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As filed with the Securities and Exchange Commission on November 30, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DBT ONLINE, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 85-0439411
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
(702) 257-1112
(Address of principal executive offices)
DBT Online, Inc. Amended and Restated Stock Option Plan
DBT Online, Inc. Deferred Compensation Plan for Directors
(Full title of the plans)
Timothy M. Leonard
Vice President and Chief Financial Officer
DBT Online, Inc.
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
(Name and address of agent for service)
(702) 257-1112
(Telephone number, including area code, of agent for service)
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COPY TO:
JAMES W. MCKENZIE, JR.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-4852
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (4) offering price (4) registration fee (5)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 (2) $17.1875 $53,281,250.00 $14,812.19
par value $.10 per share 100,000 (3)
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</TABLE>
(1) This registration statement covers shares of Common Stock of DBT Online,
Inc. which may be offered or sold pursuant to the Amended and Restated
Stock Option Plan and the Deferred Compensation Plan for Directors.
Pursuant to Rule 457(h)(2), no separate registration fee is required with
respect to the interests in the plans. This registration statement also
relates to an indeterminate number of shares of Common Stock that may be
issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416.
(2) Represents shares of Common Stock of DBT Online, Inc. which may be offered
or sold pursuant to the Amended and Restated Stock Option Plan.
(3) Represents shares of Common Stock of DBT Online, Inc. which may be offered
or sold pursuant to the Deferred Compensation Plan for Directors.
(4) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee based upon the average of the
reported high ($17.25) and low ($17.125) sales prices for Common Stock on
November 27, 1998, as reported on the New York Stock Exchange.
(5) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000278.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by DBT Online, Inc. (the "Company")
with the Securities and Exchange Commission, are incorporated by reference in
this Registration Statement and made a part hereof:
(a) The Company's latest annual report, filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Common Stock of the Company contained in a
registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or 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 Registration Statement.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law of 1988
provides the Company the power to indemnify any officer or director acting in
his capacity as a representative of the Company who was or is a party or is
threatened to be made a party to any action or proceeding against expenses,
judgments, penalties, fines, and amounts paid in settlement in connection with
such action or proceeding whether the action was instituted by a third party or
arose by or in the right of the Company. Generally, the only limitation on the
ability of the Company to indemnify its
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officers and directors is if the act violates a criminal statute or if the act
or failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.
The Bylaws of the Company provide a right to indemnification to the
full extent permitted by law, for expenses (including attorney's fees), damages,
punitive damages, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by any director or officer whether or not the
indemnified liability arises or arose from any threatened, pending or completed
proceeding by or in the right of the Company (a derivative action) by reason of
the fact that such director or officer is or was serving as a director, officer
or employee of the Company or, at the request of the Company, as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless the act
or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness.
The Bylaws of the Company provide for the advancement of expenses to an
indemnified party upon receipt of an undertaking by the party to repay those
amounts if it is finally determined that the indemnified party is not entitled
to indemnification.
The Bylaws of the Company authorize the Company to take steps to ensure
that all persons entitled to indemnification are properly indemnified,
including, if the Board so determines, purchasing and maintaining insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
EXHIBIT
NUMBER EXHIBIT
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within
Exhibit 5.1).
99.1 DBT Online, Inc. Amended and Restated Stock Option Plan
(incorporated by reference from Exhibit 99.1 to the Registration
Statement on Form S-8 No. 333-41313 dated December 1, 1997).
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 of 1933;
(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; and
(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) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
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filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 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, 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 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, as amended,
the Registrant 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 Las Vegas, Nevada on November 30, 1998.
DBT ONLINE, INC.
By: /s/ Timothy M. Leonard
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Timothy M. Leonard
Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles A. Lieppe and Timothy M. Leonard
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, as amended,
this Registration Statement has been signed below 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/ Frank Borman Chairman of the Board November 30, 1998
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Frank Borman
/s/ Charles A. Lieppe President, Chief Executive Officer November 30, 1998
- ------------------------------------------ and Director (principal executive
Charles A. Lieppe officer)
/s/ Timothy M. Leonard Vice President and Chief Financial November 30, 1998
- ------------------------------------------ Officer (principal financial and
Timothy M. Leonard accounting officer)
/s/ C. Garry Betty Director November 30, 1998
- ------------------------------------------
C. Garry Betty
/s/ Gary E. Erlbaum Director November 30, 1998
- ------------------------------------------
Gary E. Erlbaum
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Jack Hight Director November 30, 1998
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Jack Hight
/s/ Kenneth G. Langone Director November 30, 1998
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Kenneth G. Langone
Director
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Bernard Marcus
/s/ Andrall E. Pearson Director November 30, 1998
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Andrall E. Pearson
/s/ Thomas J. Quarles Director November 30, 1998
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Thomas J. Quarles
/s/ Eugene L. Step Director November 30, 1998
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Eugene L. Step
/s/ Sari Zalcberg Director November 30, 1998
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Sari Zalcberg
</TABLE>
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DBT ONLINE, INC.
INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT
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5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Deloitte & Touche LLP.
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EXHIBIT 5.1
November 30, 1998
DBT Online, Inc.
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
Ladies and Gentlemen:
We have acted as counsel to DBT Online, Inc., a Pennsylvania corporation (the
"Company"), in connection with the registration of up to 3,100,000 shares (the
"Shares") of its Common Stock, $.10 par value per share (the "Common Stock"), on
a registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933, as amended (the "Act"). Of the 3,100,000
Shares covered by this Registration Statement, 3,000,000 Shares will be issued
pursuant to the Company's Amended and Restated Stock Option Plan, and 100,000
Shares will be issued pursuant to the Company's Deferred Compensation Plan for
Directors (collectively, the "Plans").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plans, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
DBT Online, Inc. on Form S-8 of our reports dated March 11, 1998 appearing in
the Annual Report on Form 10-K of DBT Online, Inc. for the year ended December
31, 1997 and to the reference to us under the heading "Experts" in this
Registration Statement.
DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
November 30, 1998
