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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1998
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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H.T.E., INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2133858
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1000 BUSINESS CENTER DRIVE
LAKE MARY, FLORIDA 32746
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(Address of Principal Executive Offices)
EXECUTIVE STOCK OPTION AGREEMENT
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(Full title of the Plans)
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DENNIS J. HARWARD
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
H.T.E., INC.
1000 BUSINESS CENTER DRIVE
LAKE MARY, FLORIDA 32746
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(Name and address of agent for service)
(407) 304-3235
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(Telephone number, including area code, of agent for service)
Copy to:
Sandra C. Gordon, Esq.
Greenberg Traurig, P.A.
111 North Orange Avenue, Suite 2050
Orlando, Florida 32801
(407) 420-1000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered(1) per share (2) offering price (1) registration fee
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Common stock,
$.01 par value........ 86,000 shares $.906 $77,916 $22.99
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(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar transactions.
(2 Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h).
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PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document containing the information specified in Part I of Form S-8
will be sent or given to optionee under a Stock Option Agreement dated July 1,
1996 (the "Option Agreement") as specified by Rule 428(b) (1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such document is not being filed
with the Commission, but constitutes (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Par II hereof)
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus), other documents
required to be delivered to optionee pursuant to Rule 428(b) or additional
information about the Option Agreement and its administrators are available
without charge by contacting:
H.T.E., Inc.
1000 Business Center Drive
Lake Mary, Florida 32746
Attention: Corporate Secretary
(407) 304-3235
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and may be used for reoffers or resales of the shares of Common Stock
(as hereinafter defined) of the Company acquired by the person named therein
pursuant to the Option Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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REOFFER PROSPECTUS
H.T.E., INC.
86,000 SHARES COMMON STOCK ($.01 PAR VALUE)
ISSUED PURSUANT TO A STOCK OPTION AGREEMENT
This Reoffer Prospectus (the "Prospectus") is being used in connection
with the reoffer or resale from time to time of up to 86,000 shares (the
"Shares") of common stock, $.01 par value ("Common Stock") of H.T.E., Inc., a
Florida corporation (the "Company" or "HTE") by Daniel E. Catan, an executive
officer of the Company (named under the caption and hereafter referred to as
"Selling Shareholder") who may acquire the Shares pursuant to a stock option
agreement between the Selling Shareholder and the Company dated July 1, 1996
(the "Option Agreement").
THE SELLING SHAREHOLDER IS SUBJECT TO A LOCK-UP AGREEMENT UNDER WHICH
HE MAY NOT SELL ANY OF THE SHARES UNTIL JANUARY 1999; HOWEVER, AFTER EXPIRATION
OF THE LOCK-UP, THERE IS NO ASSURANCE THAT THE SELLING SHAREHOLDER WILL SELL ANY
OR ALL OF THE SHARES.
Upon expiration of the lock-up agreement, the Selling Shareholder may
sell the Shares from time to time in one or more transactions (which may involve
one or more block transactions) on the Nasdaq National Market ("Nasdaq NMS"), in
sales occurring in the public market off the Nasdaq NMS, in privately negotiated
transactions (including sales pursuant to pledges), or in a combination of such
transactions. Each sale may be made either at market prices prevailing at the
time of such sale, at negotiated prices or at fixed prices, which may be
changed. Some or all of the Shares may be sold through brokers acting on behalf
of the Selling Shareholder or to dealers for resale by such dealers; and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts, fees or commissions from the Selling Shareholder and/or
the purchasers of such Shares for whom they may act as broker or agent (which
discounts, fees or commissions may be in excess of those customary in the type
of transaction involved). However, any Shares covered by this Prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act") may be sold under Rule 144 rather than pursuant
to this Prospectus.
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions and other selling
expenses incurred by the Selling Shareholder will be borne by such Selling
Shareholder. The Shares are being sold by the Selling Shareholder acting as
principal for his own account. The Company will not be entitled to any of the
proceeds from such sales, although the Company will receive payment upon
exercise of options under which Shares are acquired for cash by the Selling
Shareholder.
The Selling Shareholder and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Shareholder may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any profit on the sale of any or all of
the Shares by them and any discounts or concessions received by any such brokers
or dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.
The Common Stock is traded on the Nasdaq NMS under the symbol "HTEI."
On August 17, 1998, the closing price of the Common Stock as reported on the
Nasdaq NMS was $12.50 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 8 HEREOF FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE COMMON STOCK.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 26, 1998.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
ANY OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVER OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
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Page
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Available Information.............................................................................................3
Incorporation Of Certain Documents By Reference...................................................................4
The Company.......................................................................................................5
Risk Factors......................................................................................................8
Use Of Proceeds..................................................................................................14
Selling Shareholder..............................................................................................14
Plan Of Distribution.............................................................................................14
Legal Matters....................................................................................................15
Experts..........................................................................................................15
Special Note Regarding Forward-Looking Statements................................................................15
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, the Company files reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission"). The
Company has also filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended (the "Securities Act") with respect
to the Common Stock to which this Prospectus relates. This Prospectus does not
contain all of the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements contained in this Prospectus concerning the provisions of
any document are not necessarily complete and, in each instance, reference is
hereby made to the copy of the document filed as an exhibit to the registration
statement.
The registration statement described above, its exhibits, and the
reports, proxy statements, and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at 7 World Trade Center,
13th Floor, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained by mail at
prescribed rates from the Commission's Public Reference Section at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material may also
be accessed at the Commission's home page or the Internet at http:/www.sec.gov.
The Common Stock is listed on the Nasdaq NMS, and reports, proxy statements, and
other
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information concerning the Company may also be inspected at the offices of
the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. The Company's annual report on Form 10-K for the fiscal year ended
December 31,1997;
2. The Company's Quarterly Reports on Form 10-Q for the three months
ended March 31, 1998 and the six months ended June 30, 1998;
3. All Current Reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997, consisting
of the Company's Current Reports on Form 8-K filed February 12,
1998, June 12, 1998 and amendment thereto filed on June 24, 1998,
and August 19, 1998;
4. The Company's Definitive Proxy Statement for the 1998 Annual
Shareholder's Meeting filed April 17, 1998 pursuant to Section 14
of the Exchange Act; and
5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A and any amendments to
such descriptions in such Registration Statement.
In addition, all other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering shall be deemed
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified shall not
be deemed to constitute a part of this Prospectus except as so modified, and any
statement so superseded shall not be deemed to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all documents incorporated by referenced into this
Prospectus except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to Investors Relations, H.T.E., Inc., 1000 Business
Center Drive, Lake Mary, Florida 32746, telephone number (407) 304-3235.
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THE COMPANY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO APPEARING
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE.
The Company develops, markets, implements and supports fully integrated
enterprise-wide software applications designed specifically for public sector
organizations, including state, county and city governments and other municipal
agencies and for public and private utilities. For over 16 years, the Company
has strategically focused on providing software applications exclusively to
public sector organizations and utilities, and therefore has established itself
as a leading provider of software solutions to those markets. HTE's fully
integrated enterprise-wide software applications are designed to fulfill the
specific functional requirements of the public sector marketplace, such as
improvement of delivery of services, reduction of costs, enhancement of revenue
collection, operation within budgetary constraints, compliance with government
regulations and improvement of overall operating efficiencies. The Company's
Total Enterprise Solution currently includes more than 50 applications
addressing five functional areas: financial management, community services,
public safety and justice, education and utility management. The Company's
products operate as integrated suites or as stand-alone applications and
function with a variety of computer and network hardware, operating systems,
database software and desktop applications provided by other vendors. As part of
its strategy to provide a completely integrated solution to its customers, the
Company also provides a variety of related services, including consulting,
implementation, education and training, and the provision and configuration of
hardware systems.
The public sector marketplace is composed of state, county and city
governments, other municipal agencies and publicly owned utilities. Like many
private sector businesses, public sector organizations are facing increasing
pressure to improve delivery of services while striving to control and reduce
costs and generate additional revenues. In response, public sector organizations
are employing information technology ("IT") solutions in an effort to streamline
and automate administrative processes, improve timeliness and quality of
services and generally enhance operating efficiencies. In 1996, state and local
government agencies spent approximately $34.5 billion on IT and related
products, which is expected to grow to $45.0 billion by 2001 according to G2
Research, Inc. The estimated total for 2001 includes approximately $8.0 billion
for software, $12.3 billion for external services and $8.4 billion for hardware.
Certain IT issues facing state and local governments also impact utilities, many
of which are owned by municipalities. Consequently, utilities are under pressure
to retain their customer bases and focus their efforts on enhancing service
levels, improving operating practices and reducing costs. However, current
software solutions have not been able to meet the needs of public sector
organizations because they are typically not enterprise-wide, do not share
information among various public sector departments and are not designed
specifically for use by public sector organizations. As public sector
organizations reengineer their practices and strive to become more efficient,
they seek comprehensive, fully-functional solutions from a single source which
enable them to meet their particular needs.
Historically, local governments and utility companies utilized
computerized operations management systems principally based on mainframe and
mini-computers running customized proprietary software. These legacy systems
have a limited ability to operate with other software applications, systems and
resources and are often difficult and expensive to maintain, upgrade and modify.
Budget constraints and other factors have caused public sector organizations to
lag private sector companies in the adoption of newer, open-architecture
client/server systems. However, the need to integrate mission-critical functions
is now driving these
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organizations to replace their legacy systems and more recently acquired point
solutions with more technologically advanced, integrated and complete software
solutions.
HTE offers fully integrated enterprise-wide software solutions designed
to automate and integrate the operations of public sector organizations. The
applications in the Financial Management System are based on government fund
accounting and provide integrated financial management functions including
general ledger, budgeting, purchasing and asset management. The Community
Services System provides a centralized land and location database solution which
expedites access to property data, building permits, planning and zoning
processes, business license information, property appraisals and assessments,
and tax and billing collections. The Public Safety and Justice System offers a
complete solution from dispatch to adjudication through an integrated suite of
applications which provides immediate field access to vital information. The
Utility Management System facilitates electric, water, gas and other utility
services by automating tasks such as customer location maintenance, meter
reading maintenance, bill processing, delinquencies, penalties, refunds and
write-offs. The Education System provides integrated financial management
functions and scheduling functions for school districts (grades K through 12).
All of the Company's applications are designed to work together seamlessly and
allow users to share functions and eliminate redundant data and repetitive
tasks.
As part of HTE's strategy to provide a completely integrated solution
to its customers, the Company also provides a variety of related services,
including maintenance, system planning and implementation, project management,
education and training, the provision and configuration of hardware systems, and
custom applications analysis, design and development. The Company's focus on the
public sector and utility markets has allowed it to develop significant
expertise regarding public sector organizations and to design comprehensive
solutions that address the specific needs of these organizations. The Company
markets and sells its products primarily through a direct sales force operating
out of various locations. As of June 30, 1998, the Company had more than 1,600
customers in the U.S., Caribbean, United Kingdom and Canada, including
installations in all 50 states.
The Company's objective is to be the leading provider of
enterprise-wide IT solutions to the public sector and utility markets. The
Company seeks to accomplish this objective by: (i) promoting integrated
enterprise-wide solutions thereby enabling it to sell additional products to
customers who have only a few of the Company's applications or who prefer
products which may be easily integrated with other applications in the future;
(ii) capitalizing on its public sector and utilities expertise to enhance sales
in existing markets and expanding into new market segments, such as foreign
governments and educational institutions; (iii) aggressively pursuing
acquisition opportunities in the highly fragmented public sector vendor market;
(iv) continuing to develop new applications and incorporate new product
functionality into business solutions that can operate effectively regardless of
the customer's platform preference; and (v) increasing market penetration and
expanding its geographic markets by increasing the size of its sales force and
augmenting its collaborative relationships with customers.
RECENT ACQUISITIONS
In December 1997, the Company purchased the assets of Kb Systems, Inc.
("Kb") for $400,000 in cash and the payment of a continuing royalty on license
fees over a five-year period. For its fiscal year ended June 30, 1997, Kb had
revenues of approximately $1.4 million. As of the date of the acquisition, Kb
had approximately 150 customers. The Kb software applications have enabled the
Company to expand its penetration into governmental tax departments by adding
property appraisal and assessment applications to its traditional tax billing
and collection capability.
In January 1998, the Company purchased the assets of JALAN, Inc.
("JALAN") for approximately $1.7 million in cash. For its fiscal year ended
September 30, 1997, JALAN had revenues of approximately $2.5 million. As of the
date of the acquisition, JALAN had 18 employees and approximately 120 customers
in 32 states. The JALAN software applications track inmate information for
jails, case status for courts, defendant case information for district
attorneys' and public defenders' offices, civil papers for sheriff departments,
case information for the probation system and claims for victim compensation.
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In April 1998, the Company completed a pooling of interests acquisition
of Phoenix Systems, LLC ("Phoenix") for 272,036 shares of Common Stock valued at
$3.0 million on or about the closing date. As of the date of the acquisition,
Phoenix had 22 employees and approximately 70 customers. The Phoenix software
applications encompass a complete suite of integrated Windows NT software
products targeted towards financial management and student administration for
school districts (grades K through 12).
In June 1998, the Company completed a pooling of interests acquisition
of UCS, Inc., ("UCS") for 1,120,000 shares of Common Stock valued at $15.0
million as of the April 1998 agreement valuation date. For its fiscal year ended
December 31, 1997, UCS had revenues of approximately $10.0 million. As of the
date of the acquisition, UCS had approximately 130 employees in its Ft.
Lauderdale, Florida, Golden, Colorado and Vienna, Virginia offices and more than
200 customers throughout the United States. UCS is a leading mobile work force
automation provider of field-based reporting software. UCS's products and
services are utilized by federal, state, county and city government agencies, as
well as police and fire departments. UCS mobile data software enables law
enforcement officials to utilize HTE software through the entire criminal
justice process -- from the first point of contact with a suspect in the field
through the judicial system and throughout the incarceration period.
In July 1998, the Company entered into a letter of intent to acquire
the assets of Vanguard Management & Information Systems, Inc. ("Vanguard") for
$400,000 in cash and the payment of continuing royalties over a five-year
period. Subject to completion of due diligence and the execution of a definitive
purchase agreement, the acquisition is expected to close in the quarter ending
September 30, 1998. Vanguard provides professional management services and
software applications to trial courts and other judicial agencies. The Company
expects the acquisition to expand its justice system product line, enhance its
UNIX client/server offerings, and permit it to respond to proposals for large
scale court administration systems.
Over the past five years, the Company has supplemented its internal
growth with nine acquisitions, four of which have occurred since June 1997. The
Company intends to continue its growth strategy and expects growth from
acquisitions to complement internally generated growth. The Company views
acquisitions as a means of acquiring technology and industry expertise, thereby
expanding the variety of enterprise-wide software applications the Company
offers for sale and servicing, broadening its customer base and expanding
internationally. The Company believes that the public sector application vendor
market is highly fragmented with many small point solution companies and that
the industry is currently entering a period of consolidation. The Company
intends to pursue acquisition opportunities which accomplish its objective of
becoming the leading provider of enterprise-wide IT solutions to the public
sector.
The Company's principal executive offices are located at 1000 Business
Center Drive, Lake Mary, Florida 32746 and its telephone number is (407)
304-3235.
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RISK FACTORS
IN CONSIDERING MATTERS SET FORTH IN THIS PROSPECTUS, PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AS WELL AS OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE DISCUSSION IN THIS
PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS PROSPECTUS
SHOULD BE READ AS BEING APPLICABLE TO ALL FORWARD-LOOKING STATEMENTS WHEREVER
THEY APPEAR IN THIS PROSPECTUS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE
TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW, AS WELL AS THOSE DISCUSSED
ELSEWHERE HEREIN. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS" ON
PAGE 15 OF THIS PROSPECTUS.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's revenues and operating results are subject to quarterly
and other fluctuations resulting from a variety of factors, including the
budgeting and purchasing practices of its customers, the length of customer
evaluation processes for the Company's solutions and the timing of customer
system conversions. Because a substantial portion of revenues may not be
generated until the end of each quarter, the Company may not be able to adjust
or reduce spending in response to sales shortfalls or delays. In addition, the
Company's expense levels are based, in significant part, on the Company's
expectations of future revenues and are therefore relatively fixed in the short
term. If revenues fall below expectations, net income is likely to be adversely
affected. These factors can cause significant variations in operating results
from quarter to quarter. The Company believes that quarter to quarter
comparisons of its financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance.
RISKS ASSOCIATED WITH PUBLIC SECTOR MARKET
Substantially all of the Company's revenues to date have been
attributable to sales of software and services rendered to state, county and
city governments, other municipal agencies and publicly owned utilities. The
Company expects that sales to public sector customers will continue to account
for substantially all of the Company's revenues in the future. The sales cycle
associated with the purchase of the Company's products is typically complex,
lengthy and subject to a number of significant risks, including customers'
budgetary constraints and governmental acceptance reviews over which the Company
has little or no control.
For each contract with a public sector customer, the Company is
typically subject to a protracted procurement process. The process can include a
detailed written response to the demonstrations, the design of software that
addresses customer-specified needs, the integration of Company and third party
products, political influences, award protests initiated by unsuccessful bidders
and changes in budgets or appropriations which are beyond the Company's control.
Contracts with public sector customers are typically subject to procurement
policies which may be onerous and may include profit limitations and rights of
the agency to terminate for convenience or if funds are unavailable. Some public
sector customers require liquidated damages for defective products and/or for
delays or interruptions caused by system failures. Payments under some public
sector contracts are subject to achieving implementation milestones, and the
Company has had, and may in the future have, differences with customers as to
whether milestones have been achieved.
Government organizations require compliance with various legal and
other special considerations in the procurement process. The adoption of new or
modified procurement regulations could adversely affect the Company by
increasing costs to the Company of competing for sales or by impacting the
Company's ability to perform government contracts. Any violation (intentional or
otherwise) of these regulations could result in the imposition of fines, and/or
debarment from award of additional government contracts which could have a
material adverse effect on the Company.
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MANAGEMENT OF GROWTH
As a result of both acquisitions and successful operations, the Company
has recently experienced a period of significant revenue growth and an expansion
in the number of its employees, the scope of its operating and financial systems
and the geographic area of its operations. This growth has resulted in new and
increased responsibility for management personnel and has placed additional
demands upon the Company's operational, administrative and financial resources.
To accommodate recent growth, compete effectively and manage potential future
growth, the Company must continue to implement and improve information systems,
procedures and controls and expand, train, motivate and manage its staff. These
demands will require the addition of new management and other qualified
personnel. There can be no assurance that the Company's personnel, systems,
procedures and controls will be adequate to support the Company's future
operations or to integrate successfully operations and personnel of acquired
entities. Any failure to implement and improve the Company's operational,
financial and management systems, to integrate operations of acquired businesses
or to expand, train, motivate or manage employees could have a material adverse
effect on the Company's business, operating results and financial condition.
ABILITY TO RETAIN AND ATTRACT PERSONNEL
The Company's continued success will depend upon the availability and
performance of its key management, sales, marketing, customer support and
product development personnel. The loss of key management or technical personnel
could adversely affect the Company. The Company believes that its continued
success will depend in large part upon its ability to attract and retain such
personnel. The Company has at times experienced and continues to experience
difficulty in recruiting qualified personnel. Competition for qualified software
development, sales and other personnel is intense, and there can be no assurance
that the Company will be successful in attracting and retaining such personnel.
ABILITY TO RESPOND TO TECHNOLOGICAL CHANGE
The Company's future success will depend significantly on its ability
to enhance its current products and develop or acquire and market new products
which keep pace with technological developments and evolving industry standards
as well as respond to changes in customer needs. The market for the Company's
products is characterized by rapid technological change, evolving industry
standards in computer hardware and software technology, changes in customer
requirements and frequent new product introductions and enhancements. The
introduction of products embodying new technologies and the emergence of new
industry standards can render existing products obsolete and unmarketable. As a
result, the Company's future success will depend, in part, upon its ability to
continue to enhance existing products and develop and introduce in a timely
manner or acquire new products that keep pace with technological developments,
satisfy increasingly sophisticated customer requirements and achieve market
acceptance. There can be no assurance that the Company will successfully
identify new product opportunities and develop and bring new products to market
in a timely and cost-effective manner, or that products, capabilities or
technologies developed by others will not render the Company's products or
technologies obsolete or noncompetitive. If the Company is unable to develop or
acquire on a timely and cost-effective basis new software products or
enhancements to existing products, or if such new products or enhancements do
not achieve market acceptance, the Company's business, operating results and
financial condition may be materially adversely affected.
RISKS ASSOCIATED WITH ACQUISITIONS
A fundamental element of the Company's strategy is to grow through
acquisitions. As part of its growth strategy, the Company evaluates the
acquisition of other companies, assets or product lines that would complement or
expand its business in attractive geographic or service markets or that would
broaden its customer relationships. There can be no assurance that the Company
will be able to identify suitable acquisition candidates available for sale at
reasonable prices, consummate any acquisition or successfully
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integrate any acquired business into the Company's operations. The success of
any completed acquisition will depend in large measure on the Company's ability
to integrate the operations of the acquired business with those of the Company
and otherwise to maintain and improve the results of operations of the acquired
business. Acquisitions may involve a number of special risks, including
diversion of management's attention, failure to retain key acquired personnel,
unanticipated events or circumstances, legal liabilities and amortization of
acquired intangible assets, some or all of which could have a material adverse
effect on the Company's business, financial condition and results of operations.
Although the Company conducts due diligence reviews of potential acquisition
candidates, the Company may not identify all material liabilities or risks
related to acquisition candidates.
The Company may elect to finance acquisitions with the proceeds of the
Offering, as well as with possible debt financing or through the issuance of
equity securities, or any combination of the foregoing. There can be no
assurance that the Company will be able to arrange adequate financing on
acceptable terms. If the Company were to consummate one or more significant
acquisitions in which the consideration consisted of stock, shareholders of the
Company could suffer dilution of their interests in the Company. Most of the
businesses that might become attractive acquisition candidates for the Company
are likely to have significant intangible assets, and acquisition of these
businesses, if accounted for as a purchase, would typically result in
substantial amortization charges to the Company, which would reduce future
earnings. In addition, such acquisitions could involve non-recurring
acquisition-related charges, such as write-offs or write-downs of acquired
research and development costs, which could have a material adverse effect on
the Company's results of operations for the accounting period in which such
charges are incurred.
COMPETITION
The Company believes it is a leading provider of integrated
enterprise-wide solutions for the public sector and utility markets. However,
the Company faces competition from a variety of software vendors that offer
products and services similar to those offered by the Company, and from
companies offering to develop custom software. Certain competitors have greater
technical, marketing and financial resources than the Company. The Company also
competes with in-house IT staffs.
The Company believes the market is highly fragmented with a large
number of competitors that vary in size, primary computer platforms and overall
product scope. The Company competes from time to time with (i) the consulting
divisions of national and regional accounting firms; (ii) companies which focus
on selected segments of the public sector and utilities markets including
PeopleSoft, Inc., Systems & Computer Technology Corp. and J.D. Edwards &
Company, Inc.; and (iii) a significant number of smaller private companies.
There can be no assurance that such competitors will not develop products or
offer services that are superior to the Company's products or services or that
achieve greater market acceptance.
The Company could face additional competition as other established and
emerging companies enter the public sector software application market and new
products and technologies are introduced. Increased competition could result in
price reductions, fewer customer orders, reduced gross margins and loss of
market share. In addition, current and potential competitors may make strategic
acquisitions or establish cooperative relationships among themselves or with
third-parties, thereby increasing the ability of their products to address the
needs of the Company's prospective customers. It is possible that new
competitors or alliances among current and new competitors may emerge and
rapidly gain significant market share. Further, competitive pressures could
require the Company to reduce the price of its software licenses and related
services. There can be no assurance that the Company will be able to compete
successfully against current and future competitors, and the failure to do so
would have a material adverse effect upon the Company's business, operating
results and financial condition.
DEPENDENCE ON KEY SUPPLIERS AND STRATEGIC RELATIONSHIPS
The Company purchases certain key components of its products, including
the adapter code and certain application development tools, from single or
limited source suppliers. For certain of these components, there
10
<PAGE> 13
are relatively few suppliers. The Company currently has relatively few
agreements that would assure delivery of such components from such suppliers.
Generally, these contracts are terminable by either party upon 60 to 90 days
notice. Establishing additional or replacement suppliers for any of the numerous
components used in the Company's products, if required, may not be accomplished
or could involve significant additional costs. The ability of any of the
Company's suppliers to provide functional components in a timely manner, or the
inability of the Company to locate qualified alternative suppliers for
components at a reasonable cost, could adversely affect the Company's business,
financial condition and results of operations. The Company's success also
depends in part upon its alliances and relationships with leading hardware and
software vendors. A change in these relationships could have a material adverse
effect on its results of operations and financial condition while the Company
seeks to establish alternative relationships. In addition, substantially all of
the Company's hardware revenues are derived from the sale of IBM AS/400 systems
in connection with the Company's remarketer arrangements with IBM. Any change in
this relationship could have an adverse effect on the Company's financial
performance. The Company may need to establish additional alliances and
relationships in order to keep pace with changes in technology and there can be
no assurance such additional alliances will be established.
The Company relies primarily on distribution channels for sales of its
recently acquired line of field-based reporting software products. The Company
has established strategic marketing alliances with several large vendors for
these products. Other businesses that the Company may acquire in the future may
also sell their products primarily through similar marketing alliances or other
collaborative relationships. The maintenance of those alliances and the
establishment of additional alliances may be necessary for increased market
penetration for such products. Certain of the Company's competitors may have
already established such alliances with desired vendors who, as a result, may
have limited interests in creating alliances with the Company. There can be no
assurance that the Company will be able to negotiate any additional strategic
relationships, that such additional relationships will be available to the
Company on acceptable terms or that any such relationships, if established, will
be commercially successful. Failure to do so could have a material adverse
effect on the Company's business, financial condition and results of operations.
RISKS OF SOFTWARE DEFECTS AND PRODUCT LIABILITY
Software products as complex as those developed by the Company may
contain errors or defects, especially when first introduced or when new versions
or enhancements are released. Although the Company has not experienced material
adverse effects resulting from any such defects or errors to date, there can be
no assurance that material defects and errors will not be found after
commencement of product shipments. Any such defects could result in loss of
revenues or delay market acceptance.
The Company markets complex, mission-critical, enterprise-wide
applications. The Company's license agreements with its customers typically
contain provisions designed to limit the Company's exposure to potential product
liability claims. It is possible, however, that the limitation of liability
provisions contained in the Company's license agreements may not be effective as
a result of existing or future federal, state or local laws or ordinances or
judicial decisions. Although the Company has not experienced any significant
product liability claims to date, the sale and support of software by the
Company may entail the risk of such claims, which may be substantial. A
successful product liability claim brought against the Company could have a
material adverse effect upon the Company's business, operating results and
financial condition.
PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE
The Company regards certain features of its internal operations,
software and documentation as confidential and proprietary, and relies on a
combination of contract and trade secret laws and other measures to protect its
proprietary intellectual property. The Company owns no patents and, under
existing copyright laws, has only limited protection for its intellectual
property. The Company believes that, due to the rapid rate of technological
change in the computer software industry, trade secret and copyright protection
are less significant than factors such as the knowledge, ability and experience
of the Company's employees, frequent product enhancements and timeliness and
quality of support services.
11
<PAGE> 14
The Company provides its products to customers under exclusive
licenses, which generally are non-transferable and have a perpetual term. The
Company generally licenses its products solely for the customer's internal
operations and only on designated computers. In certain circumstances, the
Company makes enterprise-wide licenses available for select applications.
Although the Company currently provides object code to its customers and not
source code, the Company historically provided source code to its customers for
several products. The Company has escrowed and continues to escrow its source
code for the benefit of all customers. A misappropriation or other misuse of the
Company's intellectual property, including source codes previously delivered to
customers, could have an adverse effect on the Company. Further, there can be no
assurance that third parties will not assert infringement or misappropriation
claims against the Company in the future with respect to current or future
products. Any claims or litigation, with or without merit, could be
time-consuming, result in costly litigation, diversion of management's attention
and cause product shipment delays or require the Company to enter into royalty
or licensing arrangements. Such royalty or licensing arrangements, if required,
may not be available on terms acceptable to the Company, if at all. Litigation
to defend and enforce the Company's intellectual property rights could result in
substantial costs and diversion of resources and could have a material adverse
effect on the Company's business, financial condition and results of operations,
regardless of the final outcome of such litigation. The Company may be subject
to additional risks as it enters into transactions in countries where
intellectual property laws are not well developed or are poorly enforced. Legal
protections of the Company's rights may be ineffective in such countries.
YEAR 2000 COMPLIANCE
Many installed computer systems and software products are coded to
accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. As a result, in less than two years, computer systems and/or
software used by many organizations may need to be upgraded to comply with such
"Year 2000" requirements. Significant uncertainty exists in the software
industry concerning the potential effects associated with such compliance. The
Company does not believe that it has material exposure to the Year 2000 issue
with respect to its own information systems. The Company believes that the
current versions of its products are Year 2000 compliant. The Company regularly
runs regression tests on its software, including tests of the Year 2000
rollover. Based on the above, it is not expected that the Company's products
will be adversely affected by date changes in the year 2000. However, there can
be no assurance that the Company's products contain and will contain all
features and functionality considered necessary by customers, distributors,
resellers and systems integrators to be Year 2000 compliant. Notwithstanding
that the Company regularly provides free software upgrades to its customers and
that recent upgrades are Year 2000 compliant, certain customers of the Company
may still be running earlier, noncompliant versions of the Company's products.
The Company is in the process of informing customers of the need to migrate to
current products that management believes are Year 2000 compliant. Although the
Company believes that the information systems of its major vendors (insofar as
they relate to the Company's business) comply with Year 2000 requirements, there
can be no assurance that the Year 2000 issue will not affect the information
systems of the Company's major vendors as they relate to the Company's business,
or that any such impact of a major vendor's information system would not have a
material adverse effect on the Company. The Company has no contingency plan as
such, however the Company believes it should be able to identify alternative
vendors if the need arises. The Company anticipates that generally throughout
the software industry substantial litigation may be brought against software
vendors of non-compliant operating environments. Any such claims against the
Company, with or without merit, could have a material adverse effect on the
Company's business, operating results and financial condition.
12
<PAGE> 15
RISKS ASSOCIATED WITH INTERNATIONAL SALES
The Company has sold products to customers in Canada, the Caribbean,
and the United Kingdom. Management expects to augment its presence in
international markets. Accordingly, the Company's business, and its ability to
expand its operations internationally, is subject to the risks inherent in
international business activities, including, in particular, greater difficulty
in safeguarding its intellectual property, general economic and political
conditions in each country, foreign currency exchange rate fluctuations, overlap
of different tax structures, difficulty in staffing and managing an organization
spread over various countries (should the Company elect to establish a presence
in international markets rather than through independent sales representatives),
unexpected changes in regulatory requirements, compliance with a variety of
foreign laws and regulations, and longer accounts receivable payment cycles in
certain countries. Other risks associated with international operations include
import and export licensing requirements, trade restrictions and changes in
tariff rates. Any of the foregoing factors could have a material adverse effect
on the Company's ability to expand its international sales. In addition, the
Company must translate its software into foreign languages. To the extent that
the Company is unable to accomplish such translations in a timely manner, the
Company's ability to further penetrate international markets would be adversely
affected. The deeper exposure to international markets creates new areas with
which the Company is not familiar and places the Company in competition with new
vendors. There is no assurance the Company will be successful in its efforts to
compete in these international markets.
If the Company significantly expands its international business, it
anticipates that it will hedge exchange rate movements on either side of a
locked-in spot rate for movements within certain ranges on dollar-foreign
currency rates. Changes in the value of foreign currencies relative to the
dollar beyond the ranges hedged by the Company could affect its financial
condition and results of operations, and gains and losses on currency
translations could contribute to fluctuations in the Company's results of
operations.
POTENTIAL VOLATILITY OF STOCK PRICE
The market price of the Common Stock may be volatile and may be
significantly affected by factors such as actual or anticipated fluctuations in
the Company's operating results, announcements of technological innovations, new
products or new contracts by the Company or its competitors, developments with
respect to patents, copyrights or proprietary rights, conditions and trends in
the software and other technology industries, adoption of new accounting
standards affecting the software industry, changes in financial estimates by
securities analysts, general market conditions and other factors. In addition,
the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the common
stock of technology companies. These broad market fluctuations may adversely
affect the market price of the Common Stock. In the past, following periods of
volatility in the market price of a particular company's securities, securities
class action litigation has often been brought against the company. There can be
no assurance that such litigation will not occur in the future with respect to
the Company; such litigation could result in substantial costs and a diversion
of management's attention and resources, which could have a material adverse
effect upon the Company's business, operating results and financial condition.
ABSENCE OF CASH DIVIDENDS
The Company has not paid cash dividends on its Common Stock in the
past. The Company presently intends to retain earnings for its business and does
not anticipate paying any cash dividends in the foreseeable future.
EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS; ANTI-TAKEOVER EFFECTS
Certain provisions of Florida law and the Company's Articles of
Incorporation, as amended ("Amended Articles"), may deter or frustrate a
takeover attempt of the Company that a shareholder might consider in its best
interest. The Company is subject to the "affiliated transactions" and "control
share acquisition" provisions of the Florida Business Corporation Act. These
provisions require, subject to certain exceptions, that an "affiliated
transaction" be approved by the holders of two-thirds of the voting shares other
than those beneficially owned by an "interested shareholder" or by a majority of
disinterested directors. Voting rights must also be conferred on "control
shares" acquired in specified control share acquisitions, generally only to the
extent conferred by resolution approval by the shareholders, excluding holders
of shares defined as "interested shares." In addition, certain provisions of the
Company's Amended Articles or Bylaws, among other things, provide that (i) any
action required or permitted to be taken by the shareholders of the Company may
be effected only at an annual or special meeting of shareholders, and not by
written consent of the shareholders, (ii) the annual meeting of shareholders
shall be held on such date and at such time fixed from time to time by the Board
of Directors, provided that there shall be an annual meeting held every calendar
year, (iii) any special meeting of the shareholders may be called only by the
Chairman of the Board, or upon the affirmative vote of at least a majority of
the members of the Board of Directors, or upon the written demand of the holders
of not less than 50% of the votes entitled to be cast at a special meeting, (iv)
an advance notice procedure must be followed for nomination of directors and for
other shareholder proposals to be considered at annual shareholders' meetings,
and (v) the Company's Board of Directors be divided into three classes, each of
which serves for different three-year periods. In addition, the Company will be
authorized to issue additional shares of Common Stock and up to five million
shares of preferred stock in one or more series, having terms fixed by the Board
of Directors without shareholder approval, including voting, dividend or
liquidation rights that could be greater than or senior to the rights of holders
of Common Stock. Issuance of additional shares of Common Stock or new shares of
Preferred Stock could also be used as an anti-takeover device.
13
<PAGE> 16
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock being offered and
sold for the account of the Selling Shareholder. The Company will not receive
any proceeds from the sale of the Common Stock but will pay all expenses related
to the registration of the shares.
SELLING SHAREHOLDER
The Selling Shareholder whose Shares are covered by this Prospectus
("Selling Shareholder") is a current executive officer of the Company. The
following table shows the name of the Selling Shareholder and the position he
has held with the Company during the past three years, the number of shares of
the Company's Common Stock that he beneficially owned as of July 31, 1998, the
number of shares of Common Stock covered by this Prospectus, and the number of
shares of Common Stock the Selling Shareholder will hold if he sells all of the
Shares offered by this Prospectus.
<TABLE>
<CAPTION>
Selling Position with Beneficial Ownership Shares Beneficial Ownership
Shareholder the Company Before Offering Offered(2) After Offering(3)
----------- ------------- -------------------- ---------- --------------------
<S> <C> <C> <C> <C>
Daniel E. Catan Vice President and Chief 122,028(1) 86,000 36,028
Marketing Officer since
July 1996
</TABLE>
- ---------------------
(1) Includes 121,200 shares of Common Stock that may be acquired within 60 days
from the date of this Prospectus upon exercise of stock options, of which
20,000 shares are subject to a registration statement on Form S-3 filed with
the Commission on August 13, 1998.
(2) Under the terms of a lock-up agreement, the Selling Shareholder may not
sell the Shares until January 1999. There is no assurance that the Selling
Shareholder will sell any or all of the Shares offered hereunder.
(3) The Selling Shareholder will beneficially own less than 1% of the
outstanding Common Stock after any sales under this Prospectus.
PLAN OF DISTRIBUTION
Since the Selling Shareholder may from time to time offer all or part
of the Shares which he may hold upon exercise of options, and since this
offering is not being underwritten on a firm commitment basis, no estimate can
be given as to the amount of Shares to be offered for sale by the Selling
Shareholder.
The Selling Shareholder may sell or distribute some or all of the
Shares offered by this Prospectus from time to time through underwriters or
dealers or brokers or other agents or directly to one or more purchasers,
including pledgees, in transactions (which may involve block transactions) on
the Nasdaq NMS, in sales occurring in the public market off the Nasdaq NMS, in
privately negotiated transactions (including sales pursuant to pledges) or in a
combination of such transactions. Such transactions may be effected by the
Selling Shareholder at market prices prevailing at the time of sale, at
negotiated prices, or at fixed prices, which may be changed. Some or all of the
Shares may be sold through brokers acting on behalf of the Selling Shareholder
or to dealers for resale by such dealers; and in connection with such sales,
such brokers or dealers may receive compensation in the form of discounts, fees
or commissions from the Selling Shareholder and/or the purchasers of such Shares
for whom they may act as broker or agent. Such discounts, concessions or
commissions as to a particular broker, dealer or agent might be in excess of
those customary in the type of transaction involved. This Prospectus also may be
used, with the Company's consent, by donees of the Selling Shareholder, or by
other persons acquiring Shares and who wish to offer and sell such shares under
circumstances requiring or making desirable its use. In addition, any Shares
covered by this Prospectus which qualify for sale pursuant to Rule 144 of the
Securities Act, may be sold under Rule 144 rather than pursuant to this
Prospectus.
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<PAGE> 17
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
five business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rule 10b-5 and Regulation M, which
provisions may limit the timing of purchases and sales of any of the shares by
the Selling Shareholder. All of the foregoing may affect the marketing of the
Common Stock.
The Selling Shareholder and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Shareholder may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any profit on the sale of any or all of
the Share by them and any discounts or concessions received by any such brokers
or dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Greenberg Traurig, P.A., Orlando, Florida.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange
Act, with respect to the Company's business, financial condition and results of
operations. When used in this Prospectus, the words "may," "will," "intends,"
"plans," "expects," "anticipates," "estimates," and similar expressions are
intended to identify forward-looking statements. The forward-looking statements
included herein are subject to risks and uncertainties. The Company's actual
results could differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in "Risk Factors," as well as those
discussed elsewhere in this Prospectus. Investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
15
<PAGE> 18
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof filed with the Securities
and Exchange Commission as indicated:
(a) the Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) the Registrant's Quarterly Reports on Form 10-Q for the three
months ended March 31, 1998 and the six months ended June
30, 1998;
(c) all Current Reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997,
consisting of the Registrant's Current Reports on Form 8-K filed
February 12, 1998, June 12, 1998 and amendment thereto on June 24,
1998, and August 19, 1998;
(d) the Registrant's proxy statement for the 1998 Annual Shareholder's
Meeting filed April 17, 1998 pursuant to Section 14 of the
Exchange Act; and
(e) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A and any
amendments to such descriptions in such Registration Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (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 herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant may indemnify its executive officers
and directors to the fullest extent permitted by law either now or hereafter.
The Registrant has also entered into an agreement with each of its directors and
certain of its officers wherein it has agreed to indemnify each of them to the
fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
II-1
<PAGE> 19
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
or controlling persons of Registrant, pursuant to the foregoing provisions or
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission (the "Commission"), such indemnification is against
public policy as expressed in the Securities 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 Registrant in the
successful defense of any suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered
hereunder, 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 Securities Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index on Page II-5 hereto.
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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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) shall not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant 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.
II-2
<PAGE> 20
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes 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 that is incorporated by reference in the
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.
II-3
<PAGE> 21
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 Lake Mary, State of Florida on August 25, 1998.
H.T.E., Inc.
By: /s/ Dennis J. Harward
-----------------------------------
Dennis J. Harward
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Dennis J. Harward and L. A.
Gornto, Jr., and each of them, his true and lawful attorney-in-fact, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement, and to
sign any additional Registration Statements pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with exhibits thereto,
and other documents to be filed in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite, necessary or advisable to be done, 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 or their substitutes, each acting alone, 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 below on August 25, 1998 by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Dennis J. Harward
- ------------------------------------- Chairman of the Board, President, Chief Executive
Dennis J. Harward Officer (principal executive officer)
/s/ Jack L. Harward
- ------------------------------------- Executive Vice President and Director
Jack L. Harward
/s/ O. F. Ramos
- ------------------------------------- Executive Vice President and
O. F. Ramos Director
/s/ Susan D. Falotico
- ------------------------------------- Vice President, Chief Financial Officer (principal
Susan D. Falotico financial officer)
/s/ Bernard B. Markey
- ------------------------------------- Director
Bernard B. Markey
/s/ Raymond Ambrose
- ------------------------------------- Director
Raymond Ambrose
</TABLE>
II-4
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER -----------
------
<S> <C>
4.1 Stock Option Agreement between the Company and Daniel E.
Catan, dated July 1, 1996(1)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A.
23.1 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A. (contained in its opinion filed as Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney is included in the Signatures section of
this Registration Statement.
</TABLE>
(1) Incorporated by reference to Exhibit 10.3 filed with Amendment No. 1 to
Registrant's Registration Statement on Form S-1 (Registration No. 333-22637).
II-5
<PAGE> 1
EXHIBIT 5.1
August 25, 1998
H.T.E., Inc.
1000 Business Center Drive
Lake Mary, Florida 32746
Re: H.T.E., Inc.
Ladies and Gentlemen:
We have acted as counsel to H.T.E., Inc., a Florida corporation (the
"Company"), and have reviewed the Company's Registration Statement on Form S-8
covering 86,000 shares of the Company's authorized but unissued common stock,
$.01 par value (the "Common Stock"), issuable pursuant to stock options granted
pursuant to the stock option agreement between the Company and Daniel E. Catan
dated July 1, 1996 (the "Agreement"). It is our opinion that shares of Common
Stock issuable under the Agreement, when issued upon exercise of and in
accordance with the terms of the Agreement, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ GREENBERG TRAURIG, P.A.
-------------------------------------
Greenberg Traurig, P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
August 3, 1998, included in H.T.E., Inc.'s Current Report on Form 8-K filed on
August 19, 1998, and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
------------------------------
Arthur Andersen LLP
Orlando, Florida,
August 24, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of H.T.E., Inc. of our reports dated April 10, 1998, July
7, 1998 and September 4, 1996, relating to the financial statements of UCS,
Inc., which appear in the Current Report on Form 8-K of H.T.E., Inc. dated
August 19, 1998.
/s/ PricewaterhouseCoopers LLP
----------------------------------
PricewaterhouseCoopers LLP
Miami, Florida
August 24, 1998
