common Stock Issuable Pursuant to ABR Information Services, Inc. 1995 Non-Employee Director Stock Option Plan and ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan Ladies and Gentlemen: This opinion is being furnished in connection with the Registration Statement on Form S-8 (the "Registration Statement") of ABR Information Services, Inc. (the "Company"), under the Securities Act of 1933, as amended, for the registration of 15,000 shares of common stock, par value $0.01 issuable pursuant to the ABR Information Services, Inc. 1995 Non-Employee Director Stock Option Plan (the "1995 Plan") and 200,000 shares of common stock par value $0.01 issuable pursuant to the ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan (the "1996 Plan" and together with the 1995 Plan, the "Plans"). (The shares of common stock covered by the Plans are referred to as the "Shares.") We have examined and are familiar with the following: A. Articles of Incorporation of the Company, as amended, as filed in the Office of the Secretary of State of the State of Florida; B. Bylaws, as amended, of the Company; C. The proceedings of the Board of Directors and shareholders of the Company in connection with the adoption of each of the Plans; and D. Such other documents, Company records and matters of law as we have deemed to be pertinent. Based on the foregoing, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Florida. 2 ABR Information Services, Inc. December 2, 1996 Page 2 2. The Shares have been duly authorized and when issued in accordance with the terms of the respective Plans will be duly and validly issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as Exhibit 5 in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. FOLEY & LARDNER By: /s/ Todd B. Pfister ---------------------------------- Todd B. Pfister EX-23.B 3 OPINION OF GRANT THORTON LLP 1 EXHIBIT 23B CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our reports dated September 13, 1996, accompanying the consolidated financial statements of ABR Information Services, Inc. appearing in the 1996 Annual Report of the Company to its shareholders and accompanying the schedule included in the Annual Report on Form 10-K for the year ended July 31, 1996, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. GRANT THORNTON LLP Tampa, Florida December 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----