<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000,
REGISTRATION NO. 333-34109
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
H.T.E., INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2133858
------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1000 BUSINESS CENTER DRIVE
LAKE MARY, FLORIDA 32746
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
H.T.E., INC. 1997 EMPLOYEE INCENTIVE COMPENSATION PLAN, AS AMENDED
------------------------------------------------------------------
(FULL TITLE OF THE PLANS)
JOSEPH M. LOUGHRY, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
H.T.E., INC.
1000 BUSINESS CENTER DRIVE
LAKE MARY, FLORIDA 32746
---------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(407) 304-3235
-------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
SANDRA C. GORDON, ESQ.
GREENBERG TRAURIG, P.A.
111 NORTH ORANGE AVENUE, 20TH FLOOR
ORLANDO, FLORIDA 32801
(407) 420-1000
<PAGE> 2
RESALE PROSPECTUS
H.T.E., INC.
72,522 SHARES COMMON STOCK
($.01 PAR VALUE)
ISSUED PURSUANT TO THE
H.T.E., INC. 1997 EMPLOYEE INCENTIVE COMPENSATION PLAN, AS AMENDED
This Prospectus may be used by certain individuals (named under the
caption and hereafter called "Selling Shareholders") in connection with
their sales of 72,522 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 Employee Incentive Compensation Plan, as amended
(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 24, 2000, the average high asked
price and low bid price for one share of Common Stock on the Nasdaq NMS
was $4.56.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 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 March 1, 2000.
1
<PAGE> 3
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 proxy statement dated May 12, 1999, filed by the
Company pursuant to Section 14(a) of the Exchange Act.
2. All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1997, consisting
of (i) the Company's Annual Report on Form 10-K for the year
ended December 31, 1998; (ii) the Company's Quarterly Reports,
including any amendments thereto, for the quarters ended March
31, 1998, June 30, 1998, September 20, 1998, March 31, 1999,
June 30, 1999 and September 30, 1999; and (iii) the Company's
Current Reports on Form 8-K, including any amendments thereto,
filed on June 12, 1998, August 19, 1998, January 14, 1999 and
August 3, 1999.
2
<PAGE> 4
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 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
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 both public and private utilities. For over 17 years, the Company
has focused its applications, business and marketing exclusively on the public
sector and utilities and has established itself as a market leader. HTE's
fully-integrated enterprise-wide software applications are designed to enable
these organizations to improve delivery of services, reduce costs, enhance
revenue collection, operate within budgetary constraints, comply with government
regulations and improve 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, utility management and K-12 school administration. 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. 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.
As of December 31, 1998, the Company had over 1,600 customers in the
U.S., Caribbean, United Kingdom and Canada, including installations in all 50
U.S. states. The Company markets and sells its products through a direct sales
force. The Company's focus on the public sector and utilities industries has
allowed it to develop significant expertise in these industries and to design
feature-rich solutions that address the specific needs of these organizations.
The public sector marketplace is composed of state, county and city
governments, other municipal agencies and publicly owned utilities. The local
government market comprises over 3,000 counties and
3
<PAGE> 5
over 19,000 municipalities in the U.S., not including school districts,
townships and special governmental districts. The utility market includes
approximately 1,800 water, gas and electric utilities, each serving between
25,000 and 500,000 consumers. With respect to public safety agencies, there are
approximately 50,000 police, fire and emergency service agencies in the U.S. In
1997, state and local government agencies spent approximately $36.7 billion on
information technology and related products according to G2 Research, Inc. This
total included approximately $6.3 billion for software, $8.7 billion for
external services and $8.1 billion for hardware. Approximately $13.6 billion was
spent on internal services such as in-house MIS staffs.
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 use
proprietary operating systems and database software and are frequently developed
on a custom basis to meet the specific needs of a customer. The proprietary and
custom nature of legacy systems often limits their accessibility and
interoperability with other software applications, systems and resources.
Further, these systems often do not address current needs and are becoming
increasingly difficult and expensive to maintain, update and change. Currently,
many public sector organizations are faced with a pressing need to integrate
mission-critical functions and databases by replacing stand-alone applications
and customized software with cost-effective enterprise-wide solutions that
improve overall operational efficiencies and manage the flow of information
between departments.
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 and Justice 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. The Company's K-12 School Administration applications address
general accounting, payroll, human resources and student administration needs
and incorporate a variety of standard features and functions to provide ease of
use, customization capabilities and reporting flexibility. 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.
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 and employs a variety of business development and marketing techniques to
communicate directly with current and prospective customers.
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.
4
<PAGE> 6
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.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS RELATED TO SIGNIFICANT CONTRACTS
SIGNED TOWARDS THE END OF THE QUARTER
HTE's revenues and operating results are subject to quarterly and other
fluctuations resulting from a variety of factors. Such factors include the
budgeting and purchasing practices of its customers, the length of customer
evaluation processes for HTE'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, HTE may not be able to adjust or reduce spending
in response to sales shortfalls or delays. In addition, HTE's expense levels are
based, in significant part, on HTE'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. HTE
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.
RECENT LOSSES AND LIQUIDITY FACTORS
We experienced significant operating losses for the twelve months ended
December 31, 1999 and there is no guarantee that we will return to profitability
in the near future. The Company realized a net loss for the twelve months ended
December 31, 1999 of $14,866,000 compared to a net income of $982,000 for the
same period in 1998. Our revenues may not grow or continue at their current
level.
We cannot assure that our current cash resources will be sufficient to
meet our working capital requirements for the next twelve months. Possible
payment of a judgment arising from a recent arbitration award, combined with the
fact that we have not obtained a credit facility, may place a further burden on
our working capital resources.
RISKS ASSOCIATED WITH PUBLIC SECTOR MARKET
Substantially all of HTE'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. HTE expects that sales to
public sector customers will continue to account for substantially all of HTE's
revenues in the future. The sales cycle associated with the purchase of HTE's
products is typically complex, lengthy and subject to a number of significant
risks, including customers' budgetary constraints and governmental acceptance
reviews over which HTE has little or no control.
For each contract with a public sector customer, HTE is typically
subject to a protracted procurement process. The process can include one or more
of the following hurdles:
o a detailed written response to product demonstrations;
o the design of software that addresses customer-specified needs;
5
<PAGE> 7
o the integration of HTE and third party products;
o political influences;
o award protests initiated by unsuccessful bidders; and
o changes in budgets or appropriations which are beyond HTE'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 HTE 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 increase costs to HTE of competing for
sales or impact HTE's ability to perform government contracts, which could
adversely affect HTE. 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
HTE.
MANAGEMENT OF SIGNIFICANT GROWTH REQUIRED
HTE has grown significantly through acquisitions and expanded
operations. As a result, HTE 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 resulted in new and increased responsibility for management personnel and
placed additional demands upon HTE's operational, administrative and financial
resources. To accommodate recent growth, compete effectively and manage
potential future growth, HTE 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 HTE's personnel, systems,
procedures and controls will be adequate to support HTE's future operations or
to integrate successfully operations and personnel of acquired entities. Any
failure to implement and improve HTE'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 HTE's
business, operating results and financial condition.
ABILITY TO RETAIN AND ATTRACT PERSONNEL
HTE'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 HTE. HTE believes that its continued success will depend
in large part upon its ability to attract and retain such personnel. HTE 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 HTE will be successful
in attracting and retaining such personnel.
6
<PAGE> 8
ABILITY TO RESPOND TO TECHNOLOGICAL CHANGE
The market for HTE'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, HTE'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 is no assurance that HTE will
successfully identify new product opportunities and develop and bring new
products to market in a timely and cost-effective manner. Further there is no
assurance that products, capabilities or technologies developed by others will
not render HTE's products or technologies obsolete or noncompetitive. If HTE 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, HTE's business, operating results
and financial condition may be materially adversely affected.
RISKS ASSOCIATED WITH ASSIMILATION OF ACQUISITIONS
A fundamental element of HTE's strategy is to grow through acquisitions.
As part of its growth strategy, HTE 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 HTE will be able to identify
suitable acquisition candidates available for sale at reasonable prices,
consummate any acquisition or successfully integrate any acquired business into
HTE's operations. The success of any completed acquisition will depend in large
measure on HTE's ability to integrate the operations of the acquired business
with those of HTE 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 these risks could
have a material adverse effect on HTE's business, financial condition and
results of operations. Although HTE conducts due diligence reviews of potential
acquisition candidates, HTE may not identify all material liabilities or risks
related to acquisition candidates.
HTE may elect to finance acquisitions with debt financing, through the
issuance of common stock or other securities convertible into common stock, or
any combination of the foregoing. There can be no assurance that HTE will be
able to arrange adequate financing on acceptable terms. If HTE were to
consummate one or more significant acquisitions in which the consideration
consisted of stock, shareholders of HTE could suffer dilution of their interests
in HTE. Most of the businesses that might become attractive acquisition
candidates for HTE are likely to have significant intangible assets. Acquisition
of these businesses, if accounted for as a purchase, would typically result in
substantial amortization charges to HTE, 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 HTE's results of operations
for the accounting period in which such charges are incurred.
7
<PAGE> 9
COMPETITION
HTE believes it is a leading provider of integrated enterprise-wide
solutions for the public sector and utility markets. However, HTE faces
competition from a variety of software vendors that offer products and services
similar to those offered by HTE, and from companies offering to develop custom
software. Certain competitors have greater technical, marketing and financial
resources than HTE. HTE also competes with in-house management information
services staffs.
HTE believes the market is highly fragmented with a large number of
competitors that vary in size, primary computer platforms and overall product
scope. HTE competes from time to time with the following:
o the consulting divisions of national and regional accounting firms;
o 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
o 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 HTE's products or services or
that achieve greater market acceptance.
HTE 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 HTE'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 HTE to
reduce the price of its software licenses and related services. There can be no
assurance that HTE will be able to compete successfully against current and
future competitors, and the failure to do so would have a material adverse
effect upon HTE's business, operating results and financial condition.
DEPENDENCE ON KEY SUPPLIERS AND STRATEGIC RELATIONSHIPS
HTE purchases certain key components of its products from single or
limited source suppliers. Those components include the adapter code and certain
application development tools. There are relatively few suppliers for certain of
those components. HTE currently has relatively few agreements that would assure
delivery of such components from its 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 HTE's products,
if required, may not be accomplished or could involve significant additional
costs. The ability of any of HTE's suppliers to provide functional components in
a timely manner, or the inability of HTE to locate qualified alternative
suppliers for components at a reasonable cost, could adversely affect HTE's
business, financial condition and results of operations. HTE's success also
depends in part upon its alliances and relationships with leading hardware and
software vendors. In addition, substantially all of HTE's hardware revenues are
derived from the sale of IBM AS/400 systems in connection with HTE's remarketer
arrangements with IBM. Any change in this or other relationships could have an
adverse effect on HTE's financial performance while HTE seeks to establish
alternative
8
<PAGE> 10
relationships. Further, HTE 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.
HTE relies primarily on distribution channels for sales of its recently
acquired line of field-based reporting software products. HTE has established
strategic marketing alliances with several large vendors for these products.
Other businesses that HTE 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 HTE's competitors may have already established such
alliances with desired vendors who, as a result, may have limited interests in
creating alliances with HTE. There can be no assurance that HTE will be able to
negotiate any additional strategic relationships, that such additional
relationships will be available to HTE 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 HTE's business, financial condition and
results of operations.
RISKS OF SOFTWARE DEFECTS AND PRODUCT LIABILITY
Software products as complex as those developed by HTE may contain errors
or defects, especially when first introduced or when new versions or
enhancements are released. Although HTE 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.
HTE markets complex, mission-critical, enterprise-wide applications.
HTE's license agreements with its customers typically contain provisions
designed to limit HTE's exposure to potential product liability claims. It is
possible, however, that the limitation of liability provisions contained in
HTE'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 HTE
has not experienced any significant product liability claims to date, the sale
and support of software by HTE may entail the risk of such claims, which may be
substantial. A successful product liability claim brought against HTE could have
a material adverse effect upon HTE's business, operating results and financial
condition.
PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE
HTE regards certain features of its internal operations, software and
documentation as confidential and proprietary. HTE relies on a combination of
contract and trade secret laws and other measures to protect its proprietary
intellectual property. HTE owns no patents and, under existing copyright laws,
has only limited protection for its intellectual property. HTE 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 HTE's employees, frequent product
enhancements and timeliness and quality of support services.
HTE provides its products to customers under exclusive licenses, which
generally are non-transferable and have a perpetual term. HTE generally licenses
its products solely for the customer's internal operations and only on
designated computers. In certain circumstances, HTE makes enterprise-wide
licenses available for select applications. Although HTE currently provides
object code to its customers and not source code, HTE historically provided
source code to its customers for several products. HTE has escrowed and
continues to escrow its source code for the benefit of all customers. A
9
<PAGE> 11
misappropriation or other misuse of HTE's intellectual property, including
source codes previously delivered to customers, could have an adverse effect on
HTE. Further, there can be no assurance that third parties will not assert
infringement or misappropriation claims against HTE in the future with respect
to current or future products. Any claims or litigation, with or without merit,
could be time-consuming and result in costly litigation and diversion of
management's attention. Further, any claims and litigation could cause product
shipment delays or require HTE to enter into royalty or licensing arrangements.
Such royalty or licensing arrangements, if required, may not be available on
terms acceptable to HTE, if at all. Thus, litigation to defend and enforce HTE's
intellectual property rights could have a material adverse effect on HTE's
business, financial condition and results of operations, regardless of the final
outcome of such litigation. HTE 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 HTE's rights may be
ineffective in such countries.
RISKS ASSOCIATED WITH INTERNATIONAL SALES
HTE has sold products to customers in Canada, the Caribbean, and the
United Kingdom. Management expects to augment its presence in international
markets. Accordingly, HTE's business, and its ability to expand its operations
internationally, is subject to various risks inherent in international business
activities. HTE may have difficulty in safeguarding its intellectual property in
countries where intellectual property laws are not well developed or are poorly
enforced. General economic conditions and political conditions of various
countries may be subject to severe fluctuations at any time. Such fluctuations
could hinder HTE's performance under contracts in those countries or could
hinder its ability to collect for product and services delivered in those
countries. Unexpected changes in foreign regulatory requirements could also make
it difficult or too costly for HTE to conduct business internationally. In
addition, although HTE has normally been successful in stipulating that its
foreign customers pay in U.S. dollars, any payment provisions involving foreign
currencies may result in less revenue to HTE than expected due to foreign
currency rate fluctuations. Further, the payment cycle for accounts receivable
is longer in many countries than it is for domestic customers. Other risks
associated with international operations include import and export licensing
requirements, trade restrictions, changes in tariff rates, overlapping tax
structures, and compliance with a variety of foreign laws and regulations. In
addition, if HTE elects to establish a presence in international markets rather
than marketing through independent sales representatives, as it does presently,
HTE could encounter difficulty in staffing and managing an organization spread
over various countries. Any of the foregoing factors could have a material
adverse effect on HTE's ability to expand its international sales. In addition,
HTE must translate its software into foreign languages. To the extent that HTE
is unable to accomplish such translations in a timely manner, HTE's ability to
further penetrate international markets would be adversely affected. The deeper
exposure to international markets creates new areas with which HTE is not
familiar and places HTE in competition with new vendors. There is no assurance
HTE will be successful in its efforts to compete in these international markets.
If HTE 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 HTE could affect its financial condition and results of
operations, and gains and losses on currency translations could contribute to
fluctuations in HTE's results of operations.
10
<PAGE> 12
POTENTIAL VOLATILITY OF STOCK PRICE
The market price of the common stock may be volatile and may be
significantly affected by many different factors. Some examples of factors that
can have a significant impact on HTE's stock price are as follows: actual or
anticipated fluctuations in HTE's operating results; announcements of
technological innovations, new products or new contracts by HTE 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 similar litigation will not
occur in the future with respect to HTE. Such litigation could result in
substantial costs and a diversion of management's attention and resources, which
could have a material adverse effect upon HTE's business, operating results and
financial condition.
EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS; ANTI-TAKEOVER EFFECTS
Certain provisions of Florida law and HTE's Articles of Incorporation,
as amended ("Amended Articles"), may deter or frustrate a takeover attempt of
HTE that a shareholder might consider in its best interest. HTE 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 certain business combinations and corporate transactions with
beneficial owners of more than 10 percent of a corporation's voting stock, or
any entity or individual controlled by such owner (an "interested shareholder")
be approved by a majority of disinterested directors or the holders of
two-thirds of the voting shares other than those beneficially owned by an
"interested shareholder." 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." "Control shares" are defined as shares
that, except for the application of the statute, would have voting power that,
when added to all other shares that the acquirer owns or has the power to vote,
would give the acquirer (directly, indirectly, alone, or as a member of a group)
voting power in excess of certain statutory parameters. "Interested shares" are
defined as a corporation's shares for which any of the following persons have
direct or indirect voting power in the election of directors: (a) the person or
group that acquires control shares, (b) every officer of the corporation, and
(c) every employee of the corporation who is also a director.
In addition, certain provisions of HTE's Amended Articles or Bylaws,
among other things, provide that:
o any action required or permitted to be taken by the shareholders of
HTE may be effected only at an annual or special meeting of
shareholders, and not by written consent of the shareholders;
o 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;
11
<PAGE> 13
o 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;
o an advance notice procedure must be followed for nomination of
directors and for other shareholder proposals to be considered at
annual shareholders' meetings; and
o HTE's Board of Directors be divided into three classes, each of which
serves for different three-year periods.
In addition, HTE is authorized to issue additional shares of common
stock and up to five million shares of preferred stock. Preferred stock may be
issued 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
February 25, 2000, 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.
<TABLE>
<CAPTION>
SELLING POSITION WITH BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
SHAREHOLDER THE COMPANY BEFORE OFFERING SHARES OFFERED AFTER OFFERING(4)
- ------------------ -------------------------------- -------------------- -------------- -----------------
<S> <C> <C> <C> <C>
Susan D. Falotico Chief Financial Officer and 62,965(1) 25,000 37,965
Vice President
Gilbert O. Santos Vice President of Research and 27,546(2) 10,171 17,375
Development
Brian B. Heafy Vice President 79,971(3) 37,351 42,620
</TABLE>
12
<PAGE> 14
- ------------------------
1 Includes 61,800 shares of Common Stock subject to options either currently
exercisable or exercisable by Ms. Falotico within sixty days of February 25,
2000.
2 Includes 23,171 shares of Common Stock subject to options either currently
exercisable or exercisable by Mr. Santos within sixty days of February 25,
2000.
3 All 79,971 shares of Common Stock are subject to options either currently
exercisable or exercisable by Mr. Heafy within sixty days of February 25,
2000.
4 As of February 25, 2000, approximately 17,509,667 shares were outstanding.
Each Selling Shareholder will beneficially own less than 1% of the outstanding
Common Stock after any sales pursuant to this Prospectus.
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.
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.
13
<PAGE> 15
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 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.
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 ore 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 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.
14
<PAGE> 16
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 proxy statement dated May 12, 1999, filed by the
Company pursuant to Section 14(a) of the Exchange Act.
2. All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since September 30, 1997, consisting of (i) the
Company's Annual Report on Form 10-K for the year ended December 31,
1998; (ii) the Company's Quarterly Reports, including any amendments
thereto, for the quarters ended March 31, 1998, June 30, 1998,
September 20, 1998, March 31, 1999, June 30, 1999 and September 30,
1999; and (iii) the Company's Current Report on Form 8-K, including
any amendments thereto, filed on June 12, 1998, August 19, 1998,
January 14, 1999 and August 3, 1999.
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 validity of the Common Stock offered hereby will be passed upon for
the Company by Greenberg Traurig, P.A., 111 North Orange Avenue, Orlando,
Florida 32801.
The financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in this Amendment No. 2 to the Registration
Statement have been audited by Arthur Andersen LLP, independent certified public
accountants, to the extent and for the periods indicated in their report, and
are included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
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
II-1
<PAGE> 17
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.
Insofar as indemnification for liabilities arising under 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
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
4.1 1997 Employee Incentive Compensation Plan.*
4.1.1 Amendment to 1997 Employee Incentive Compensation Plan,
dated February 4, 2000.
5.1 Opinion of Greenberg, Traurig, P.A.*
23.1 Consent of Greenberg, Traurig, P.A. (contained in its
opinion filed as Exhibit 5.1)*.
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page).
</TABLE>
*Previously filed as exhibits (under respective exhibit numbers) to the
Registration Statement filed August 22, 1997, File No. 333-34109.
II-2
<PAGE> 18
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;
(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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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-3
<PAGE> 19
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act 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. 2 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 March 1, 2000.
H.T.E., Inc.
By: /s/ JOSEPH M. LOUGHRY, III
------------------------------
Joseph M. Loughry, III
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act, this Post Effective
Amendment No. 2 to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Joseph M.
Loughry, III and L. A. Gornto, Jr., and each of them acting alone, his true and
lawful attorney-in-fact, with full power of substitution, to execute and cause
to be filed with the Securities and Exchange Commission pursuant to the
requirements of the Securities Act, any and all amendments and post-effective
amendments to this Registration Statement, and including any Registration
Statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, with exhibits thereto and other documents
in connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or his substitute or substitutes may do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ -------------------------------------- -------------
<S> <C> <C>
/s/ Joseph M. Loughry, III Chief Executive Officer, President and March 1, 2000
- ------------------------------------ Director (Principal Executive Officer)
Joseph M. Loughry, III
/s/ Bernard B. Markey Chairman of the Board and Director March 1, 2000
- ------------------------------------
Bernard B. Markey
/s/ L. A. Gornto, Jr. Executive Vice President, Treasurer, March 1, 2000
- ------------------------------------ Secretary, General Counsel and Director
L. A. Gornto, Jr.
/s/ Susan D. Falotico Chief Financial Officer and Vice President March 1, 2000
- ------------------------------------ (Principal Financial Officer)
Susan D. Falotico
/s/ O. F. Ramos Executive Vice President and Director March 1, 2000
- ------------------------------------
O. F. Ramos
/s/ Edward A. Moses Director March 1, 2000
- ------------------------------------
Edward A. Moses
</TABLE>
II-5
<PAGE> 21
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
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................2
THE COMPANY..................................................................3
RISK FACTORS.................................................................5
USE OF PROCEEDS.............................................................12
SELLING SHAREHOLDERS........................................................12
PLAN OF DISTRIBUTION........................................................13
LIMITED LIABILITY AND INDEMNIFICATION.......................................14
</TABLE>
72,522 SHARES
H.T.E., INC.
COMMON STOCK
RESALE PROSPECTUS
March 1, 2000
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1.1 Amendment to 1997 Employee Incentive Compensation Plan, dated February 4, 2000.
23.2 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE> 1
EXHIBIT 4.1.1
AMENDMENT TO THE
H.T.E., INC.
1997 EMPLOYEE INCENTIVE COMPENSATION PLAN, AS AMENDED
THIS AMENDMENT, made as of this 4th day of February, 2000 by H.T.E.,
INC. (hereinafter called the "Employer");
W I T N E S S E T H:
WHEREAS, the Employer did establish the H.T.E., Inc. 1997 Employee
Incentive Compensation Plan, as amended (the "Plan") for the purpose of
providing an additional incentive to its officers and employees in recognition
of their contributions to the Employer's progress; and
WHEREAS, the Employer reserved the right to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of
February 4, 2000:
1. A new Section 2.(ff) replaces the former Section 2.(ff) and is hereby
added to the Plan to read as follows:
"(ff) "Stock" means the Company's Common Stock, and such other
securities as may be substituted for (or resubstituted) for Stock
pursuant to Section 10(c) hereof, and/or any common stock of any
Subsidiary."
2. In all other respects, the Plan shall remain unchanged by this
Amendment.
IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed the day and year first above written.
H.T.E., INC.
By: /s/ O. F. Ramos
-----------------------------------
O. F. Ramos
President & Chief Executive Officer
<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 Amendment No. 2 to Form S-8 registration
statement of our report dated February 10, 1999, included in H.T.E., Inc.'s Form
10-K for the year ended December 31, 1998, and to all references to our Firm
included in this registration statement.
Orlando, Florida
February 29, 2000 /s/ Arthur Andersen LLP
