SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
JJFN SERVICES, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 11-3589981
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2500 Military Trail North
Boca Raton, Florida 33431
(Address of principal executive offices and zip code)
1996 Equity Incentive Plan
(Full title of Plan)
Samuel G. Weiss
2500 Military Trail North
Boca Raton, Florida 33431
(Name and address of agent for service)
561-995-0043
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maxi- Proposed
Securities to to be mum Offering Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
Common Stock
$.002 par value 800,000 shares $0.16 (1) $160,000 $100.00
(1) Calculated pursuant to Rule 457(h) on the basis of the average of the
bid and asked prices for the common stock on the NASDAQ Stock Market Bulletin
Board on February 24, 1998.
THIS FORM S-8 CONSISTS OF 18 PAGES.
THE EXHIBITS ARE INDEXED BEGINNING AT PAGE 6.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.
2. The Registrant's Quarterly Reports on Form 10-Q for its fiscal
quarters ended September 30, 1997 and December 31, 1997; and the Registrant's
Report on Form 8-K filed on December 9, 1997.
All periodic reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of filing of this Registration Statement and prior to
the filing of any post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The securities registered hereby have been registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
Paul H. DeCoster, the owner of 200,000 shares of common stock of the
Registrant, is a partner of Jackson & Nash, LLP, the firm which has rendered
the opinion comprising Exhibit 5.1 to this Registration Statement.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director or officer and purchase and maintain
liability insurance relating to directors and officers as and to the extent
permitted thereby. The certificate of incorporation and by-laws of the
Registrant contain provisions indemnifying its directors and officers to the
fullest extent permitted by this Section. The Registrant's certificate of
incorporation also limits directors' liability for monetary damages for
breach of their duties of care owed to the Registrant to the fullest extent
permitted by Delaware law.
Item 7. Exemption from Registration Claimed
No exemption from registration is claimed with respect to the securities
registered hereunder.
Item 8. Exhibits
The following is a list of Exhibits filed as part of this Registration
Statement:
4.1 Registrant's 1996 Equity Incentive Plan incorporated by reference to
Exhibit 10.13 of Registrant's Annual Report on Form 10-K for its fiscal year
ended June 30, 1997.
5.1 Opinion of Jackson & Nash, LLP, Counsel to the Registrant regarding
the legality of the securities being registered in this Registration
Statement.
23.1 Consent of Horton & Company, LLC, independent certified public
accountants.
23.2 Consent of Jackson & Nash, LLP (contained in Exhibit 5.1).
Item 9. Undertakings
The Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, (ii) to reflect in such 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 together, represent a fundamental change in the information
contained in this Registration Statement; and (iii) to include in such
prospectus any material information with respect to the Plan of Distribution
not previously disclosed in this Registration Statement. Information
required by this paragraph will not be included in any such post-effective
amendment if such information is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, which are hereby incorporated by reference in this Registration
Statement.
2. For purposes of determining any liability under the Securities Act of
1933, the Registrant shall treat each post-effective amendment to this
Registration Statement as a new Registration Statement of the securities
registered hereby, and the offering of the securities at that time to be the
initial bona fide offering thereof.
3. The Registrant will file a post-effective amendment to this
Registration Statement to remove from registration any of the securities
registered hereby that remain unsold at the end of the Offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provi- sions referred to in Item 6 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 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 hereby, 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 of whether such indemnification is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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, it has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on February 24, 1998.
JJFN SERVICES, INC.
By:/s/Samuel G. Weiss By:/s/John P. Kushay
Samuel G. Weiss, President John P. Kushay, Treasurer
and Chief Executive Officer Chief Financial Officer and
Chief Accounting 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:
/s/David Miller Date: February 24, 1998
David Miller, Director
/s/Samuel G. Weiss Date: February 24, 1998
Samuel G. Weiss, Director
/s/Joan Kushay Date: February 24, 1998
Joan Kushay, Director
/s/John Kushay Date: February 24, 1998
John Kushay, Director
/s/Ralph Wilson Date: February 24, 1998
Ralph Wilson, Director
/s/Kenneth F. MacKenize Date: February 24, 1998
Kenneth F. MacKenzie, Director
INDEX TO EXHIBITS
Sequential
Exhibit Number
Description
Numbered Page
4.1
1996 Equity Incentive Plan and
Forms of Options Granted under
Plan
6
5.1
Opinion of Jackson & Nash, LLP
16
23.1
Consent of Horton & Company,
LLC, independent accountants
18
23.2
Consent of Jackson & Nash, LLP
(contained in Exhibit 5.1)
___
JJFN SERVICES, INC
1996
EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of the JJFN Services, Inc. Equity Incentive Plan
(the Plan) is to attract and retain key employees, to provide and
incentive for them to achieve long-range performance goals and to
enable them to participate in the long-term growth of the
Company.
Section 2. Definitions
Affiliate: means any business entity in which the Company
owns directly or indirectly 50% or more of the total combined
voting power or has a significant financial interest as
determined by the Committee.
Award: means any Option, Stock Appreciation Right,
Performance Share, Restricted Stock, Stock, Stock Unit or Other
Stock-Based Award awarded under the Plan.
Board: means the Board of Directors of the Company.
Code: means the Internal Revenue Code of 1986, as amended
from time to time, and any successor to such Code.
Committee: means a committee of not less than two members of
the Board, appointed by the Board to administer the Plan, each of
whom shall be a non-employee director, as that term is
defined in Rule 16b-3 promulgated under the Securities Exchange
Act of 1934.
Common Stock or Stock: means the Common Stock, $.001 par
value of the Company.
Company: means JJFN Services, Inc.
Designated Beneficiary: means the beneficiary designated by
a Participant, in a manner determined by the Committee, to
receive amounts due or exercise rights of the Participant in the
event of the Participants death. In the absence of an effective
designation by a Participant, Designated Beneficiary shall mean
the Participants estate.
Effective Date: means August 1, 1996.
Fair Market Value: means, with respect to Common Stock or
any other property, the fair market value of such property as
determined by the Committee in good faith or in the manner
established by the Committee from time to time.
Incentive Stock Option: means an option to purchase shares
of Common Stock awarded to a Participant under Section 6 that is
intended to meet the requirements of Section 422 of the Code or
any successor provision.
Nonstatutory Stock Option: means an option to purchase
shares of Common Stock awarded to a Participant under Section 6
that is not intended to be an Incentive Stock Option.
Option: means an Incentive Stock Option or a Nonstatutory
Stock Option.
Other Stock-Based Award: means an Award, other than an
Option, Stock Appreciation Right, Performance Share, Restricted
Stock or Stock Unit, having a Common Stock element and awarded to
a Participant under Section 11.
Participant: means a person selected by the Committee to
receive an Award under the Plan.
Performance Cycle or Cycle: means the period of time
selected by the Committee during which performance is measured
for the purpose of determining the extent to which an award of
Performance Shares has been earned.
Performance Shares: mean shares of Common Stock which may be
earned by the achievement of performance goals, awarded to a
Participant under Section 8.
Reporting Person: means a person subject to Section 16 of
the Securities Exchange Act of 1934, or any successor provision.
Restricted Period: means the period of time during which an
award may be forfeited to the Company pursuant to the terms and
conditions of such Award.
Restricted Stock: means shares of Common Stock subject to
forfeiture awarded to a Participant under Section 9.
Stock Appreciation Right or SAR: means a right to receive
any excess in value of shares of Common Stock over the exercise
price awarded to a Participant under Section 7.
Stock Unit: means an award of Common Stock or units that are
valued in whole or in part by reference to, or otherwise based
on, the value of Common Stock, awarded to a Participant under
Section 10.
Section 3. Administration
The Plan shall be administered by the Committee. The
Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider
advisable, and to interpret the provisions of the Plan. The
Committees decisions shall be final and binding. To the extent
permitted by applicable law, the Committee may delegate to one or
more executive officers of the Company the power to make Awards
to Participants who are not Reporting Persons and all
determinations under the plan with respect thereto, provided that
the Committee shall fix the maximum amount of such Awards for the
group and a maximum for any one Participant.
Section 4. Eligibility
All employees, consultants and non-employee directors of the
Company or any Affiliate capable of contributing significantly to
the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan. Incentive Stock Options may be
awarded only to persons eligible to receive such Options under
the Code.
Section 5. Stock Available for Awards
(a) Subject to adjustment under subsection (c), Awards of
any type may be made under the Plan for up to an aggregate of
800,000 shares of Common Stock. If any Award in respect of
shares of Common Stock expires or is terminated unexercised or is
forfeited without the Participant exercised such award, the
shares subject to such Award, to the extent of such expiration,
termination or forfeiture, shall again be available for award
under the Plan. Common Stock issued through the assumption or
substitution of outstanding grants from an acquired company shall
not reduce the shares available for Awards under the Plan.
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.
(b) Not withstanding any other provision of the Plan, no
more than 750,000 shares of Common Stock shall be cumulatively
available for the award of Incentive Stock Options; provided
that, to the extent an Incentive Stock Option expires or is
terminated unexercised or is forfeited for any reason, the shares
that were subject to such option may again be awarded as
Inventive Stock Options.
( c) In the event that the committee determines that any
stock dividend, extraordinary cash dividend, creation of a class
of equity securities, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of
shares, warrants or rights offering to purchase Common Stock at a
price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits
intended to be made available under the Plan, then the Committee
(subject, in the case of Incentive Stock Options, to any
limitations required under the Code) shall equitably adjust any
or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of
shares subject to outstanding Awards, and (iii) the award,
exercise or conversion price with respect to any of the
foregoing, and if considered appropriate, the Committee may make
provision for a cash payment with respect to an outstanding
Award, provided that the number of shares subject to any Award
shall always be a whole number.
Section 6. Stock Options
(a) Subject to the provisions of the Plan, the Committee
may award Incentive Stock Options and Nonstatutory Stock Options
and determine the number of shares to be covered by each Option,
the option price therefor and the conditions and limitations
applicable to the exercise of the Option. The terms and
conditions of Incentive Stock Options shall be subject to and
comply with Section 422 of the Code, or any successor provision,
and any regulations thereunder, and no Incentive Stock Option may
be granted hereunder more than ten years after the Effective
Date.
(b) The Committee shall establish the option exercise
price at the time each Option is awarded, which price shall not
be less than 100% of the Fair Market Value of the Common Stock on
the date of award with respect to Incentive Stock Options.
Nonstatutory Stock Options may be granted at such option exercise
prices as the Committee may determine.
(c) Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may specify
in the applicable Award or thereafter. The Committee may impose
such conditions with respect to the exercise of Options,
including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable.
(d) No shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price therefor
is received by the Company. Such payment may be made in whole or
in part in cash or, to the extent permitted by the Committee at
or after the award of the Option, by delivery of a note or shares
of Common Stock owned by the optionee, including Restricted
Stock, valued at their Fair Market Value on the date of delivery,
or such other lawful consideration as the Committee may
determine. In addition to the method of payment set forth above,
and in lieu of any cash payment required thereunder, the option
price for the shares for which an Option is exercised may be paid
by surrendering the right to purchase that number of shares
covered by the Option whose Fair Market Value on the date of
exercise is equal to the product of the number of shares as to
which the option is being exercised, multiplied by the option
price.
(e) The Committee may provide that, subject to such
conditions as it considers appropriate, upon the delivery of
shares to the Company in payment of an Option, the Participant
automatically be awarded an Option for up to the number of shares
so delivered.
Section 7. Stock Appreciation Rights
(a) Subject to the provisions of the Plan, the Committee
may award SARs in tandem with an Option (at or after the award of
the Option), or alone and unrelated to an Option. SARs in tandem
with an Option shall terminate to the extent that the related
Option is exercised, and the related Option shall terminate to
the extent that the tandem SARs are exercised. SARs granted in
tandem with Options shall have an exercise price not less than
the exercise price of the related Option. SARs granted alone and
unrelated to an Option may be granted at such exercise prices as
the Committee may determine.
(b) An SAR related to an Option that can only be exercised
during limited periods following a change in control of the
Company may entitle the Participant to receive an amount based
upon the highest price paid or offered for Common Stock in any
transaction relating to the change in control or paid during the
thirty-day period immediately preceding the occurrence of the
change in control in any transaction reported in the stock market
in which the Common Stock is normally traded.
Section 8. Performance Shares
(a) Subject to the provisions of the Plan, the Committee
may award Performance Shares and determine the number of such
shares for each Performance Cycle and the duration of each
Performance Cycle. There may be more than one Performance Cycle
in existence at any one time, and the duration of Performance
Cycles may differ from each other. The payment value of
Performance Shares shall be equal to the Fair Market Value of the
Common Stock on the date the Performance Shares are earned or, in
the discretion of the Committee, on the date the Committee
determines that the performance Shares have been earned.
(b) The Committee shall establish performance goals for
each Performance Cycle, for the purpose of determining the extent
to which Performance Shares awarded for such Cycle are earned, on
the basis of such criteria and to accomplish such objectives an
the Committee may from time to time select. During any
Performance Cycle, the Committee may adjust the performance goals
for such Cycle as it deems suitable in recognition of usual or
non-recurring events affecting the Company, changes in applicable
tax laws or accounting principles, or such other factors as the
Committee may determine.
(c) As soon as practicable after the end of a Performance
Cycle, the Committee shall determine the number of Performance
Shares that have been earned on the basis of performance in
relation to the established performance goals. The payment value
of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participants
Designated Beneficiary, as soon as practicable athereafter. The
Committee shall determine, at or after the time of award, whether
the distribution of payment value will be settled in whole or in
part in cash or other property, including Common Stock or Awards.
Section 9. Restricted Stock
(a) Subject to the provisions of the Plan, the Committee
may award shares of Restricted Stock and determine the duration
of the Restricted Period during which, and the conditions under
which, the Restricted Stock may be forfeited to the Company and
the other terms and conditions of such Awards. Shares of
Restricted Stock shall be issued for no cash consideration or
such minimum consideration as may be required by applicable law.
(b) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted
by the Committee, during the Restricted Period. Shares of
Restricted Stock shall be evidenced in such manner as the
Committee Restricted Stock shall be registered in the name of the
Participant and, unless otherwise determined by the Committee,
deposited by the Participant, together with a stock power
endorsed in blank, with the Company. At the expiration of the
Restricted Period, the Company shall deliver such certificates to
the Participant or if the Participant has died, to the
Participants Designated Beneficiary.
Section 10. Stock Units
(a) Subject to the provisions of the Plan, the Committee
may award Stock Units subject to such terms, restrictions,
conditions, performance criteria, vesting requirements and
payment rules as the Committee shall determine.
(b) Shares of Common Stock awarded in connection with a
Stock Unit Award shall be issued for no cash consideration or
such minimum consideration as may be required by applicable law.
Section 11. Other Stock Based Awards
(a) Subject to the provisions of the Plan, the Committee
may make other awards of Common Stock and other awards that are
valued in whole or in part by reference to, or otherwise based
on, Common Stock, including without limitation convertible
preferred stock, convertible debentures and securities
exchangeable for Common Stock. Other Stock Based Awards may be
granted either alone or in tandem with other Awards granted under
the Plan and/or cash awards made outside of the plan.
(b) The Committee may establish performance goals, which
may be based on performance goals related to book value,
subsidiary performance or such other criteria as the Committee
may determine, Restricted Periods, Performance Cycles, conversion
prices, maturities and security, if any, for any Other Stock
Based Award. Other Stock Based Awards may be sold to
Participants at the face value thereof or any discount therefrom
or awarded for no consideration or such minimum consideration as
may be required by applicable law.
Section 12. General Provisions Applicable to Awards
(a) Notwithstanding any other provision of the Plan, to
the extent required to qualify for the exemption provided by Rule
16b-3 under the Securities Exchange Act of 1934, and any
successor provision, Awards made to a Reporting Person shall not
be transferable by such person other than by will or the laws of
descent and distribution or pursuant to a qualified domestic
relations order, as defined in the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder.
(b) Each Award under the plan shall be evidenced by a
writing delivered to the Participant specifying the terms and
conditions thereof and containing such other terms and conditions
not inconsistent with the provision of the Plan as the Committee
considers necessary or advisable to achieve the purposes of the
Plan or comply with applicable tax and regulatory laws and
accounting principles.
(c) Each type of Award may be made alone, in addition to
or in relation to any other type of Award. The terms of each
type of Award need not be identical, and the Committee need not
treat Participants uniformly. Except as otherwise provided by
the Plan or particular Award, any determination with respect to
an Award may be made by the Committee at the time of award or at
any time thereafter.
(d) The Committee shall determine whether Awards are
settled in whole or in part in cash, Common Stock, other
securities of the Company, Awards or other property. The
Committee may permit a Participant to defer all or any portion of
a payment under the Plan, including the crediting of interest on
deferred amounts denominated in cash and dividend equivalents on
amounts denominated in Common Stock.
(e) In the discretion of the Committee, any Award under
the Plan may provide the Participant with (i) dividends or
dividend equivalents payable currently or deferred with or
without interest, and (iii) cash payments in lieu of or in
addition to an Award.
(f) The Committee shall determine the effect on an Award
of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the
period during which, the Participants legal representative,
guardian or Designated Beneficiary may receive payment of an
Award or exercise rights thereunder.
(g) In order to preserve a Participants rights under an
Award in the event of a change in control of the Company, the
Committee in its discretion may, at the time an Award is made or
at any time thereafter, take one or more of the following
actions: (i) provide for the acceleration of any time period
relating to the exercise or realization of the Award, (ii)
provide for the purchase of the Award upon the Participants
request for an amount of cash or other property that could have
been received upon the exercise or realization of the Award had
the Award been currently exercisable or payable, (iii) adjust
the terms of the Award in the manner determined by the Committee
to reflect the change in control, (iv) cause the Award to be
assumed, or new rights substituted therefor, by another entity,
or (v) make such other provision as the Committee may consider
suitable and in the best interests of the Company.
(h) The Committee may authorize the making of a loan or
cash payment to a Participant in connection with any Award under
the Plan, which loans may be secured by any security, including
Common Stock, underlying or related to such Award (provided that
no such loan shall exceed the Fair Market Value of the security
subject to such Award), and which may be forgiven upon such terms
and conditions as the Common Stock, underlying or related to such
Award (provided that no such loan shall exceed the Fair Market
Value of the security subject to such Award) , and which may be
forgiven upon such terms and conditions as the Committee may
establish at the time of such loan or at any time thereafter.
(i) Each Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes
required by law to be withheld in respect of an Award granted to
that Participant under the Plan, no later than the date of the
event creating the tax liability. In the Committees discretion,
any such tax payment obligation may be paid in whole or in part
in shares of Common Stock, including shares retained from the
Award creating the tax obligation, valued at their Fair Market
Value on the date of delivery. The Company and its Affiliates
may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the
Participant.
(k) The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award
of the same or a different type, changing the date of exercise or
converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participants consent to such action
shall be required unless the Committee determines that the
action, taking into account any related action, would not
materially and adversely affect the Participant.
Section 13. Miscellaneous
(a) No person shall have any claim or right to be granted
an Award, and the grant of an Award shall not be construed as
giving a Participant the right to continued employment. The
Company expressly reserves the right at any time to terminate a
Participant and thereupon to be free from any liability or claim
of such Participant under the Plan, except as expressly provided
in the Award theretofore granted to him or her.
(b) Subject to the provisions of any applicable Award, no
Participant or
Designated Beneficiary shall have any rights as a shareholder
with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the registered owner
thereof. A Participant to whom Common Stock is awarded shall be
considered the owner of the Stock at the time of the Award except
as otherwise provided in the applicable Award.
(c) Subject to the approval of the shareholders of the
Company, the Plan shall be effective on the Effective Date.
Prior to such approval, Awards may be made under the Plan
expressly subject to such approval.
(d) The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, subject to any shareholder
approval that the Board determines to be necessary or advisable.
(e) The Plan shall be governed by and interpreted in
accordance with the laws of Delaware.
JACKSON & NASH, LLP
330 Madison Avenue
New York, York 10017
EXHIBIT 5.1
February 20, 1998
JJFN Services, Inc.
2500 Military Trail North
Boca Raton, Florida 33431
Dear Sirs:
You have requested our opinion concerning the validity of
800,000 shares of common stock (the Shares) of JJFN Services,
Inc. (the Company) being registered by the Company under the
Securities Act of 1933 pursuant to Registration Statement on Form
S-8. The Shares are issuable on exercise of options (the Op-
tions) granted and to be granted to officers, directors, employ-
ees and consultants of the Company pursuant to the Company's 1996
Equity Incentive Plan (the Plan).
In rendering this opinion, we have examined and relied upon
the documents listed below and such other representations of
officers and directors of the Company as we have believed rele-
vant thereto:
1. The certificate of incorporation and by-laws of the
Company, as amended to date.
2. Relevant minutes of meetings and consents signed by the
directors of the Company.
3. The Registration Statement.
4. The Plan and the form of options issued thereunder.
In our examination, we have assumed the genuineness of all signa-
tures, the authenticity, accuracy and completeness of all docu-
ments submitted to us as originals, and the conformity to origi-
nal documents of all documents submitted to us as copies.
Based upon the foregoing, it is our opinion that the Shares
have been duly authorized for issuance on exercise of the
Options and, when they are issued and fully paid for in
accordance with the terms of the Options, the Shares will be
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to
the Registration Statement. Except as otherwise provided in the
foregoing, sentence, this opinion is addressed to you, may not be
relied upon by any other party, covers matters only of Delaware
corporate and Federal law, may not be quoted or reproduced or
delivered by you to any other person and may not be relied upon
for any other purposes whatsoever.
In delivering this opinion and consent, we do not admit that
we are experts (within the meaning of that term as used in Sec-
tion 11 of the Securities Act of 1933 and the regulations promul-
gated thereunder) with respect to any part of the Registration
Statement.
The information set forth herein is given as of the date of
this letter. We disclaim any undertaking to advise you of
changes which may be brought to our attention after the effective
date of the Registration Statement.
Very truly yours,
JACKSON & NASH, LLP
By:/s/Paul Decoster
A Partner
PHDC:lm
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
JJFN Services, Inc.
2500 Military Trail North
Boca Raton, Florida 333431
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated July 23,
1997 relating to the consolidated financial statements of JJFN
Services, Inc. appearing in its annual report on Form 10-K for
the year ended June 30, 1997.
Horton & Company, LLC
Wayne, New Jersey
February 20, 1998
(i)
1
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