<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-_______
--------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INFORMATION ARCHITECTS CORPORATION
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 87-0399301
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification No.)
INFORMATION ARCHITECTS CORPORATION OMNIBUS STOCK PLAN
(Full title of the plan)
4064 Colony Road
Charlotte, North Carolina 28211
(704) 365-2324
(Address, including zip code and telephone number,
including area code, of Registrant's
principal executive offices)
----------------------
J. Dain Dulaney
INFORMATION ARCHITECTS CORPORATION
4064 Colony Road
Charlotte, North Carolina 28211
(704) 365-2324
(Name, address, including zip code and telephone number,
including area code, of agent for service)
----------------------
COPY TO:
Jeffrey S. Hay
McGUIRE, WOODS, BATTLE & BOOTHE LLP
100 North Tryon Street
Suite 2900
Charlotte, North Carolina 28202
----------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Proposed Maximum Amount of
Securities to be Registered Registered Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock of Information 3,000,000(1) $12.40625(2) $12,406,250(2)(3) $3,275.25(3)
Architects Corporation (par
value $.001 per share)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to
the number of shares of Common Stock stated above, such additional
shares of Common Stock to be offered or issued to prevent dilution as a
result of future stock dividends or stock splits.
(2) Estimated pursuant to paragraph (c) of Rule 457 under the Securities
Act, as amended, solely for the purpose of calculating the registration
fee, based upon the average of the high and low prices for the Common
Shares quoted on The Nasdaq National Market on April 5, 2000.
(3) Calculation of the Proposed Maximum Aggregate Offering Price and the
Registration Fee excludes 2,000,000 shares of common stock issuable
pursuant to the Information Architects Corporation Omnibus Stock Plan
which have already been registered on the Registrant's Registration
Statement on Form S-8 (File No. 333-50825) and 1,000,000 Common Shares
which are being registered on this Registration Statement on Form S-8
which is being filed on the date hereof.
<PAGE> 3
This Registration Statement is being filed to register additional
shares of the Registrant's Common Stock to be issued under the Information
Architects Corporation Omnibus Stock Plan, as amended (the "Plan"). Shares of
the Registrant's Common Stock to be issued pursuant to the Plan were originally
registered pursuant to a registration statement on Form S-8 (File No. 333-50825)
(the "Original Registration Statement"). The contents of the Original
Registration Statement are hereby incorporated by reference into this
Registration Statement to the extent that they present information not otherwise
presented herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be filed as part of this registration statement pursuant to
Note to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed as part of this registration statement pursuant to
Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This prospectus does not offer to sell or buy any shares in any
jurisdiction where it is unlawful. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
this document. The following documents filed by us with the SEC are incorporated
herein by reference and made a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1999.
All documents, filed subsequent to the date hereof by us with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, are collectively referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
<PAGE> 4
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to the North Carolina Business Corporation Act, G.S.
55-8-52 and 55-8-56, which provides that unless limited by our articles of
incorporation, a North Carolina corporation must indemnify a director or officer
who has been wholly successful, on the merits or otherwise, in the defense of
any actual or threatened proceeding to which he was, or was threatened to be
made, a party because he is or was a director or officer of the corporation.
This statutory right of indemnification covers all reasonable expenses incurred
by the officer or director in connection with the proceeding, including counsel
fees.
A North Carolina corporation can eliminate an individual's statutory
right to indemnification. However, the Registrant's Bylaws provide that
directors and officers shall have the right to be indemnified "to the fullest
permitted by law" and further provide that expenses incurred by an officer or
director shall be paid in advance of the final disposition of any investigation,
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Registrant.
In addition, a North Carolina corporation may, but is not required to,
indemnify a director or officer against liability who has been named or
threatened to be named a party to a proceeding because he is or was acting in
that capacity if the officer or director (i) conducted himself in good faith,
(ii) had the reasonable belief that his conduct was in the corporation's best
interests if he was acting in his official capacity, or if not acting in an
official capacity, a reasonable belief that his conduct was not opposed to the
corporation's best interests, and (iii) in the case of a criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. A North Carolina
corporation may also purchase and maintain insurance on behalf of an officer or
director against liability incurred by him in that capacity, whether or not the
corporation would have the power to indemnify him under the statutory provisions
of North Carolina.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See Exhibit Index
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the
<PAGE> 5
Securities Act;
(b) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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 end 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
(c) to include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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
Securities Act of 1933 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 our 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 of 1933 and will be governed by the final adjudication of such
issue.
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
Exchange Act (and, when applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
<PAGE> 6
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.
For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Item 8. Exhibits.
Exhibit
Number Description
------ ----------------------------------------------------
3.2 Articles Of Amendment To The Articles Of Incorporation Of
Alydaar Software Corporation
3.3 Articles Of Restatement of the Restated Articles of
Incorporation of Information Architects Corporation
4.1* Alydaar Software Corporation Omnibus Stock Plan
4.2* Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated October 20, 1997
4.3* Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated October 20, 1997
4.4* Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated December 20, 1997
4.5 Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated May 22, 1998
4.6 Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated June 4, 1999
<PAGE> 7
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of Holtz Rubenstein & Co., LLP, independent auditors.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
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*Incorporated by reference from previous filings with the Securities
and Exchange Commission.
<PAGE> 8
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, the city of Charlotte, state of North Carolina, on April 7, 2000.
INFORMATION ARCHITECTS CORPORATION
By: /s/ ROBERT F. GRUDER
----------------------------------------
Robert F. Gruder
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- -------------------------- -------------------------- -------------
/s/ ROBERT F. GRUDER Chief Executive Officer April 7, 2000
- ------------------------ and Chairman of the Board
(Robert F. Gruder) (Principal Executive Officer)
/s/ J. Wayne Thomas Chief Financial Officer April 7, 2000
- ------------------------ (Principal Financial and
(J. Wayne Thomas) Accounting Officer)
/s/ Thomas J. Dudchik Senior Vice President and April 7, 2000
- ------------------------ Director
/s/ J (Thomas J. Dudchik)
/s/ Richard J. Blumberg Director April 7, 2000
- ------------------------
(Richard J. Blumberg)
/s/James H. McLaughlin Director April 7, 2000
- ------------------------
(James H. McLaughlin)
Each person whose signature appears above hereby appoints Robert F.
Gruder as such person's true and lawful attorney, with full power for him to
sign, for such person and in such person's name and capacity indicated below,
any and all amendments to this registration statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
<PAGE> 9
EXHIBIT INDEX
Exhibit
Number Description
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3.2 Articles Of Amendment To The Articles Of Incorporation Of
Alydaar Software Corporation
3.3 Articles Of Restatement of the Restated Articles of
Incorporation of Information Architects Corporation
4.1* Alydaar Software Corporation Omnibus Stock Plan
4.2* Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated October 20, 1997
4.3* Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated October 20, 1997
4.4* Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated December 20, 1997
4.5 Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated May 22, 1998
4.6 Addendum to Alydaar Software Corporation Omnibus Stock Plan
dated June 4, 1999
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of Holtz Rubenstein & Co., LLP, independent auditors.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
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*Incorporated by reference from previous filings with the Securities
and Exchange Commission.
<PAGE> 1
EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ALYDAAR SOFTWARE CORPORATION
Pursuant to the
North Carolina Business Corporation Act
Alydaar Software Corporation, a corporation organized and existing
under the laws of the State of North Carolina (the "Corporation"), hereby adopts
the following Articles of Amendment to its Articles of Incorporation ("Articles
of Amendment"):
1. The name of the Corporation is Alydaar Software Corporation.
2. These Articles of Amendment were duly adopted by the shareholders of
the Corporation on June 4, 1999 in accordance with the provisions of the North
Carolina Business Corporation Act (the "Act"). The text of each amendment is set
forth below:
(a) Section 1 of the Articles of Incorporation shall be
deleted in its entirety and the following substituted in lieu thereof:
"1. The name of the corporation shall be Information Architects
Corporation."
(b) Section 2 of the Articles of Incorporation shall be
deleted in its entirety and the following substituted in lieu thereof:
"2. The total number of shares of stock which the Corporation shall
have authority to issue is 51,000,000 shares, of which 1,000,000 shares shall be
Preferred Stock, $.001 par value per share (the "Preferred Stock"), and
50,000,000 shares shall be Common Stock, $.001 par value per share (the "Common
Stock").
The Board of Directors of the Corporation, by resolution, shall
establish the rights, privileges, vote, liquidation preference, series,
convertibility, dividend (whether cumulative or non-cumulative), and redemption
provisions of the Preferred Stock."
(c) Section 3 of the Articles of Incorporation shall be
deleted in its entirety and the following substituted in lieu thereof:
"3. The address of the current registered office of the Corporation in
the State of North Carolina is 4064 Colony Road, Charlotte, NC 28211,
Mecklenburg County, North Carolina; and the name of its current registered agent
at such address is J. Dain Dulaney, Jr."
3. These articles shall be effective upon filing.
<PAGE> 2
IN WITNESS WHEREOF, the Corporation has executed these Articles of
Amendment on June 16, 1999.
ALYDAAR SOFTWARE CORPORATION
By: /s/ J. Dain Dulaney, Jr.
-------------------------------
Name: J. Dain Dulaney, Jr.
Title: Secretary
<PAGE> 1
EXHIBIT 3.3
ARTICLES OF RESTATEMENT
OF
THE RESTATED ARTICLES OF INCORPORATION
OF
INFORMATION ARCHITECTS CORPORATION
Pursuant to Section 55-10-07 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Restatement for
the purposes of integrating into one document its original articles of
incorporation and all amendments thereto:
1. The name of the corporation is Information Architects Corporation.
2. Attached hereto as Exhibit I are the restated articles of
incorporation.
3. The restated articles of incorporation of the corporation are restated
only for the purposes of integrating into one document its original
articles of incorporation and all amendments thereto and do not contain
any additional amendments to the presently filed articles of
incorporation, as amended.
This the 16th day of June, 1999.
Information Architects Corporation
By: /s/ J. Dain Dulaney, Jr.
---------------------------------
J. Dain Dulaney, Jr.
Secretary
<PAGE> 1
EXHIBIT 4.5
ADDENDUM
TO
ALYDAAR SOFTWARE CORPORATION
OMNIBUS STOCK OPTION PLAN
THIS ADDENDUM is effective as of the 22nd day of May, 1998 to the
ALYDAAR SOFTWARE CORPORATION OMNIBUS STOCK PLAN ("Plan") pursuant to approval by
the shareholders of Alydaar Software Corporation, as recorded in the minutes of
the 1998 Alydaar Software Corporation Annual Shareholder Meeting, dated May 22,
1998. The provisions of this Addendum are hereby made a part of the Plan. Should
a conflict exist among the provisions of the Plan, the Exhibits thereto and this
Addendum, the provision of this Addendum shall control. Any terms in capital
letters not defined in this Addendum shall have the meaning set forth in the
Plan.
1. Article V, Section 5.1 (General) is amended so that the number of Shares for
which Awards may be granted under the Plan is increased from two million
(2,000,000) to three million (3,000,000).
By: /s/ ROBERT F. GRUDER
------------------------
Print Name: Robert F. Gruder
Title: Chief Executive Officer, Alydaar Software Corporation
<PAGE> 1
EXHIBIT 4.6
ADDENDUM
TO
ALYDAAR SOFTWARE CORPORATION
OMNIBUS STOCK OPTION PLAN
THIS ADDENDUM is effective as of the 4th day of June, 1999 to the
ALYDAAR SOFTWARE CORPORATION OMNIBUS STOCK PLAN ("Plan") pursuant to approval by
the shareholders of Alydaar Software Corporation, as recorded in the minutes of
the 1999 Alydaar Software Corporation Annual Shareholder Meeting, dated June 4,
1999. The provisions of this Addendum are hereby made a part of the Plan. Should
a conflict exist among the provisions of the Plan, the Exhibits thereto and this
Addendum, the provision of this Addendum shall control. Any terms in capital
letters not defined in this Addendum shall have the meaning set forth in the
Plan.
1. Each instance of "Alydaar Software Corporation" in the Plan, including in
the title of the Plan, shall be deleted and replaced with "Information
Architects Corporation".
By: /s/ J. Dain Dulaney, Jr.
--------------------------
Print Name: J. Dain Dulaney, Jr.
Title: Secretary, Alydaar Software Corporation
<PAGE> 1
EXHIBIT 5.1
[MCGUIRE WOODS BATTLE & BOOTHE LLP Logo]
Bank of America Corporate Center
100 North Tryon Street, Suite 2900
Charlotte, North Carolina 28202-4011
Telephone/TDD (704) 373-8999 Fax (704) 373-8935
April 7, 2000
Information Architects Corporation
4064 Colony Road
Charlotte, NC 28211
Ladies and Gentlemen:
We have acted as counsel to Information Architects Corporation (the
"Company") in connection with the filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the "Registration
Statement") relating to the Information Architects Corporation Omnibus Stock
Plan, as amended (the "Plan"). The Registration Statement covers 1,000,000
shares of Common Stock, par value $0.001 per share, of the Company (the "Common
Stock") which have been reserved for issuance under the Plan.
In reaching the opinion stated in this letter, we have reviewed
originals of copies of the Registration Statement, the Articles of Incorporation
and the Bylaws of the Company, both as amended to date, and such other documents
as we have considered relevant. We have assumed that (i) all information
contained in all documents reviewed by us is correct, (ii) all signatures on all
documents reviewed by us and genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, (v) each natural person
signing any document reviewed by us had the legal capacity to do so and (vi)
each natural person signing in a representative capacity any document reviewed
by us had authority to sign in such capacity.
Based upon the foregoing, we are of the opinion that the 1,000,000
shares of Common Stock, when issued or sold in accordance with the terms and
provisions of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We do not admit by giving this consent that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into the Registration
Statement on Form S-8 of our report dated February 16, 2000 with respect to the
consolidated financial statements of Information Architects Corporation and
Subsidiary included in the Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
April 7, 2000
