<PAGE> 1
As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
on Form S-3
Under
THE SECURITIES ACT OF 1933
-----------------------
DBT ONLINE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Pennsylvania 6794 85-0439411
<S> <C> <C>
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.)
</TABLE>
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)
-----------------------
Copies of all communications to:
<TABLE>
<CAPTION>
JAMES W. McKENZIE, JR. TIMOTHY M. LEONARD MORTON A. PIERCE
<S> <C> <C>
Morgan, Lewis & Bockius LLP DBT Online, 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
</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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, 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. /X/ 333-24613
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
maximum maximum
Title of each class of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per unit(2) offering price(2) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value......... 345,000 $41.25 $14,231,250 $4,312.50
============================================================================================================
</TABLE>
(1) Includes 45,000 shares which the Underwriters will have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
-----------------------
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.
<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-3 filed by DBT
Online, Inc. (the "Company") with the Securities and Exchange Commission (File
No. 333-24613) pursuant to the Securities Act of 1933, as amended, are
incorporated by reference into this Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-24613 are incorporated by reference into, and shall be deemed
a part of this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-24613. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference.
Exhibit
Number Description
5* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Deloitte & Touche LLP
23.2* Consent of Ahearn, Jasco + Company P.A.
23.3* Consent of Ernst & Young LLP
24.1 Power of Attorney (Exhibit 24.1)(1)
- -------------------------
* Filed herewith
(1) Included on signature pages to Registration Statement on Form S-3 (File
No. 333-24613) filed with the Commission on April 4, 1997.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement pursuant to
Rule 462(b) to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pompano Beach, Florida on May 29, 1997.
DBT ONLINE, INC.
By: /s/ Timothy M. Leonard
-----------------------------
Timothy M. Leonard
Vice President, Finance, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement pursuant to Rule 462(b) has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
* Chairman of the Board of
- ----------------------------- Directors May 29, 1997
Frank Borman
* President, Chief Executive
- ----------------------------- Officer and Director May 29, 1997
Hank E. Asher
* Chief Operating Officer and
- ----------------------------- Director May 29, 1997
Thomas L. Simpson
* Director May 29, 1997
- -----------------------------
Charles A. Asher
* Director May 29, 1997
- -----------------------------
Gary E. Erlbaum
* Director May 29, 1997
- -----------------------------
Jack Hight
* Director May 29, 1997
- -----------------------------
Kenneth G. Langone
* Director May 29, 1997
- -----------------------------
Sari Zalcberg
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Timothy M. Leonard Vice President, Finance, May 29, 1997
- ----------------------------- Treasurer and Chief
Timothy M. Leonard Financial Officer
* Director May 29, 1997
- ----------------------------
Eugene L. Step
* By: /s/ Timothy M. Leonard May 29, 1997
- ----------------------------
Timothy M. Leonard
Attorney in Fact
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION OF MORGAN, LEWIS & BOCKIUS LLP
May 29, 1997
DBT Online, Inc.
5550 West Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
RE: DBT Online, Inc. -- Registration Statement on Form S-3
------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for DBT Online, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (Registration No. 333-24613 (the "Initial
Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
a second Registration Statement on Form S-3 to be filed pursuant to Rule 462(b)
promulgated under the Securities Act (the "Rule 462(b) Registration Statement"
and together with the Initial Registration Statement, the "Registration
Statements") relating to the public offering of up to 345,000 shares of the
Company's common stock, $.10 par value (the "Common Stock"), including 45,000
shares purchasable by the underwriters upon exercise of their over-allotment
option.
In rendering the opinion set forth below, we have reviewed (a) the
Registration Statement and the exhibits thereto; (b) the Company's Restated
Certificate of Incorporation, as amended; (c) the Company's By-Laws; (d)
certain records of the Company's corporate proceedings as reflected in its
minute books; and (e) such statutes, records and other documents as we have
deemed relevant. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as copies
thereof. In addition, we have made such other examinations of law and fact as
we have deemed relevant in order to form a basis for the opinion hereinafter
expressed. Our opinion set forth below is limited to the Business Corporation
Law of the Commonwealth of Pennsylvania.
Based upon the foregoing, we are of the opinion that the Selling
Shareholder Shares are validly issued, fully paid and nonassessable, and the
Company Shares, upon issuance by the Company in the manner and for the
consideration contemplated in the Registration Statement, will be validly
issued, fully paid and nonassessable.
<PAGE> 2
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the references to this Firm under the caption
"Legal Matters" included in the Initial Registration Statement and incorporated
by reference into the Rule 462(b) Registration Statement. In giving such
consent, we do not thereby admit that we are acting within the category of
persons whose consent is required under Section 7 of the Act and the rules and
regulations of the Securities and Exchange Commission thereunder.
The opinion expressed herein is solely for your benefit and may be
relied upon only by you.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
DBT Online, Inc. on Form S-3 of our report dated March 26, 1997, relating to the
consolidated financial statements of DBT Online, Inc. and subsidiaries as of and
for the years ended December 31, 1996 and 1995, appearing in the Prospectus,
which is part of Registration Statement No. 333-24613 (the "Initial Registration
Statement"), and of our report dated March 26, 1997, relating to the
consolidated financial statement schedule for the years ended December 31, 1996
and 1995, incorporated by reference in the Initial Registration Statement.
We also consent to the reference to us under the heading "Experts" in the
Initial Registration Statement and the incorporation by reference of such
reference to us into this Registration Statement.
DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
May 28, 1997
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
DBT Online, Inc. on Form S-3 of our report dated January 20, 1995, relating to
the financial statements of Database Technologies, Inc. for the year ended
December 31, 1994, appearing in the Prospectus, which is part of Registration
Statement No. 333-24613 (the "Initial Registration Statement"), and of our
report dated January 20, 1995, relating to the financial statement schedule for
the year ended December 31, 1994, incorporated by reference in the Initial
Registration Statement.
We also consent to the reference to us under the heading "Experts" included in
the Initial Registration Statement and the incorporation by reference of such
reference to us into this Registration Statement.
AHEARN, JASCO + COMPANY, P.A.
Pompano Beach, Florida
May 28, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to Registration Statement No. 333-24613 which is incorporated by reference
herein and to the use of our report dated August 9, 1996, with respect to the
financial statements of Patlex Corporation included in DBT Online, Inc.'s filing
on Form 8-K/A-1 dated November 4, 1996, filed with the Securities and Exchange
Commission, incorporated by reference into Amendment No. 3 to Registration
Statement No. 333-24613 and this Registration Statement.
ERNST & YOUNG LLP
Chicago, Illinois
May 28, 1997
