<PAGE> 1
As filed with the Securities and Exchange Commission on September 17, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
SCB COMPUTER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 62-1201561
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification Number)
or Organization)
1365 WEST BRIERBROOK ROAD, MEMPHIS, TENNESSEE 38138
(901) 754-6577
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
--------------------
GORDON L. BATEMAN
CHIEF ADMINISTRATIVE OFFICER
1365 WEST BRIERBROOK ROAD
MEMPHIS, TENNESSEE 38138
(901) 754-6577
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount To Be Offering Price Per Aggregate Offering Registration
Title Of Shares To Be Registered Registered Share (1) Price (1) Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 300,000 $6.75 $2,025,000 $597
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the closing sales price of the
Company's Common Stock on September 14, 1998, as reported on The Nasdaq
Stock Market's National Market.
-----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 1998
PROSPECTUS
- ----------
300,000 SHARES
SCB COMPUTER TECHNOLOGY, INC.
COMMON STOCK
----------
All of the 300,000 shares (the "Shares") of Common Stock, par value
$.01 per share (the "Common Stock"), of SCB Computer Technology, Inc. (the
"Company") offered hereby are being offered by certain shareholders of the
Company (the "Selling Shareholders"). See "Selling Shareholders." The Company
will not receive any proceeds from the sale of the Common Stock offered hereby.
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices in the public markets through one or more brokers or
dealers, in privately negotiated transactions for the account of each of the
Selling Shareholders at prices at or near the market price, or in other
privately negotiated transactions. See "Plan of Distribution."
The Company has agreed to bear all expenses (other than selling
commissions relating to the Shares) in connection with the registration and sale
of the Shares being registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities and the Selling Shareholders
have agreed to indemnify the Company against certain liabilities in connection
with this offering, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "SCBI." The last reported sale
price per share of the Common Stock on the Nasdaq National Market on September
15, 1998 was $7.00.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstance, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the Common Stock to which it relates.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities offered hereby in any jurisdiction in which it is
not lawful or to any person to whom it is not lawful to make any such offer or
solicitation.
The date of this Prospectus is September __, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and the exhibits
thereto. Certain items are omitted in accordance with the rules and regulations
of the Commission. Statements contained in this Prospectus concerning the
provisions or contents of any contract or other document referred to herein are
not necessarily complete. With respect to each such contract, agreement, or
document, reference is made to such document for a more complete description,
and each such statement is deemed to be qualified in all respects by such
reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files proxy statements, reports, and other information
with the Commission. The Registration Statement (with exhibits), as well as such
proxy statements, reports, and other information, may be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices located at Seven World Trade Center,
13th Floor, New York, New York 10048, and Northwestern Atrium Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants, including the Company, that file such
information electronically with the Commission at http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed with the
Commission by the Company (File No. 0-27694) are incorporated by reference into
this Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1998, as amended by Form 10-K/A No. 1 dated July
31, 1998;
(ii) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1998;
(iii) The Company's Current Report on Form 8-K dated September
4, 1998; and
(iv) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, including all amendments
and reports filed for the purpose of updating such description prior to
the termination of the offering.
All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. 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 Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or is 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
2
<PAGE> 4
Prospectus. Subject to the foregoing, all information appearing in this
Prospectus is qualified in its entirety by the information appearing in the
documents incorporated herein by reference.
The Company undertakes to provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any document incorporated by
reference herein (not including exhibits to such documents unless such exhibits
are specifically incorporated by reference into the information incorporated
into this Prospectus). Requests for such documents should be directed to Gordon
L. Bateman, Corporate Secretary, SCB Computer Technology, Inc., 1365 West
Brierbrook Road, Memphis, Tennessee 38138, (901) 754-6577.
THE COMPANY
GENERAL
SCB Computer Technology, Inc. ("SCB" or the "Company") is a leading
provider of information technology (IT) management and technical services,
through six regional operations, four subsidiaries, and its corporate service
groups, to Fortune 500 companies, state and local governments and other large
organizations. The Company's services primarily consist of: (1) Consulting,
including evaluation, design, and re-engineering of computer systems,
management, quality assurance and technical directions for IT projects, network
planning and implementation, Year 2000 compliance, and functional expertise and
training; (2) Outsourcing, including system development and integration,
maintenance, data center management, help desk and technical services, remote
processing, and computer hardware sales and leasing; (3) Professional Staffing,
including providing skilled IT staff on an as-needed basis; and (4) Enterprise
Resource Planning, including planning and evaluating, system analysis and
administration, implementation, and functional support.
The Company's principal executive offices are located at 1365 West
Brierbrook Road, Memphis, Tennessee 38138. The Company's telephone number at
that address is (901) 754-6577. The Company can also be contacted at the
following Internet address: http://www.scb.com.
RECENT DEVELOPMENTS
Settlement of TVA Investigation. The Company has reached a tentative
agreement with the United States Attorney for the Western District of Tennessee
and the Tennessee Valley Authority (the "TVA") to settle on a civil basis all
claims against the Company relating to the previously disclosed governmental
investigation into TVA billings. The Company is in the process of negotiating
with the government regarding the amount of the civil settlement, which it
anticipates will occur before 1998 calendar year end. It is the Company's
understanding that Steve N. White, who recently resigned as an officer and
director of the Company, has agreed to plead guilty to a single charge of
submitting false claims aggregating less than $10,000 relating to TVA expense
billings. In connection with Mr. White's resignation, the Company entered into
certain agreements with Mr. White relating to a five-year noncompete, the
cancellation of his in-the-money SCB stock options, restrictions on future sales
of SCB Common Stock, and a full release of SCB.
Amendment to Charter. At the Company's Annual Meeting of Shareholders
to be held on November 3, 1998, the shareholders of the Company will, among
other things, consider and act upon a proposal to amend the Company's Amended
and Restated Charter to increase the number of authorized shares of Common Stock
from 50,000,000 to 100,000,000.
3
<PAGE> 5
FORWARD-LOOKING STATEMENTS
This Prospectus, including information incorporated by reference
herein, may be deemed to contain certain forward-looking statements regarding
the Company, including its anticipated financial and operating results. The
Company undertakes no obligation to publicly release any revisions to any
forward-looking statements contained herein to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events. Information contained in such forward-looking statements is inherently
uncertain and actual performance and results may differ materially due to many
important factors, many of which are beyond the Company's control, including the
Company's dependence on key clients; the Company's dependence on the
availability, recruitment, and retention of qualified IT employees; the
Company's dependence on key management personnel; the Company's potential
liability to clients in connection with the provision of IT services,
particularly Year 2000 services; the Company's ability to finance, sustain, and
manage growth; the Company's ability to integrate acquired businesses; the
timing and ultimate outcome of the governmental investigations of the Company,
including the Company's ability to negotiate a definitive settlement with the
government relating to the TVA matter on terms described herein and the tax and
accounting treatment for the related payments related to such settlement;
competition; general economic conditions; and the like.
4
<PAGE> 6
SELLING SHAREHOLDERS
The following table sets forth information provided to the Company by
the Selling Shareholders with respect to the beneficial ownership of Common
Stock by the Selling Shareholders as of September 15, 1998, and as adjusted to
reflect the sale of the Shares offered hereby (assuming that all of the Shares
offered hereby will be sold).
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Shares Owned
Prior to the Offering to be Sold After the Offering
------------------------------ in the --------------------------
Number Percent (1) Offering Number Percent (1)
------------- -------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
John Severini 271,862 1.1% 150,000 121,862 *
Barbara Severini 271,862 1.1% 150,000 121,862 *
-------
300,000
</TABLE>
- --------------
* Less than one percent.
(1) Based on a total of 24,671,776 shares issued and outstanding on
September 11, 1998.
John Severini and Barbara Severini (collectively, the "Selling
Shareholders") are former shareholders of Proven Technology, Inc., a New York
corporation ("Proven"). Pursuant to an Agreement and Plan of Merger (the "Plan
of Merger"), dated May 1, 1998, by and among the Company, Proven, the Selling
Shareholders, and PTI Acquisition, Inc., a Tennessee corporation and wholly
owned subsidiary of the Company ("PTI Acquisition"), Proven was merged (the
"Merger") with and into PTI Acquisition. PTI Acquisition was the surviving
corporation in the Merger and changed its name upon consummation thereof to
Proven Technology, Inc. As a result of the Merger, all of the outstanding stock
of Proven was converted into an aggregate of 543,724 shares of the Company's
Common Stock (the "Merger Shares"). Pursuant to an Indemnity and Escrow
Agreement between the Company, PTI Acquisition, and the Selling Shareholders,
10% of the Merger Shares, or 54,372 shares of Common Stock, were delivered to
NationsBank of Tennessee, N.A., as escrow agent. The escrowed shares may be used
to satisfy indemnification claims by the Company for any breaches of
representations and warranties made in the Plan of Merger by the Selling
Shareholders.
Pursuant to the terms of the Plan of Merger, the Selling Shareholders
received the right to request the Company to register such number of the Merger
Shares as have a fair market value in excess of $1,000,000 but less than
$3,000,000. See "Plan of Distribution." All sales of the Merger Shares, whether
pursuant to an effective registration statement or otherwise, must be effected
by one or more brokers who are mutually agreeable to the Company and the Selling
Shareholders. In addition, unless otherwise agreed to in writing in advance by
the Company, the Selling Shareholders may not, during any 30-day period, sell in
the aggregate, whether through an effective registration statement or otherwise,
more than one-quarter (or 135,931 shares) of the total number of Merger Shares.
Mr. Severini is currently employed by PTI Acquisition as Vice President
of Operations pursuant to the terms of a three-year Employment Agreement. The
Employment Agreement also provides that Mr. Severini will not compete with the
Company or its subsidiaries for a period of two years following the expiration
of the Employment Agreement or Mr. Severini's earlier termination; provided,
that if Mr. Severini is terminated without cause, the non-competition provisions
will terminate on May 1, 2001.
5
<PAGE> 7
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees and
pledgees selling Shares received from a named Selling Shareholder after the date
of this Prospectus. The Shares may be sold from time to time in brokerage
transactions at prevailing market prices in the public market through one or
more brokers or dealers, in privately negotiated transactions for the account of
each of the Selling Shareholders at prices at or near the market price, or in
other privately negotiated transactions. Unless otherwise agreed to in writing
in advance by the Company, the Selling Shareholders may not, during any 30-day
period, sell in the aggregate, whether through an effective registration
statement or otherwise, more than one-quarter (or 135,931 shares) of the total
number of Merger Shares.
In connection with the merger of Proven with and into PTI Acquisition,
John Severini and Barbara Severini received the right to request the
registration of the Shares offered by them. The Selling Shareholders have agreed
to execute sales of their Shares in open market transactions through Morgan
Keegan & Company, Inc., a registered broker-dealer that is a market maker with
respect to the Common Stock ("Morgan Keegan"). Ordinary brokerage commissions
will be paid by the Selling Shareholders in connection with brokerage
transactions, including transactions effected by Morgan Keegan. The Company has
agreed to pay other expenses of this offering, currently estimated to be
approximately $10,000. The Company has agreed to maintain the effectiveness of
the Registration Statement covering the Shares for a period of ninety days.
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities in connection with this offering, including liabilities under the
Securities Act.
The Selling Shareholders and any brokers or other persons who
participate in the sale of the Shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by such brokers or other persons, and any profits on the resale of the Shares,
may be deemed to be underwriting commissions or discounts.
Upon the Company being notified by a Selling Shareholder that any
material arrangement, other than the arrangement with Morgan Keegan described
above, has been entered into with a broker-dealer for the sale of Shares through
a block trade, special offering, exchange distribution or secondary
distribution, or a purchase by a broker or dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Shareholder and of
the participating broker-dealer, (ii) the number of Shares involved, (iii) the
price at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer, where applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Shareholder that a donee or pledgee intends to sell more than 500
Shares, a supplement to this Prospectus will be filed.
EXPERTS
The consolidated financial statements of SCB Computer Technology, Inc.
appearing in its Annual Report on Form 10-K for the year ended April 30, 1998
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
6
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee................................................................ $ 597
Accounting fees and expenses........................................................ 3,000
Legal fees and expenses............................................................. 5,000
Miscellaneous fees and expenses..................................................... 1,403
--------
Total............................................................................ $ 10,000
========
</TABLE>
* All of the above expenses except the SEC registration fee are estimated.
All of the above expenses will be paid by the Company.
ITEM 15. 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 TBCA prohibits indemnification in connection with any proceeding
charging improper personal benefit to a 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 of the Company (the "Charter") and its
Amended and Restated Bylaws (the "Bylaws") provide that the Company will
indemnify from liability, and advance expenses to, any present or former
director or officer of the Company to the fullest extent allowed by the TBCA, as
amended from time to time, or any subsequent law, rule, or regulation adopted in
lieu thereof. Additionally, the Charter provides that no director of the Company
will be personally liable to the Company 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 Company 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.
II-1
<PAGE> 9
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3.1 Amended and Restated Charter of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, Registration No. 33-80707)
3.2 Articles of Amendment to the Amended and Restated Charter of
the Company (incorporated by reference to Exhibit 4.2 to
Registration on Form S-8, Registration No. 333-36971)
3.3 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, Registration No. 33-80707)
4 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement on Form
S-1, Registration No. 33-80707)
5 Opinion of Bass, Berry & Sims PLC
23 Consent of Ernst & Young LLP
24 Power of Attorney (included on page II-4)
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities offered hereby, 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 this 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 this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings in paragraph (i) and (ii) above 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 this Registration Statement;
II-2
<PAGE> 10
(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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
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(a) or 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 provisions described under Item 15 above, 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 hereunder, 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.
II-3
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Memphis, Tennessee, on September 15, 1998.
SCB COMPUTER TECHNOLOGY, INC.
By: /s/ Ben C. Bryant, Jr.
--------------------------------------
Ben C. Bryant, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to the
Registration Statement appears below hereby constitutes and appoints T. Scott
Cobb and Ben C. Bryant, Jr., and each of them, with full power to act without
the other, as his attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to this
Registration Statement (including post-effective amendments and amendments
thereto) and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and each of them full
power and authority to do and perform each and every act and thing, ratifying
and confirming all that said attorneys-in-fact or any of them, or their 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ T. Scott Cobb Chairman of the Board of Directors September 15, 1998
- --------------------------------------
T. Scott Cobb
/s/ Ben C. Bryant, Jr. President, Chief Executive Officer September 15, 1998
- -------------------------------------- (Principal Executive Officer) and
Ben C. Bryant, Jr. Vice Chairman of the Board of
Directors
/s/ Gary E. McCarter Chief Financial Officer (Principal September 15, 1998
- -------------------------------------- Financial and Accounting Officer)
Gary E. McCarter
/s/ James E. Harwood Director September 15, 1998
- --------------------------------------
James E. Harwood
/s/ Joseph W. McLeary Director September 15, 1998
- --------------------------------------
Joseph W. McLeary
</TABLE>
II-4
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Charter of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-1, Registration No. 33-80707)
3.2 Articles of Amendment to the Amended and Restated Charter of
the Company (incorporated by reference to Exhibit 4.2 to
Registration on Form S-8, Registration No. 333-36971)
3.3 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement
on Form S-1, Registration No. 33-80707)
4 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement on Form
S-1, Registration No. 33-80707)
5 Opinion of Bass, Berry & Sims PLC
23 Consent of Ernst & Young LLP
24 Power of Attorney (included on page II-4)
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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
September 17, 1998
SCB Computer Technology, Inc.
1365 West Brierbrook Road
Memphis, TN 38138
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission on September 17, 1998, covering
300,000 shares, par value $.01 per share, of common stock (the "Common Stock")
of SCB Computer Technology, Inc. (the "Company") to be offered for sale by John
Severini and Barbara Severini (the "Selling Shareholders") on the terms set
forth in the Registration Statement.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates, 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 and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Selling Shareholders are validly issued, fully paid, and nonassessable.
Very truly yours,
/s/ Bass, Berry & Sims PLC
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EXHIBIT 23
Consent of Independent Auditors
We consent to reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of SCB Computer
Technology, Inc. for the registration of 300,000 shares of its common stock and
to the incorporation by reference therein of our report dated June 16, 1998,
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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
September 11, 1998
