<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1997
REGISTRATION NO. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
INFORMATION MANAGEMENT RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C>
FLORIDA 59-2911475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
26750 U.S. HIGHWAY 19 NORTH
SUITE 500
CLEARWATER, FLORIDA 34621
(813) 797-7080
(Address of registrant's principal executive offices, including zip code
and telephone number, including area code)
___________________________
INFORMATION MANAGEMENT RESOURCES, INC.
1996 DIRECTORS STOCK OPTION PLAN
STOCK INCENTIVE PLAN
AND
EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plans)
<TABLE>
<S> <C>
SATISH K. SANAN COPY TO:
CHIEF EXECUTIVE OFFICER OBY T. BREWER III, ESQ.
INFORMATION MANAGEMENT RESOURCES, INC. MORRIS, MANNING & MARTIN, L.L.P.
26750 U.S. HIGHWAY 19 NORTH 1600 ATLANTA FINANCIAL CENTER
SUITE 500 3343 PEACHTREE ROAD, N.E.
CLEARWATER, FLORIDA 34621 ATLANTA, GEORGIA 30326
(813) 797-7080 (404) 233-7000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
</TABLE>
___________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Amount to Maximum Maximum
Title of Securities to be be Offering Aggregate
Registered Registered Price Per Offering Amount of
(1) Share (2) Price (2) Registration Fee (2)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.10 PAR 5,795,980 $12.88 $12,588,299.10 $3,814.63
VALUE PER SHARE SHARES
- ------------------------------------------------------------------------------------------------
</TABLE>
_________________
(1) Represents 150,000 shares of Common Stock to be issued and sold by
Registrant under the Information Management Resources, Inc. 1996 Directors
Stock Option Plan (the "Directors Stock Option Plan"), 5,445,980 shares of
Common Stock to be issued and sold by Registrant under the Information
Management Resources, Inc. Stock Incentive Plan (the "Stock Incentive
Plan") and 200,000 shares of Common Stock to be issued and sold by
Registrant under the Information Management Resources, Inc. Employee Stock
Purchase Plan (the "Stock Purchase Plan") (the Directors Stock Option Plan,
the Stock Option Plan and the Stock Purchase Plan are collectively referred
to herein as the "Plans").
(2) The aggregate offering price for 5,222,064 shares of Common Stock issued or
to be issued upon the exercise of outstanding options under the Plans is
$5,199,130.60. The offering price for the remaining 573,916 shares is
estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and is
based upon the average of the high and low sales prices of the Registrant's
Common Stock as reported by the Nasdaq National Market on March 20, 1997, a
date within 5 business days prior to the filing of this Registration
Statement. The chart below details the calculations of the registration
fee:
<PAGE>
<TABLE>
<CAPTION>
TYPE OF SHARES NUMBER OF SHARES AGGREGATE OFFERING PRICE
- ---------------------------------------- ---------------- ------------------------
<S> <C> <C>
Shares issuable pursuant to outstanding
options granted under the Directors 30,000 $ 360,000.00
Stock Option Plan
Shares issuable pursuant to outstanding
options granted under the Stock 5,159,130 $ 4,447,216.00
Incentive Plan
Shares issuable pursuant to the Stock 32,934 $ 391,914.60
Purchase Plan --------------------------------------------
SUBTOTAL: 5,222,064 $ 5,199,130.60
Shares reserved pursuant to the
Directors Stock Option Plan 120,000 $ 1,545,000
Shares reserved pursuant to the Stock 286,850 $ 3,693,193.75
Incentive Plan
Shares reserved pursuant to the Stock 167,066 $ 2,150,974.75
Purchase Plan ---------------------------------------------
TOTAL: 5,795,980 $12,588,299.10
</TABLE>
================================================================================
EXHIBIT INDEX APPEARS ON PAGE 7 OF 8 SEQUENTIALLY NUMBERED PAGES.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or
given to employees and/or directors of Information Management Resources, Inc.
(the "Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or either (i) the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for
the Company's latest fiscal year for which such statements have been
filed, or (ii) the Company's effective Registration Statement on Form 10
filed under the Exchange Act containing audited financial statements for
the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(b) of the
Exchange Act since the end of the fiscal year covered by the Company's
document referred to in (1) above.
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act.
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 indicating that all securities offered under the
Plans have been sold or deregistering all securities then remaining
unsold thereunder, shall be deemed to be incorporated herein by reference
and shall be deemed to be a part hereof from the date of filing thereof.
Any statement contained in any document incorporated or deemed to be
incorporated by reference into the Prospectus shall be deemed to be
modified or superseded for purposes thereof to the extent that a
statement contained therein or in any other subsequently filed document
that is also incorporated or deemed to be incorporated therein by
reference modifies or supersedes such statement. Any such statement so
modified or superseded shall now be deemed, accepted so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Company's Common Stock is incorporated by reference
under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the shares of Common Stock offered hereby
were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Members
of Morris, Manning & Martin, L.L.P. hold an aggregate of 12,641 shares of Common
Stock.
3
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Incorporation and Restated
Bylaws provide that the liability of the directors for monetary damages shall be
limited to the fullest extent permissible under Florida law. This limitation of
liability does not affect the availability of injunctive relief or other
equitable remedies.
The Company's Bylaws provide that the Company will indemnify its
directors and officers to the fullest extent possible under Florida law. These
indemnification provisions require the Company to indemnify such persons against
certain liabilities and expenses to which they may become subject by reason of
their service as a director or officer of the Company of any of its affiliated
enterprises. In addition, the Company has entered into indemnification
agreements with each of its directors providing indemnification to the fullest
extent permitted by applicable law and also setting forth certain procedures,
including the advancement of expenses, that apply in the event of a claim for
indemnification.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ----------------------------------------
<C> <S>
4.1 Amended and Restated Articles of Incorporation of Information
Management Resources, Inc. (Incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form S-1,
Registration Number 333-12037)
4.2 Restated Bylaws of Information Management Resources, Inc.
(Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Registration Number 333-12037)
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of
the securities being registered
23.1 Consent of Coopers & Lybrand L.L.P .
23.2 Consent of Arthur Andersen & Associates
23.3 Consent of Morris, Manning & Martin, L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
4
<PAGE>
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;
(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) do not apply
if the registration statement is on Form S-3 or Form S-8, 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 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.
(3) To remove from the 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
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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.
5
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the undersigned
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 Clearwater, State
of Florida, on this the 19th day of March, 1997.
INFORMATION MANAGEMENT RESOURCES, INC.
By: /s/ Satish K. Sanan
-------------------
Satish K. Sanan
President and Chief Executive Officer
6
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Satish K. Sanan and/or Dilip
Patel, Esq., jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
a Registration Statement relating to the registration of shares of common
stock on Form S-8 and to sign any and all amendments (including post
effective amendments) to the Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the 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 required or necessary to be done in and about the
premises, 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, could lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Satish K. Sanan President and Chief Executive Officer March 19, 1997
-------------------
Satish K. Sanan (Principal Executive Officer) and
Director
/s/ Jeffery S. Slowgrove Treasurer; Director March 19, 1997
------------------------
Jeffery S. Slowgrove
/s/ Kasi V. Sridharan Vice President - Finance March 19, 1997
---------------------
Kasi V. Sridharan (Principal Accounting Officer)
/s/ Michael J. Dean Chief Financial Officer March 19, 1997
-------------------
Michael J. Dean (Principal Financial Officer)
/s/ Philip Shipperlee Managing Director, IMR-U.K.; March 19, 1997
---------------------
Philip Shipperlee Director
/s/ Charles C. Luthin Director March 19, 1997
---------------------
Charles C. Luthin
/s/ Vincent Addonisio Director March 19, 1997
---------------------
Vincent Addonisio
</TABLE>
7
<PAGE>
EXHIBIT INDEX
The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page Number
- ----------- ---------------------------------------- ----------------------
<C> <S> <C>
4.1 Amended and Restated Articles of
Incorporation of Information Management
Resources, Inc. (Incorporated by
reference to Exhibit 3.1 to the
Company's Registration Statement on
Form S-1, Registration Number 333-12037)..............N/A
4.2 Restated Bylaws of Information
Management Resources, Inc.
(Incorporated by reference to Exhibit
3.2 to the Company's Registration
Statement on Form S-1, Registration
Number 333-12037).....................................N/A
5.1 Opinion of Morris, Manning & Martin,
L.L.P. as to the legality of the
securities being registered........................... 8
23.1 Consent of Coopers & Lybrand, L.L.P.................. 9
23.2 Consent of Arthur Andersen & Associates...............10
23.3 Consent of Morris, Manning & Martin,
L.L.P. (included in Exhibit 5.1).....................N/A
24.1 Power of Attorney (included on
signature page)......................................N/A
</TABLE>
8
<PAGE>
MORRIS, MANNING & MARTIN
A LIMITED LIABILITY PARTNERSHIP
March 26, 1997
Information Management Resources, Inc.
26750 U.S. Highway 19 North
Suite 500
Clearwater, Florida 34621
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Information Management Resources, Inc.,
a Florida corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8, of a proposed offering of 150,000
shares of the Company's common stock, par value $.10 per share
("Shares"), issuable pursuant to the Information Management Resources,
Inc. 1996 Directors Stock Option Plan (the "Directors Stock Option
Plan"), 5,445,980 Shares issuable pursuant to the Information Management
Resources, Inc. Stock Incentive Plan (the "Stock Incentive Plan") and
200,000 Shares issuable pursuant to the Information Management Resources,
Inc. Employee Stock Purchase Plan (together with the Directors Stock
Option Plan and the Stock Incentive Plan, the "Plans").
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records, and other instruments relating to the incorporation of
the Company and to the authorization and issuance of Shares under the
Plans as would be necessary and advisable for purposes of rendering this
opinion. Based upon and subject to the foregoing, we are of the opinion
that:
1. The Company is a corporation duly incorporated and in
existence under the laws of the State of Florida; and
2. The Shares have been duly authorized and, when issued as
contemplated by the Plans, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Oby T. Brewer III
A Partner
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Information Management Resources, Inc. and subsidiary on Form S-8 of our report
dated September 6, 1996, except as to certain information in Note 20, for which
the date is September 12, 1996, on our audits of the consolidated financial
statements of Information Management Resources, Inc. and subsidiary as of
December 31, 1995 and 1994 and for the three years in the period ended December
31, 1995, appearing in the Registration Statement on Form S-1 (File No.
333-12037) of Information Management Resources, Inc. and subsidiary filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Tampa, Florida
March 26, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Information Management
Resources, Inc. of our report dated September 6, 1996, on the balance sheets of
Information Management Resources (India) Limited as of December 31, 1995 and
December 31, 1994, and the related statements of operations, shareholders'
equity and cash flows for the years ended December 31, 1995 and December 31,
1996 and the four months ended December 31, 1993 included in Information
Management Resources, Inc.'s Form S-1 (File No. 333-12037) filed on November 7,
1996, and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN & ASSOCIATES
Bombay, India
March 26, 1997
