<PAGE> 1
As filed with the Securities and Exchange Commission
on October 1, 1997
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
SCB COMPUTER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of incorporation or organization)
62-1201561
(I.R.S. employer identification no.)
1365 WEST BRIERBROOK ROAD
MEMPHIS, TENNESSEE 38138
(Address of principal executive offices, including zip code)
SCB COMPUTER TECHNOLOGY, INC.
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
GORDON L. BATEMAN
1365 WEST BRIERBROOK ROAD
MEMPHIS, TENNESSEE 38138
(Name and address of agent for service)
(901) 754-6577
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share(1) price fee
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<S> <C> <C> <C> <C>
Common Stock 600,000 shares $20.875 $12,525,000 $3,795.45
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</TABLE>
(1) The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, and is based on the average of the high
and low price per share of the Registrant's Common Stock, as reported on
The Nasdaq Stock Market's National Market on September 26, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by SCB Computer Technology, Inc.,
a Tennessee corporation (the "Registrant"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
April 30, 1997.
2. Registrant's Current Report on Form 8-K dated March 14, 1997, as
amended by a Current Report on Form 8-K/A dated May 14, 1997.
3. Registrant's Current Report on Form 8-K dated July 24, 1997, as
amended by a Current Report on Form 8-K/A dated September 12, 1997.
4. Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1997.
5. The description of the Registrant's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Registration Statement on
Form 8-A, dated January 31, 1996, including all amendments and reports
filed for the purpose of updating such description prior to the
termination of the offering of the Common Stock offered hereby.
All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
shares of Common Stock offered hereby have been sold or which deregisters all
shares of Common Stock then remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof 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 replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
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Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any director or officer against liability incurred in connection
with a proceeding if (i) the director or officer acted in good faith, (ii) the
director or officer reasonably believed, in the case of conduct in his or her
official capacity with the corporation, that such conduct was in the
corporation's best interest, or, in all other cases, that his or her conduct was
not opposed to the best interests of the corporation, and (iii) in connection
with any criminal proceeding, the director or officer had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation, however, the TBCA provides that no indemnification may
be made if the director or officer is adjudged to be liable to the corporation.
Similarly, the TCBA prohibits indemnification in connection with any proceeding
charging improper personal benefit to any director or officer, if such director
or officer is adjudged liable on the basis that a personal benefit was
improperly received. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as a director or officer of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. Notwithstanding
the foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that a director or officer be indemnified for reasonable
expense if, in consideration of all relevant circumstances, the court determines
that such individual is fairly and reasonably entitled to indemnification,
whether or not the standard of conduct set forth above was met.
The Amended and Restated Charter (the "Restated Charter") and Amended and
Restated Bylaws of the Registrant provide that the Registrant will indemnify
from liability, and advance expenses to, any present or former director or
officer of the Registrant to the fullest extent allowed by the TCBA, as amended
from time to time, or any subsequent law, rule, or regulation adopted in lieu
thereof. Additionally, the Restated Charter provides that no director of the
Registrant will be personally liable to the Registrant or any of its
shareholders for monetary damages for breach of any fiduciary duty except for
liability arising from (i) any breach of a director's duty of loyalty to the
Registrant or its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) any
unlawful distributions, or (iv) receiving any improper personal benefit.
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Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits
See Exhibit Index (page II-6).
Item 9. Undertakings.
A. The 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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 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.
(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.
B. The 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) or 15(d)
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<PAGE> 5
of the Exchange Act that is incorporated by reference in this 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 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 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 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.
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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 Memphis, State of Tennessee, on the 23rd day of
September, 1997.
SCB COMPUTER TECHNOLOGY, INC.
By: /s/ Ben C. Bryant, Jr.
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Ben C. Bryant, Jr., Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Ben C. Bryant, Jr. and Gary E. McCarter, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ T. Scott Cobb Chairman of the Board September 23, 1997
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T. Scott Cobb
/s/ Ben C. Bryant, Jr. Vice Chairman of the Board, September 23, 1997
- --------------------------------- Chief Executive Officer
Ben C. Bryant, Jr. (Principal Executive Officer),
President, and Treasurer
/s/ Steve N. White Executive Vice President of September 23, 1997
- --------------------------------- Development and Director
Steve N. White
/s/ Gary E. McCarter Chief Financial Officer September 23, 1997
- --------------------------------- (Principal Financial and
Gary E. McCarter Accounting Officer)
/s/ James E. Harwood Director September 23, 1997
- ---------------------------------
James E. Harwood
/s/ Joseph W. McLeary Director September 23, 1997
- ---------------------------------
Joseph W. McLeary
</TABLE>
II-5
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EXHIBIT INDEX
<TABLE>
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Exhibit Number Description
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<S> <C>
4.1 Amended and Restated Charter of the Registrant (incorporated herein by reference to
Exhibit 3.1 to Registration Statement on Form S-1 (Registration No. 33-80707))
4.2 Articles of Amendment to the Amended and Restated Charter, dated September 23, 1997
4.3 Amended and Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to Registration Statement on Form S-1 (Registration No. 33-80707))
4.4 SCB Computer Technology, Inc. 1997 Stock Incentive Plan (incorporated herein by
reference to Appendix I to the Registrant's definitive proxy statement relating to the
Annual Meeting of Shareholders held on September 23, 1997)
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on Page II-5)
</TABLE>
II-6
<PAGE> 1
Exhibit 4.2
ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED CHARTER
OF
SCB COMPUTER TECHNOLOGY, INC.
In accordance with the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
Articles of Amendment (the "Articles of Amendment") to its Amended and Restated
Charter (the "Amended and Restated Charter"):
1. Name of Corporation. The name of the Corporation is SCB Computer
Technology, Inc.
2. The first paragraph of Section 7 of the Amended and Restated Charter is
hereby amended to read in its entirety as follows:
"7. The corporation is authorized to issue two classes of stock in the
following number of shares: (i) 50,000,000 shares of common stock, par
value $.01 per share (the "Common Stock"), and (ii) 1,000,000 shares
of preferred stock, no par value (the "Preferred Stock")."
Except as amended hereby, Section 7 of the Amended and Restated Charter shall
remain in full force and effect.
3. Adoption. These Articles of Amendment were duly adopted by the Board of
Directors on July 15, 1997, and by the Shareholders of the Corporation on
September 23, 1997.
4. Effective Date. These Articles of Amendment will be effective when filed
with the Secretary of State.
Date: September 23, 1997
SCB COMPUTER TECHNOLOGY, INC.
By: /s/ Gordon L. Bateman
------------------------------------------
Gordon L. Bateman
Chief Administrative Officer and Secretary
<PAGE> 1
Exhibit 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
October 1, 1997
SCB Computer Technology, Inc.
1365 W. Brierbrook Road
Memphis, Tennessee 38138
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1997 Stock Incentive Plan (the "Plan") filed by you with the Securities and
Exchange Commission relating to 600,000 shares (the "Shares") of common stock,
par value $.01 per share, issuable pursuant to the Plan.
In so acting we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be validly issued,
fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
<PAGE> 1
Exhibit 23.1
SCB Computer Technology, Inc.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333- ) pertaining to the SCB Computer Technology, Inc. 1997
Stock Incentive Plan of SCB Computer Technology, Inc. and in the related
Prospectus, of our report dated June 9, 1997, (except for Note 12, as to which
the date is June 30, 1997), with respect to the consolidated financial
statements of SCB Computer Technology, Inc. included in its Annual Report Form
10-K for the year ended April 30, 1997.
/s/ Ernst & Young LLP
Memphis, Tennessee
September 25, 1997
