As filed on March 29, 1999
Registration No. 333-59777
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NUMBER 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 1-12909
INTERNATIONAL COMPUTEX, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1938206
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
---------------------------
(Address of registrant's Principal Executive Offices)
1996 Stock Option Plan and
1995 Restricted Nonqualified Incentive Stock Option Plan
(collectively, the "Plans")
(Full titles of the plans)
---------------------------
Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 577-6000
---------------------------
(Name and address of agent for service)
Copies of all communications to:
Haim E. Dahan, Chief Executive Officer and
Ralph E. Walter, Chief Financial Officer
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
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<PAGE>
BACKGROUND
On July 23, 1997, the Issuer filed with the Commission Registration
Statement No. 333-31861 on Form S-8 in order to register 500,000 shares of
Common Stock for issuance pursuant to the Issuer's 1996 Stock Option Plan.
Under the Plan, 27,380 shares were issued under that Registration Statement
pursuant to exercise of options during the period July 23, 1997 through
July 23, 1998, leaving 472,620 registered shares unissued. A new
Registration Statement on Form S-8, Registration No. 333-59777, was filed
on July 24, 1998, registering 872,620 shares of Common Stock under the
Plan. The new Registration Statement was intended to replace Registration
Statement No. 333-31861 and applied to all shares issued pursuant to
options exercised under the Plan on or after July 24, 1998. From July 24,
1998 through the date hereof, 2,880 shares were issued under Form S-8
Registration Statement No. 333-59777, leaving 869,740 shares of Common
Stock available under that Registration Statement.
On March 25, 1999, the Issuer filed with the Commission a Form 15 to
suspend its duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
DEREGISTRATION
Based upon the foregoing, the Issuer hereby deregisters the 869,740 shares
of Common Stock heretofore registered and not sold pursuant to Registration
Statement No. 333-59777.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the State of Georgia, on March
24, 1999.
INTERNATIONAL COMPUTEX, INC.
By: /s/ Haim E. Dahan
--------------------------
Haim E. Dahan,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated.
Name Capacity Date
- ---- -------- ----
* Director
- --------------------------
Leo Benatar
/s/ Haim E. Dahan Director, Chief Executive March 24, 1999
- -------------------------- Officer (Principal
Haim E. Dahan Executive Officer) and
President
* Director and Vice
- -------------------------- President of Research
Michael J. Galvin and Development
* Director and Treasurer
- --------------------------
Patricia Tuxbury Salem
* Director
- --------------------------
Hugh E. Sawyer
/s/ Ralph E. Walter Chief Financial Officer March 24, 1999
- --------------------------- and Controller (Principal
Ralph E. Walter Financial and Accounting
Officer)
*By: /s/ Haim E. Dahan March 24, 1999
- ---------------------------
Haim E. Dahan,
as Attorney-in-Fact
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 2
International CompuTex, Inc.
(Name of Issuer)
International CompuTex, Inc.
Haim E. Dahan
Michael J. Galvin
Patricia Tuxbury Salem
Information Handling Services Inc.
IHS Itemquest Holdings Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
459337 10 1
(CUSIP Number of Class of Securities)
Haim E. Dahan Stephen Green
International CompuTex, Inc. Information Handling Services Inc.
5500 Interstate North Parkway Iverness Business Park
Suite 507 15 Iverness Way
Atlanta, Georgia 30328 Englewood, Colorado 80112
(770) 953-1464 (303) 790-0600
With a copy to:
Robert Rosenman
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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<PAGE>
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR
240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [ss.240.13e-3(c)] under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under
the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$18,190,691 $3,638
* For purposes of calculation of fee only. This amount is based on (i)
conversion of 1,683,357 shares of common stock, par value $.001 per share,
of International CompuTex, Inc. (the "ICI Common Stock") into the right to
receive $9.50 in cash per share and (ii) the payment of an amount, with
respect to the cashless exercise of stock options, equal to $2,198,800,
which is based upon the difference between the applicable exercise prices
and $9.50 per share of ICI Common Stock.
** The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percent of the transaction value.
[ ] Check box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid.
Identify the previous filing by registration
statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $3,638
Form or Registration Number: Rule 13e-3 Transaction Statement
Filing Party: International CompuTex, Inc., Haim E. Dahan,
Michael J. Galvin
and Patricia Tuxbury Salem
Date Filed: January 19, 1999
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<PAGE>
This Amendment No. 2 further amends and supplements the Rule
13e-3 Transaction Statement (the "Original Statement") filed by
International CompuTex, Inc., a Georgia corporation ("ICI"), Haim E. Dahan,
Michael J. Galvin and Patricia Tuxbury Salem with the Securities and
Exchange Commission (the "Commission") on January 19, 1999, which was
amended and supplemented by Amendment No. 1 to the Original Statement
("Amendment No. 1") filed by ICI, Haim E. Dahan, Michael J. Galvin,
Patricia Tuxbury Salem, Information Handling Services Inc., a Delaware
corporation ("IHS"), and IHS Itemquest Holdings Inc., a Delaware
corporation ("Holdings"), with the Commission on February 25, 1999. Except
as set forth in this Amendment No. 2, there are no changes to the
information set forth in the Original Statement, as amended by Amendment
No. 1.
The Original Statement, as amended by Amendment No. 1 and this
Amendment No. 2, relates to the merger (the "Merger") of IHS Itemquest II
Inc., a Georgia corporation and a wholly owned subsidiary of Holdings
("Merger Sub"), with and into ICI (the "Merger") pursuant to the Agreement
and Plan of Merger dated as of January 25, 1999, among IHS, Holdings,
Merger Sub and ICI (the "Merger Agreement"). The Merger, the transaction to
which the Original Statement, as amended by Amendment No. 1 and this
Amendment No. 2, relates, has been completed. This Amendment No. 2 is the
final amendment to the Original Statement.
Item 10. Interest in Securities of the Issuer
Pursuant to the Merger Agreement, the Merger became effective on
March 24, 1999. Upon the effectiveness of the Merger, each outstanding
share of common stock, par value $.001 per share, of ICI ("ICI Common
Stock") was converted into the right to receive $9.50 in cash (other than
shares of ICI Common Stock (i) owned by ICI, Holdings or Merger Sub and
(ii) held by any person entitled to demand, and who properly demands,
payment of the fair value of such shares pursuant to, and who complies in
all respects with, Article 13 of the Georgia Business Corporation Code). As
a result of the Merger, ICI became a wholly owned subsidiary of Holdings.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct
and complete.
Dated: March 29, 1999
INTERNATIONAL COMPUTEX, INC.,
by /s/ Haim E. Dahan
------------------------------
Name: Haim E. Dahan
Title: President
/s/ Haim E. Dahan
------------------------------
Haim E. Dahan
/s/ Michael J. Galvin
------------------------------
Michael J. Galvin
/s/ Patricia Tuxbury Salem
------------------------------
Patricia Tuxbury Salem
INFORMATION HANDLING SERVICES INC.,
by /s/ Stephen Green
------------------------------
Name: Stephen Green
Title: Vice President
IHS ITEMQUEST HOLDINGS INC.,
by /s/ Stephen Green
------------------------------
Name: Stephen Green
Title: Vice President
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 2
International CompuTex, Inc.
(Name of Issuer)
International CompuTex, Inc.
Haim E. Dahan
Michael J. Galvin
Patricia Tuxbury Salem
Information Handling Services Inc.
IHS Itemquest Holdings Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
459337 10 1
(CUSIP Number of Class of Securities)
Haim E. Dahan Stephen Green
International CompuTex, Inc. Information Handling Services Inc.
5500 Interstate North Parkway Iverness Business Park
Suite 507 15 Iverness Way
Atlanta, Georgia 30328 Englewood, Colorado 80112
(770) 953-1464 (303) 790-0600
With a copy to:
Robert Rosenman
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
- ---------------------------------------------------------------------------
<PAGE>
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR
240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [ss.240.13e-3(c)] under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under
the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$18,190,691 $3,638
* For purposes of calculation of fee only. This amount is based on (i)
conversion of 1,683,357 shares of common stock, par value $.001 per share,
of International CompuTex, Inc. (the "ICI Common Stock") into the right to
receive $9.50 in cash per share and (ii) the payment of an amount, with
respect to the cashless exercise of stock options, equal to $2,198,800,
which is based upon the difference between the applicable exercise prices
and $9.50 per share of ICI Common Stock.
** The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percent of the transaction value.
[ ] Check box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid.
Identify the previous filing by registration
statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $3,638
Form or Registration Number: Rule 13e-3 Transaction Statement
Filing Party: International CompuTex, Inc., Haim E. Dahan,
Michael J. Galvin
and Patricia Tuxbury Salem
Date Filed: January 19, 1999
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<PAGE>
This Amendment No. 2 further amends and supplements the Rule
13e-3 Transaction Statement (the "Original Statement") filed by
International CompuTex, Inc., a Georgia corporation ("ICI"), Haim E. Dahan,
Michael J. Galvin and Patricia Tuxbury Salem with the Securities and
Exchange Commission (the "Commission") on January 19, 1999, which was
amended and supplemented by Amendment No. 1 to the Original Statement
("Amendment No. 1") filed by ICI, Haim E. Dahan, Michael J. Galvin,
Patricia Tuxbury Salem, Information Handling Services Inc., a Delaware
corporation ("IHS"), and IHS Itemquest Holdings Inc., a Delaware
corporation ("Holdings"), with the Commission on February 25, 1999. Except
as set forth in this Amendment No. 2, there are no changes to the
information set forth in the Original Statement, as amended by Amendment
No. 1.
The Original Statement, as amended by Amendment No. 1 and this
Amendment No. 2, relates to the merger (the "Merger") of IHS Itemquest II
Inc., a Georgia corporation and a wholly owned subsidiary of Holdings
("Merger Sub"), with and into ICI (the "Merger") pursuant to the Agreement
and Plan of Merger dated as of January 25, 1999, among IHS, Holdings,
Merger Sub and ICI (the "Merger Agreement"). The Merger, the transaction to
which the Original Statement, as amended by Amendment No. 1 and this
Amendment No. 2, relates, has been completed. This Amendment No. 2 is the
final amendment to the Original Statement.
Item 10. Interest in Securities of the Issuer
Pursuant to the Merger Agreement, the Merger became effective on
March 24, 1999. Upon the effectiveness of the Merger, each outstanding
share of common stock, par value $.001 per share, of ICI ("ICI Common
Stock") was converted into the right to receive $9.50 in cash (other than
shares of ICI Common Stock (i) owned by ICI, Holdings or Merger Sub and
(ii) held by any person entitled to demand, and who properly demands,
payment of the fair value of such shares pursuant to, and who complies in
all respects with, Article 13 of the Georgia Business Corporation Code). As
a result of the Merger, ICI became a wholly owned subsidiary of Holdings.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct
and complete.
Dated: March 29, 1999
INTERNATIONAL COMPUTEX, INC.,
by /s/ Haim E. Dahan
------------------------------
Name: Haim E. Dahan
Title: President
/s/ Haim E. Dahan
------------------------------
Haim E. Dahan
/s/ Michael J. Galvin
------------------------------
Michael J. Galvin
/s/ Patricia Tuxbury Salem
------------------------------
Patricia Tuxbury Salem
INFORMATION HANDLING SERVICES INC.,
by /s/ Stephen Green
------------------------------
Name: Stephen Green
Title: Vice President
IHS ITEMQUEST HOLDINGS INC.,
by /s/ Stephen Green
------------------------------
Name: Stephen Green
Title: Vice President
