-----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, LDRLyb2/3CNO+ji6MEPVJ8toRhXxJBFuo3LGVjgac+m18Mq6K7JJ6FTrMCqgUe0o gPBuoOmL0ivDSxKE2WhJHA== 0000950144-96-008820.txt : 19990615 0000950144-96-008820.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950144-96-008820 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961203 EFFECTIVENESS DATE: 19961203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABR INFORMATION SERVICES INC CENTRAL INDEX KEY: 0000920985 STANDARD INDUSTRIAL CLASSIFICATION: 7374 IRS NUMBER: 593228107 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-10450 FILM NUMBER: 96675271 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 POS 1 ABR INFORMATION SERVICES, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on December 3, 1996 Registration No. 33-86520 SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1 TO 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. AMENDED AND RESTATED 1987 STOCK OPTION PLAN AND ABR INFORMATION SERVICES, INC. AMENDED AND RESTATED 1993 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 offering price registration fee(2) - - ----------------------------------------------------------------------------------------------------------------- Common Stock, 413,388 $42.75 $17,672,337 $5,355.26 $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 Plan. (2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the registration fee 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 This Amendment No. 1 is being filed pursuant to Instruction E of Form S-8 and amends the Form S-8 previously filed by the Registrant with the Securities and Exchange Commission (Registration No. 33-86520). The provisions of such Registration Statement are incorporated herein by reference. 1 3 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 amended 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 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. SPECIAL POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this amended 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 Date: December 2, 1996 /s/ Thomas F. Costello --------------------------------- Thomas F. Costello, Director Date: December 2, 1996 /s/ Mark M. Goldman -------------------------------- Mark M. Goldman, Director 2 4 EXHIBIT INDEX
SEQUENTIAL PAGE NO. ---------- 4A. ABR Information Services, Inc. Amended and Restated 1987 Stock Option Plan (filed as Exhibit 10.6 of the registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1994 and incorporated herein by reference) 4B. ABR Information Services, Inc. 1993 Amended and Restated Stock Option Plan (Filed as Exhibit 10.7 to registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1994 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 the Signature Page of this Amended Registration Statement)
3 EX-5 2 OPINION OF FOLEY & LARDNER 1 EXHIBIT 5 FOLEY & LARDNER 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 34684-2116 Re: Amendment No. 1 to Registration Statement on Form S-8 Relating to Shares of Common Stock Issuable Pursuant to ABR Information Services, Inc. Amended and Restated 1987 Stock Option Plan and ABR Information Services, Inc. 1993 Amended and Restated Stock Option Plan Ladies and Gentlemen: This opinion is being furnished in connection with Amendment No. 1 to 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 413,388 additional shares of common stock par value $0.01 (the "Shares") issuable pursuant to the ABR Information Services, Inc. 1993 Amended and Restated Stock Option Plan (the "Plan"). 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 of the Company; C. The proceedings of the Board of Directors and shareholders of the Company in connection with the adoption of the Plan and the amendment thereof to include the Shares; 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. The Shares have been duly authorized and when issued in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. 2 ABR Information Services, Inc. December 2, 1996 Page 2 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 CONSENT 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-----