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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HTE, 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 EMPLOYEE INCENTIVE COMPENSATION PLAN
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(Full title of the Plans)
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JOSEPH M. LOUGHRY, III
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)
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(Telephone number, including area code, of agent for service)
Copy to:
Sandra C. Gordon, Esq.
Greenberg Traurig, P.A.
111 North Orange Avenue, 20th Floor
Orlando, Florida 32801
(407) 420-1000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered(1) per share (2) offering price (1) registration fee
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<S> <C> <C> <C> <C>
Common stock,
$.01 par value........ 792,000 shares $1.14 $902,880 $238.36
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number of
additional shares as may be issued pursuant to the anti-dilution
provisions of the 1997 Employee Incentive Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of the average of
the high and low sale price of the Common Stock as of the close of
business on December 18, 2000.
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This Registration Statement on Form S-8 is being filed to register,
pursuant to the Securities Act of 1933, as amended, 792,000 additional shares of
the Common Stock of H.T.E., Inc., a Florida corporation (the "Company"),
issuable pursuant to the Company's 1997 Employee Incentive Compensation Plan, as
amended (formerly known as the 1997 Executive Incentive Compensation Plan). The
contents of the Registration Statements on Form S-8, File No. 333-34109 and File
No. 333-81891, previously filed by the Company with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement and
made a part hereof.
The Company hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) the Company's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and September 30,
2000;
(c) the Company's current report on Form 8-K filed October 23,
2000; and
(d) the Company's Proxy Statement dated October 10, 2000 and
definitive additional materials filed October 23, 2000
relating to the Annual Meeting of Stockholders held on
November 16, 2000.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 1997 Employee Incentive Compensation Plan, as amended
5.1 Opinion of Greenberg, Traurig, P.A.
23.1 Consent of Greenberg, P.A. (contained in its opinion filed
as Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of PricewaterhouseCoopers, LLP
24.1 Power of Attorney is included in the Signatures section of
this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Mary, State of Florida on December 20, 2000.
H.T.E.
By: /s/ Joseph M. Loughry, III
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Joseph M. Loughry, III
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph M. Loughry, III, and Susan
D. Falotico, and each of them, his true and lawful attorney-in-fact, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement and to
sign any additional Registration Statements pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same, with exhibits thereto, and other
documents to be filed in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite, necessary or advisable to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Joseph M. Loughry, III
--------------------------- Chief Executive Officer and Director December 20, 2000
Joseph M. Loughry, III (principal executive officer)
/s/ Bernard B. Markey
--------------------------- Director and Chairman December 20, 2000
Bernard B. Markey
/s/ Susan D. Falotico
--------------------------- Vice President, Chief Financial Officer December 20, 2000
Susan D. Falotico (principal financial officer)
/s/ George P. Keeley
--------------------------- Director December 20, 2000
George P. Keeley
/s/ L.A. Gornto
--------------------------- Director December 20, 2000
L.A. Gornto
--------------------------- Director December ____, 2000
Edward A. Moses
--------------------------- Director December ____, 2000
O.F. Ramos
--------------------------- Director December ___, 2000
Mark H. Leonard
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