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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1997
REGISTRATION NO. 333-24613
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DBT ONLINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
PENNSYLVANIA 6794 85-0439411
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.)
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5550 WEST FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NV 89103
(702) 257-1112
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
FRANK BORMAN
CHAIRMAN OF THE BOARD
5550 WEST FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NV 89103
(702) 257-1112
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies of all communications to:
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<S> <C> <C>
JAMES W. McKENZIE, JR. TIMOTHY M. LEONARD MORTON A. PIERCE
MORGAN, LEWIS & BOCKIUS LLP DATABASE TECHNOLOGIES, INC. DEWEY BALLANTINE
2000 ONE LOGAN SQUARE 100 E. SAMPLE ROAD, SUITE 200 1301 AVENUE OF THE AMERICAS
PHILADELPHIA, PA 19103-6993 POMPANO BEACH, FL 33064 NEW YORK, NY 10019-6092
(215) 963-5000 (954) 781-5221 (212) 259-8000
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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 any of 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. [ ]
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 filed 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. [ ]
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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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
This Amendment No. 2 is being filed to add Exhibit 99.1 to Item 16 of Part
II.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this registration statement:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------------------
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1* Form of Underwriting Agreement
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
5* Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the shares being
registered
10.1+ Employment Agreement dated March 11, 1990 between Patlex and Frank Borman
10.2+ Employment Agreement dated September 15, 1992 between Patlex and Richard Laitinen
10.3+ Employment Agreement dated September 14, 1992 between Patlex and J. Henry
Muetterties
10.4+ Security and Escrow Agreement dated September 29, 1992 between Patlex and NGN
Acquisition Corporation
10.5+ Standard Form of Licensing Agreement
10.6+ Purchase Agreement dated December 11, 1979 between Patlex and Gordon Gould
10.7+ Agreement dated January 31, 1982 among Patlex, Refac Technology Development
Corporation, Refac International Limited, Gordon Gould, NGN Acquisition Corporation
and the partnership of Lerner, David, Littenberg & Samuel
10.8+ Agreement dated October 1, 1984 among Patlex, Refac Technology Development
Corporation, East West Trade Services, Ltd. and Refac International, Ltd.
10.9+ Agreement dated 1986 among Patlex and NGN Acquisition Corporation, Gordon Gould and
Apollo Lasers, Inc.
10.10+ Letter of Clarification dated January 31, 1990 among Patlex, Gordon Gould and NGN
Acquisition Corporation
10.11+ Stock Purchase Agreement dated May 14, 1991 among Patlex, Sydney M. Irmas and
certain other shareholders
10.12** Amended and Restated Stock Option Plan
23.1++ Consent of Deloitte & Touche LLP
23.2++ Consent of Ahearn, Jasco + Company, P.A.
23.3++ Consent of Ernst & Young LLP
23.4* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5)
24 Powers of Attorney (included on the signature page)
99.1 Appendix: Description of Image Material under Rule 304 of Reg. S-T.
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- ---------------
* To be filed by amendment.
** Incorporated by reference to the Company's Registration Statement on Form S-4
(File No. 333-2000).
+ Incorporated by reference to the Form 10-KSB of Patlex Corporation for the
year ended June 30, 1995.
++ Previously filed.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pompano Beach, Florida
on May 12, 1997.
DBT ONLINE, INC.
By: /s/ HANK ASHER
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Hank Asher
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
NAME CAPACITY DATE
- --------------------------------------------- ----------------------------- -------------
<S> <C> <C>
* Chairman of the Board of May 12, 1997
- --------------------------------------------- Directors
Frank Borman
/s/ HANK ASHER President, Chief Executive May 12, 1997
- --------------------------------------------- Officer and Director
Hank Asher (Principal Executive Officer)
/s/ THOMAS L. SIMPSON Chief Operating Officer and May 12, 1997
- --------------------------------------------- Director
Thomas L. Simpson
* Director May 12, 1997
- ---------------------------------------------
Charles A. Asher
* Director May 12, 1997
- ---------------------------------------------
Gary E. Erlbaum
* Director May 12, 1997
- ---------------------------------------------
Jack Hight
* Director May 12, 1997
- ---------------------------------------------
Kenneth G. Langone
* Director May 12, 1997
- ---------------------------------------------
Eugene L. Step
* Director May 12, 1997
- ---------------------------------------------
Sari Zalcberg
/s/ TIMOTHY M. LEONARD Vice President, Finance, May 12, 1997
- --------------------------------------------- Treasurer and Chief
Timothy M. Leonard Financial Officer (Principal
Financial and Accounting
Officer)
*By: /s/ THOMAS L. SIMPSON May 12, 1997
----------------------------------------
Thomas L. Simpson
Attorney in Fact
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II-2
<PAGE> 1
EXHIBIT 99.1
APPENDIX: DESCRIPTION OF IMAGE MATERIAL
UNDER RULE 304 OF REG. S-T
The following is a description of the image material that appears on page 2
of the Prospectus contained in the Registration Statement. It is being filed as
an Appendix under Rule 304 of Regulation S-T.
[This page of the Prospectus contains at the top a picture of the first
four pages of a sample report that details information on a fictional person.
Below the report is a picture of a computer monitor with a screen showing the
Company's HTML-based delivery method for accessing its AutoTrack Plus+ product
and two additional sample screens. The following text appears to the right of
the computer monitor in large type: "INSTANT ON-LINE ACCESS TO BILLIONS OF
RECORDS." The following text appears below the computer monitor in small type:
"The above is representative of reports available via the Company's intranet
HTML-based delivery system which the Company expects to release later in 1997.
The report contains fictional information for sample purposes only. Any
correlation with actual persons is unintentional." Beside that text appears the
following in large type: "DBT ONLINE."]
