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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DBT ONLINE, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 85-0439411
--------------------------------- -------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
CERTAIN OPTIONS ISSUED BY DBT ONLINE, INC. TO
A FORMER EMPLOYEE OF I.R.S.C., INC.
J. HENRY MEUTTERTIES
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
4530 BLUE LAKE ROAD
BOCA RATON, FLORIDA 33431
(Name and address of agent for service)
(561) 982-5000
(Telephone number of agent for service)
---------------
COPIES TO:
JOHN S. FLETCHER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
5300 FIRST UNION FINANCIAL CENTER
200 S. BISCAYNE BLVD.
MIAMI, FLORIDA 33131-2339
(305) 579-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share 47,772 $17.59 $840,309.48 $221.84
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated solely for the purpose of this offering under Rule 457(g) of
the Securities Act of 1933 on the basis of the high and low prices per
share of Common Stock of DBT Online, Inc. on April 5, 2000, as
reported by the New York Stock Exchange.
This Registration Statement on Form S-8 (the "Registration Statement")
filed by DBT Online, Inc. (the "Registrant") relates to 47,772 shares (the
"Shares") of the Registrant's Common Stock, par value $0.10 per share (the
"Common Stock"), issuable upon the exercise of certain options (the "Options")
granted under the Options issued by the Registrant to a former employee of
I.R.S.C. Inc.
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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 the Registrant with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement:
(a) Annual Report on Form 10-K, filed with the Commission on March 10,
2000, for the fiscal year ended December 31, 1999;
(b) Current Report on Form 8-K, filed with the Commission on February
15, 2000;
(c) Quarterly Report on Form 10-Q/A, filed with the Commission on March
7, 2000; and
(d) The description of the Common Stock of the Registrant set forth in
the "Description of Securities" included in the Registration Statement on Form
8-A filed with the Commission effective on September 5, 1997.
All reports and other documents filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, after the date of this registration statement and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or that 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 a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
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
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of the Company. Generally, the only limitation on the ability of the Company to
indemnify its 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 my 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 of the 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 exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Exhibit
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5 Opinion of Morgan, Lewis & Bockius LLP regarding
legality of securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Corbin & Wertz
23.3 Consent of Morgan, Lewis & Bockius LLP
(included in its opinion filed as Exhibit 5)
ITEM 9. UNDERTAKINGS.
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 to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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 subparagraphs (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 subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are
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incorporated by reference in this 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.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to 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 herein 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 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, the
registrant certifies that it 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 Boca Raton, the State of Florida, on the 6th day of
April, 2000.
DBT ONLINE, INC.
By: /s/ Ronald A. Fournet
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Ronald A. Fournet
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald A. Fournet such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, any and all amendments thereto
(including post-effective amendments), any subsequent Registration Statements
pursuant to Rule 462 of the Securities Act of 1933, as amended, and any
amendments thereto and to file the same, with exhibits and schedules thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, to this Registration Statement and any other registration statement
for the same offering filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing necessary or desirable 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 attorney-in-fact and agent, or his substitute, 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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ronald A. Fournet
- ----------------------------------- President and Chief Executive Officer April 6, 2000
Ronald A. Fournet (Principal Executive Officer)
/s/ Frank Borman April 6, 2000
- ----------------------------------- Chairman of the Board of Directors
Frank Borman
/s/ Judith Brown
- ----------------------------------- Controller April 6, 2000
Judith Brown (Principal Financial Officer)
- ----------------------------------- Director April , 2000
Charles G. Betty
/s/ Gary E. Erlbaum
- ----------------------------------- Director April 6, 2000
Gary E. Erlbaum
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Jerold E. Glassman
- ----------------------------------- Director April 6, 2000
Jerold E. Glassman
- ----------------------------------- Director April , 2000
Kenneth G. Langone
/s/ Bernard Marcus
- ----------------------------------- Director April 6, 2000
Bernard Marcus
/s/ Andrall E. Pearson
- ----------------------------------- Director April 6, 2000
Andrall E. Pearson
/s/ Eugene L. Step
- ----------------------------------- Director April 6, 2000
Eugene L. Step
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5 Opinion of Morgan, Lewis & Bockius LLP regarding
legality of securities being registered
23.1 Consent of Deloitte and Touche LLP
23.2 Consent of Corbin & Wertz
23.3 Consent of Morgan, Lewis & Bockius LLP (included in
its opinion filed as Exhibit 5)
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Exhibit 5
[On Morgan, Lewis & Bockius LLP Letterhead]
April 6, 2000
DBT Online, Inc.
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
RE: DBT Online, Inc. - Registration Statement On Form S-8
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Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), and the rules and regulations promulgated thereunder.
The Registration Statement related to 47,772 shares of Common Stock, par value
$0.10 per share (the "Common Stock"), of DBT Online, Inc. (the "Company"), which
may be issued pursuant to that certain option agreement entered into between the
Company and a certain former employee of I.R.S.C., Inc. ("IRSC") in connection
with the merger of IRSC with and into the Corporation.
As counsel for the Company, we have examined the Company's Articles of
Incorporation, as amended, Bylaws, as amended, minutes and such other documents,
and have made such inquiries of the Company's officers, as we have deemed
appropriate. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.'
Based upon the foregoing, it is our opinion that the Company's Common Stock,
upon issuance in accordance with the terms of the Options, will be validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the ion Statement.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
DBT Online, Inc. and subsidiaries:
We consent to the incorporation by reference in this Registration Statement of
DBT Online, Inc. on Form S-8 of our reports dated March 6, 2000 on the
consolidated financial statements and related financial statement schedules,
appearing in the Annual Report on Form 10-K of DBT Online, Inc. and subsidiaries
for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Fort Lauderdale, Florida
April 6, 2000
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
DBT Online, Inc.
We have issued our report dated August 12, 1999 regarding the consolidated
financial statements of I.R.S.C., Inc. and subsidiaries as of December 31, 1998
and for each of the two years in the period then ended, appearing in the Annual
Report on Form 10-K of DBT Online, Inc. for the year ended December 31, 1999,
which is incorporated by reference in this Registration Statement on Form S-8.
We consent to the incorporation by reference of said report in this
Registration Statement.
/s/ Corbin & Wertz
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CORBIN & WERTZ
Irvine, California
April 6, 2000
