AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
REGISTRATION NO. 333-34109
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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)
H.T.E., INC. 1997 EXECUTIVE INCENTIVE COMPENSATION PLAN
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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 Hoffman
Lipoff Rosen & Quentel, P.A.
111 North Orange Avenue, Suite 2050
Orlando, Florida 32801
(407) 420-1000
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PROSPECTUS
H.T.E., INC.
148,514 SHARES COMMON STOCK
($.01 Par Value)
ISSUED PURSUANT TO THE
H.T.E., INC. 1997 EXECUTIVE INCENTIVE COMPENSATION PLAN
This Prospectus may be used by certain individuals (named under the
caption and hereafter called "Selling Shareholders") in connection with their
sales of 148,514 shares of common stock, $.01 par value ("Common Stock") of
H.T.E., Inc. (the "Company" or "HTE") issued to them under the H.T.E., Inc. 1997
Executive Incentive Compensation Plan (the "Plan"). The Company expects that
Selling Shareholders who choose to offer and sell their shares will do so from
time to time in ordinary market transactions at then-current market prices for
shares of Common Stock on the Nasdaq National Market, or in other transactions
at negotiated prices. The Company will pay the expenses of this Prospectus but
will receive no part of the proceeds of any such sales.
The Selling Shareholders might be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event any discounts, concessions or commissions that they receive, which
are not expected to exceed those customary in the types of transactions
involved, may be deemed to be underwriting commissions under the Securities Act.
The Common Stock is traded on the Nasdaq National Market ("Nasdaq NMS")
under the symbol "HTEI." On February 19, 1998, the average high asked price and
low bid price for one share of Common Stock on the Nasdaq NMS was $20.56.
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SEE "RISK FACTORS" BEGINNING ON PAGE 6 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON
STOCK.
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 February 20, 1998.
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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 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.
You can inspect and copy the registration statement described above, its
exhibits, and the reports, proxy statements, and other information that the
Company files with the Commission 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. You can also obtain copies of such material 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. You may also access
such material 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 information concerning the Company can also be inspected
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company will furnish without charge, upon written or oral request, to
any person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any information that has been incorporated in this
Prospectus by reference. Requests should be directed to Investor Relations,
H.T.E., Inc., 1000 Business Center Drive, Lake Mary, Florida 32746, telephone
number (407) 304-3235.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the Exchange
Act or the Securities Act are incorporated herein by reference:
1. The Company's definitive prospectus dated June 30, 1997 filed by the
Company pursuant to Rule 424(b);
2. All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since June 10, 1997, consisting of (i) the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1997 and September 30, 1997, and (ii) the Company's
Current Report on Form 8-K dated February 12, 1998.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, File Number 0-22657,
filed on June 5, 1997, and any reports or amendments to the
foregoing filed with the Commission for the purpose of updating such
descriptions.
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
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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.
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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.
HTE develops, markets, implements and supports fully-integrated
enterprise-wide software applications designed specifically for public sector
organizations, including state, county and city governments, other municipal
agencies and publicly owned utilities. For the past 15 years, the Company has
focused its applications, business and marketing exclusively on the public
sector and has established itself as a market leader. HTE's fully-integrated
enterprise-wide software applications are designed to enable public sector
organizations to improve delivery of services, reduce costs, enhance revenue
collection, operate successfully within budgetary constraints, comply with
government regulations and improve overall operating efficiencies. The Company's
Total Enterprise Solution currently includes 35 applications addressing four
functional areas: financial management, community services, public safety and
utility management. The Company's products operate as integrated suites of
applications 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.
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 goods and services while striving to reduce
costs and generate additional revenue. In response, public sector organizations
are employing information technology solutions in an effort to streamline and
automate administrative intensive 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 information technology
and related products according to G2 Research, Inc. This total included
approximately $5.0 billion for software, $6.7 billion for external services and
$7.4 billion for hardware. Approximately $15.4 billion was spent on internal
services such as in-house MIS departments.
In the 1970s and 1980s, local governments and utility companies began to
use computerized operations management systems principally based on mainframe
computers and later based on minicomputers. These legacy systems typically were
developed on a custom basis using proprietary operating systems and database
software. As a result, these systems are often difficult and expensive to
maintain, update and change. In recent years, a number of software providers
have offered "point solutions" that focus on a single function and are not
interoperable with other software applications. Additionally, certain vendors
offer generalized software applications that frequently are not specifically
tailored to the nuances of the public market and do not enable information
sharing across multiple departments. Many public sector organizations currently
are faced with a pressing need to integrate mission-critical functions and
databases by replacing stand-alone applications and customized software with
solutions that manage the flow of information across the enterprise.
HTE offers fully-integrated enterprise-wide software solutions designed to
automate and integrate the operations of public sector organizations. The
applications in the Company's Financial Management System are based on
government fund accounting and provide integrated financial management functions
including the general ledger, budgeting, purchasing and asset management. The
Company's Community Services System provides a centralized land and location
database solution which expedites access to property data, building licenses and
permits, planning and zoning processes and tax and billing collections. Public
Safety applications offer police, fire and rescue entities and other emergency
personnel a complete public safety solution through an integrated suite of
applications which provide immediate field access to vital information. The
Company's Utility Systems facilitate electric, water and gas utility services by
automating tasks such as customer location maintenance, meter reading
maintenance, bill processing, delinquencies, penalties, refunds and write-offs.
All of the Company's applications are designed to work together seamlessly and
allow users to share functions and eliminate redundant
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data and repetitive tasks.
In addition to offering a comprehensive suite of applications, the Company
provides maintenance services and a complete range of professional services,
including system planning and implementation, project management, training and
education, and custom applications analysis, design and development. The Company
markets and sells its products through a direct sales force. The Company's focus
on the public sector has allowed it to develop significant expertise regarding
public sector organizations and to design feature-rich solutions that address
the specific needs of these organizations. As of December 31, 1996, the Company
had over 1,000 customers in the U.S. and Canada, including installations in all
50 U.S. states.
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 AND INCORPORATED BY REFERENCE TO THIS PROSPECTUS.
UNEVEN PATTERNS OF QUARTERLY OPERATING RESULTS. The Company does not
believe that the percentage increases in revenues achieved in prior periods
should be indicative of anticipated results in future periods. The Company's
revenues and operating results are subject to quarterly and other fluctuations
resulting from a variety of factors, including the effect of budgeting and
purchasing practices of its customers, the length of customer evaluation
processes for the Company's solutions, the timing of customer system
conversions, and the Company's sales practices. Historically, the Company has
recognized a decrease in software licenses in the fiscal quarter ended June 30
and achieved its highest income in the fiscal quarter ended March 31 primarily
due to the Company's sales practices. This quarterly trend may not continue in
the future. 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. 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.
OPERATING LEVERAGE. Consistent with many companies in the software
industry, the Company's business model is characterized by a high degree of
operating leverage. 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 revenue levels fall below expectations, net income
is likely to be adversely affected. There can be no assurance that the Company
will be able to increase or even maintain its current level of profitability on
a quarterly or annual basis in the future.
RISKS ASSOCIATED WITH PUBLIC SECTOR MARKET. Substantially all of the
Company's revenues to date have been attributable to sales of software and
services to state, county and city governments, other municipal agencies and
publicly owned utilities. The Company expects that sales to such public sector
customers will account for substantially all of the Company's revenues in the
future. Virtually all of these public sector organizations have existing
information processing systems. Accordingly, in order to continue to increase
its sales to this market, the Company must persuade these organizations to
replace or upgrade existing information processing systems. Change to an
organization's information system is a costly, time consuming and operationally
disruptive process for the customer. Conversion to a new information processing
system must typically be done without any disruption of service and,
accordingly, the Company's potential customers perceive a high degree of risk in
connection with the adoption of a new system. In addition, the purchase of the
Company's products involves a significant commitment of capital, with attendant
delays frequently associated with large capital expenditures by an organization.
For these and other reasons, the sales cycle associated with the purchase of the
Company's products is typically lengthy and subject to a number of significant
risks, including customers' budgetary constraints and internal acceptance
reviews, over which the Company has little or no control. There can be no
assurance that potential customers for the Company's products in the public
sector market will continue to make information processing system replacement
decisions at rates necessary to maintain demand for the Company's products and
sustain market growth or that the Company's products will be accepted by public
sector organizations that consider replacing their current information
processing systems. A significant reduction in demand or acceptance of the
Company's products could have a material adverse effect on the Company's
business, financial condition and results of operations.
COMPETITION. The Company faces competition from a variety of software
vendors which 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 management information services
staff. The Company believes
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competitive differentiators in the public sector market are functionality,
product flexibility, ease of implementation in adapting product to individual
customers' needs without custom programming, enterprise product breadth,
individual product features, service reputation and price.
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. Within its markets, the Company competes from time to time with (i)
custom software and services providers such as Andersen Consulting, KPMG Peat
Marwick and Oracle Corporation, (ii) companies which focus on selected segments
of the public sector market including PeopleSoft, Inc., Systems Computer &
Technology, Inc., J.D. Edwards & Company, Inc. and (iii) a significant number of
smaller private companies. Many of these companies currently do not focus
exclusively on the public sector or offer fully-integrated enterprise-wide
software applications. 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, any of which could materially adversely affect the Company's
business, operating results and financial condition. 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. Accordingly, 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, which could materially
adversely affect the Company's business, operating results and financial
condition. 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.
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. There can be no assurance that the Company will be successful in
developing or acquiring product enhancements or new products to address changing
technologies and customer requirements.
MANAGEMENT OF GROWTH. 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 strain 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 personnel. The Company's future success will depend
in part on the ability to attract and retain 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. Any failure to implement
and improve the Company's operational, financial and management systems or to
expand, train, motivate or manage employees could have a material adverse effect
on the Company's business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL. The Company's continued success will depend
upon the availability and performance of its senior management team,
particularly Dennis J. Harward, President and Chief Executive Officer, and Jack
L. Harward, Executive Vice President, each of whom possess unique and extensive
industry knowledge and experience. The Company currently maintains a $3.0
million key-man life insurance policy on Dennis J. Harward. Success will also
depend to a significant degree upon
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the continuing contributions 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 future success will depend in large part upon its ability to attract
and retain highly-skilled managerial, sales, customer support and product
development 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.
ACQUISITION RISK. During its history, the Company has acquired other
companies or their assets for cash and/or stock. Most recently, in December 1997
and January 1998, HTE acquired the assets of two software companies located in
Clearwater, Florida and Spokane, Washington, for an aggregate purchase price of
approximately $2.4 million in cash. As part of its growth strategy, the Company
intends to evaluate the acquisition of other companies, assets or product lines
that would complement or expand its existing business in attractive geographic
or service markets or that would broaden its customer relationships. Although
the Company conducts due diligence reviews of potential acquisition candidates,
the Company may not be able to identify all material liabilities or risks
related to potential acquisition candidates. There can be no assurance that the
Company will be able to locate and acquire any business, retain key personnel
and customers of an acquired business or integrate any acquired business
successfully. Additionally, there can be no assurance that financing for any
acquisition, if necessary, will be available on acceptable terms, if at all, or
that the Company will be able to accomplish its strategic objectives in
connection with any acquisition.
RISKS ASSOCIATED WITH EXPANDING SALES FORCE. To date, the Company has sold
its products and services through its direct sales force. The Company's ability
to achieve significant revenue growth in the future will depend in large part on
its success in recruiting and training sufficient sales personnel and
establishing and maintaining relationships with strategic partners. Although the
Company is currently investing, and plans to continue to invest, significant
resources to expand its sales force, the Company has at times experienced and
may continue to experience difficulty in recruiting qualified sales personnel.
There can be no assurance that the Company will be able to expand successfully
its sales force or that any such expansion will result in an increase in
revenues. Failure by the Company to expand its sales force could adversely
affect the Company's business, operating results and financial condition.
DEPENDENCE ON KEY SUPPLIERS AND 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 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 the 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 potentially could have an
adverse effect on the Company's financial performance. The Company may also need
to establish additional alliances and relationships in order to keep pace with
evolutions in technology and enhance its service offerings, and there can be no
assurance such additional alliances will be established.
RISKS ASSOCIATED WITH SALES TO GOVERNMENT AGENCIES. Government
organizations require compliance with various legal provisions and procurement
regulations. The
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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.
RISK OF SOFTWARE DEFECTS. Software products as internally 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 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, which could have a
material adverse effect upon the Company's business, operating results and
financial condition.
PRODUCT LIABILITY. The Company markets to its customers 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 unfavorable 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 has no patents and, under existing copyright
laws, has only limited protection. 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.
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. The Company provides
source code to its customers for several products and has escrowed its source
code for the benefit of all customers. The provision of source code may increase
the likelihood of misappropriation or other misuse of the Company's intellectual
property.
POTENTIAL VOLATILITY OF STOCK PRICE. The market price of the shares of the
Company's Common Stock is likely to be highly 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
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could have a material adverse effect upon the Company's business, operating
results and financial condition.
CONTROL BY PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS. As of January
31, 1998, the present directors, executive officers and principal shareholders
of the Company and their affiliates beneficially owned approximately 61.2% of
the outstanding Common Stock. As a result, these shareholders will be able to
exercise control over all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions. Such
concentration of ownership may have the effect of delaying or preventing a
change in control of the Company.
EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS; ANTITAKEOVER 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 his 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.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock being offered and sold
for the accounts of the Selling Shareholders. 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 SHAREHOLDERS
The Selling Shareholders whose shares of Common Stock are covered by this
Prospectus ("Selling Shareholders") are current officers of the Company. The
following table shows the names of the Selling Shareholders and the positions
each has held with the Company during the past three years, the number of shares
of the Company's Common Stock that each beneficially owns as of January 31,
1998, the number of shares covered by this Prospectus, and the number of shares
each Selling Shareholder will hold if he or she sells all of the shares offered
by this Prospectus.
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<TABLE>
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BENEFICIAL
SELLING BENEFICIAL OWNERSHIP SHARES OWNERSHIP AFTER
SHAREHOLDER POSITIONS WITH THE COMPANY BEFORE OFFERING OFFERED1 OFFERING2
- ----------- -------------------------- -------------------- ---------- ---------------
<S> <C> <C> <C> <C>
David E. Catan Vice President and 63,714 10,600 53,114
Chief Marketing Officer
since July 1996
Ronald E. Goodrow Vice President of 84,800 58,300 26,500
Operations since 1988
<FN>
1 Consists of shares issuable upon exercise of options granted pursuant to
the Company's Plan.
2 As of January 31, 1998, approximately 7,708,711 shares were outstanding.
Each Selling Stockholder will beneficially own less than 1% of the
outstanding Common Stock after any sales pursuant to this Prospectus.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
Since the Selling Shareholders may offer all or part of the shares of
Common Stock which they 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 of Common Stock to be offered for sale by
the Selling Shareholders.
The Selling Shareholders may sell or distribute some or all of the shares
of Common Stock 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 one or more exchanges, the Nasdaq NMS, privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in a combination of such transactions. Such transactions may be
effected by the Selling Shareholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agents may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter 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 Shareholders, 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 securities
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.
Until July 1, 1999, the amount of securities sold under this Prospectus by
any Selling Shareholder, acting individually or together with other Selling
Shareholders, may not exceed, during any three month period, certain volume
limitations imposed under Rule 144.
The Selling Shareholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Shareholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Shareholders and any other Selling Shareholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
shares.
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 Shareholders will be subject to applicable
11
<PAGE>
provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which provisions may limit the timing of purchases and
sales of any of the shares by the Selling Shareholders. All of the foregoing may
affect the marketing of the Common Stock.
The Company will pay substantially all of the expenses incident to this
offering of the shares by the Selling Shareholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Shareholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
In order to comply with certain states' securities laws, if applicable,
the shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.
The Company will receive no portion of the proceeds from the sale of the
shares of Common Stock and will bear all expenses related to the registration of
this offering of the shares of Common Stock.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., 111 N.
Orange Avenue, 20th Floor, Orlando, Florida 32801.
EXPERTS
The financial statements of H.T.E., Inc. and subsidiaries as of December
31, 1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, have been incorporated by reference herein and in the
registration statement in reliance upon the report of Arthur Andersen LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.
LIMITED LIABILITY AND INDEMNIFICATION
Under the Florida Business Corporation Act, a director is not personally
liable for monetary damages to the corporation or any other person for any
statement, vote, decision, or failure to act unless (i) the director breached or
failed to perform his duties as a director and (ii) a director's breach of, or
failure to perform, those duties constitutes (1) a violation 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, (2) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly, (3) a circumstance under which an unlawful distribution
is made, (4) in a derivative proceeding, conscious disregard for the best
interest of the corporation or willful misconduct, or (5) in a non-derivative
proceeding, recklessness or an act or omission which was committed in bad faith
or with malicious purpose or in a manner exhibiting wanton and willful disregard
of human rights, safety, or property. A corporation may purchase and maintain
insurance on behalf of any director of officer against any liability asserted
against him and incurred by him in his capacity or arising out of his status as
a director, whether or not the corporation would have the power to indemnify him
against such liability under the Florida Business Corporation Act.
The Amended Articles of the Company provide that the Company shall, to the
fullest extent permitted by applicable law, as amended from time to time,
indemnify all directors of the Company, as well as any officers or employees of
the Company to whom the Company has agreed to grant indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised
12
<PAGE>
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
13
<PAGE>
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 as indicated:
1. The Company's definitive prospectus dated June 30, 1997 filed by the
Company pursuant to Rule 424(b);
2. All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since June 10, 1997, consisting of (i) the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1997 and September 30, 1997, and (ii) the Company's
Current Report on Form 8-K dated February 12, 1997.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, File Number 0-22657,
filed on June 5, 1997, and any reports or amendments to the
foregoing filed with the Commission for the purpose of updating such
descriptions.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated 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.
The financial statements and schedules included in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
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>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
NUMBER -----------
------
4.1 1997 Executive Incentive Compensation Plan*
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)*.
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the Signatures section
of the Registration Statement filed August 22, 1997).
- ------------------
*Previously filed as exhibits (under respective exhibit numbers) to the
Registration Statement filed August 22, 1997, File No. 333-34109.
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
II-2
<PAGE>
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.
(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>
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lake Mary, State of
Florida on February 20, 1998.
H.T.E., Inc.
By: /s/ DENNIS J. HARWARD
------------------------------------
Dennis J. Harward
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DENNIS J. HARWARD Chairman of the Board, February 20, 1998
--------------------- Chief Executive Officer
Dennis J. Harward and Director (principal
executive officer)
/s/ JACK L. HARWARD Executive Vice February 20, 1998
-------------------- President and Director
Jack L. Harward
/s/ L.A. GORNTO, JR. Executive Vice February 20, 1998
-------------------- President, General
L.A. Gornto, Jr. Counsel, Secretary
/s/ SUSAN D. FALOTICO Vice President, Chief February 20, 1998
-------------------- Financial Officer
Susan D. Falotico (principal financial
officer)
/s/ BERNARD B. MARKEY Director February 20, 1998
--------------------
Bernard B. Markey
/s/ RAYMOND AMBROSE Director February 20, 1998
--------------------
Raymond Ambrose
II-4
<PAGE>
==============================================================================
No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained in this Prospectus, and
any information or representation not contained herein must not be relied upon
as having been authorized by the Company or any other person. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates or an offer
to or solicitation of any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus at any
time nor any sale made hereunder shall, under any circumstances, create any
implication that the information herein contained is correct as of any time
subsequent to the date of this Prospectus.
-------------
TABLE OF CONTENTS
AVAILABLE INFORMATION ................................................. 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE ............................................. 2
THE COMPANY ........................................................... 4
RISK FACTORS .......................................................... 6
USE OF PROCEEDS........................................................ 11
SELLING SHAREHOLDERS................................................... 11
PLAN OF DISTRIBUTION................................................... 12
LEGAL MATTERS.......................................................... 13
EXPERTS................................................................ 13
LIMITED LIABILITY AND
INDEMNIFICATION..................................................... 13
==============================================================================
148,514 SHARES
H.T.E., INC.
COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
February 20, 1998
==============================================================================
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
------
23.2 Consent of Arthur Andersen LLP
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
February 28, 1997 (except with respect to the matter discussed in Note 16, as to
which the date is June 10, 1997), included in H.T.E., Inc.'s Form S-1 (File No.
333-22637) and to all references to our Firm included in this registration
statement.
Orlando, Florida
February 20, 1998 /s/ Arthur Andersen LLP
