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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7373 76-0553110
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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10375 RICHMOND AVENUE, SUITE 1620
HOUSTON, TEXAS 77042
(713) 361-2500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARSHALL G. WEBB
BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
10375 RICHMOND AVENUE, SUITE 1620
HOUSTON, TEXAS 77042
(713) 361-2500
FAX: (713) 361-2501
(Name, address, including zip code, and telephone number,
including area code, of registrant's agent for service)
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Copies to:
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<S> <C>
ROBERT J. VIGUET, JR. CHARLES L. STRAUSS
CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN FULBRIGHT & JAWORSKI L.L.P.
1200 SMITH STREET, SUITE 1400 1301 MCKINNEY, 51ST FLOOR
HOUSTON, TEXAS 77002-4310 HOUSTON, TEXAS 77010-3095
(713) 658-1818 (713) 651-5151
FAX: (713) 658-2553 FAX: (713) 651-5246
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] (No. 333-43209)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED(1) PRICE PER SHARE PRICE(1) REGISTRATION FEE
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Common Stock,
$.001 par value 575,000 shares $13.00 $7,475,000 $2,206
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(1) Includes 75,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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The contents of the registration statement on Form S-1 (No. 333-43209)
filed by BrightStar Information Technology Group, Inc. pursuant to the
Securities Act of 1933, as amended, and declared effective on April 16, 1998,
are hereby incorporated by reference in this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on April 16, 1998.
BRIGHTSTAR INFORMATION TECHNOLOGY
GROUP, INC.
By: /s/ MARSHALL G. WEBB
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Marshall G. Webb, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of April 16, 1998.
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SIGNATURE TITLE
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GEORGE M. SIEGEL* Chairman of the Board of Directors
- - -----------------------------------------------------
George M. Siegel
/s/ MARSHALL G. WEBB President, Chief Executive Officer and
- - ----------------------------------------------------- Director
Marshall G. Webb (Principal Executive Officer)
DANIEL M. COFALL* Executive Vice President, Chief
- - ----------------------------------------------------- Financial Officer and Treasurer
Daniel M. Cofall (Principal Financial and Accounting
Officer)
*By: /s/ MARSHALL G. WEBB
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Marshall G. Webb
Attorney-in-Fact
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EXHIBIT INDEX
The contents of the Registration Statement on Form S-1 (Registration No.
333-43209), registering 3,750,000 shares of common stock, $.001 par value, of
the Registrant, are hereby incorporated by reference herein. Filed as exhibits
hereto are the following opinions and consents:
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EXHIBITS DESCRIPTION
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5.1 -- Opinion of Chamberlain, Hrdlicka, White, Williams &
Martin as to the legality of the securities being
registered.
23.1 -- Consent of Deloitte & Touche, LLP. dated April 20, 1998.
23.2 -- Consent of Deloitte Touche Tohmatsu dated April 20, 1998.
23.3 -- Consent of Chamberlain, Hrdlicka, White, Williams &
Martin (included in Exhibit 5.1).
23.4 -- Consent of Brian R. Blackmarr to be named as a director.
23.5 -- Consent of Jennifer T. Barrett to be named as a director.
23.6 -- Consent of David A. Reamer to be named as a director.
23.7 -- Consent of William H. Sitter to be named as a director.
24.1 -- Power of Attorney (incorporated by reference to page II-5
of the Registrant's Registration Statement on Form S-1,
SEC File No. 333-43209, dated December 24, 1997).
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EXHIBIT 5.1
April 20, 1998
BrightStar Information Technology Group, Inc.
10375 Richmond Avenue, Suite 1620
Houston, Texas 77042
Gentlemen:
We have acted as counsel to BrightStar Information Technology Group,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
and filing by the Company of a Registration Statement on Form S-1 ( the "Public
Offering Registration Statement") under the Securities Act of 1933, as amended,
relating to the proposed offering of up to 4,312,500 shares of the common stock,
par value $.001 per share ("Common Stock"), of the Company and a Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of Regulation C (the "Rule
462 Registration Statement") covering the issuance and sale of up to an
additional 575,000 shares of the Company's Common Stock (collectively, the
shares covered under the Public Offering Registration Statement and the Rule 462
Registration Statement are sometimes referred to herein as the "Shares"). The
Shares are to be offered upon the terms and subject to the conditions set forth
in a proposed Underwriting Agreement by and among CIBC Oppenheimer Corp. and
Dain Rauscher Incorporated, as representatives of the several underwriters, and
the Company.
In so acting, we have examined the Public Offering Registration
Statement on Form S-1 and the Rule 462 Registration Statement on Form S-1. We
have examined originals or copies certified or otherwise identified to our
satisfaction of the Certificate of Incorporation of the Company, and any
amendments thereto, the Bylaws of the Company, the corporate proceedings with
respect to the offering of the Shares, and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity and completeness of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the
authenticity and completeness of the originals of such latter documents, and the
correctness of all statements of fact contained in all documents that we have
examined.
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Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Shares are duly authorized and, when
issued and delivered to the purchasers thereof against payment therefor in
accordance with the terms of the Underwriting Agreement, will be validly issued,
fully paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent, except that we
hereby consent to the filing of this opinion as an exhibit to the Rule 462
Registration Statement. Consent also is given to the reference to this firm
under the caption "Legal Matters" in the prospectuses forming a part of the Rule
462 Registration Statement.
Very truly yours,
/s/ CHAMBERLAIN, HRDLICKA, WHITE,
WILLIAMS & MARTIN
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
BrightStar Information Technology Group, Inc. on Form S-1 of our reports for
Brian R. Blackmarr and Associates, Inc. dated December 19, 1997, Integrated
Controls, Inc. dated February 9, 1998, Mindworks Professional Education Group,
Inc. dated February 6, 1998, Software Consulting Services America, LLC dated
February 16, 1998, Software Innovators, Inc. dated December 19, 1997, Zelo
Group, Inc. dated February 16, 1998, and BIT Investors, LLC dated February 16,
1998, appearing in Registration Statement No. 333-43209 on Form S-1 dated April
14, 1998 and the Prospectus, which is part of Registration Statement No.
333-43209.
DELOITTE & TOUCHE LLP
Dallas, Texas
April 20, 1998
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of BrightStar Information Technology Group, Inc. on Form S-1 of our report for
SCS Unit Trust dated December 19, 1997, appearing in Registration Statement No.
333-43209 on Form S-1, dated April 14, 1998 and the Prospectus, which is part of
Registration Statement No. 333-43209.
DELOITTE TOUCHE TOHMATSU
Melbourne, Australia
April 20, 1998
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EXHIBIT 23.4
CONSENT OF PERSON TO BECOME A DIRECTOR
Pursuant to Rule 438 under the Securities Act of 1933, as amended (the
"Act"), I hereby consent to the use of my name and any reference to me as a
person nominated to become a director of BrightStar Information Technology
Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's
Registration Statement on Form S-1 to be filed with the Securities and Exchange
Commission pursuant to the Act, and any amendments thereto.
Dated: April 17, 1998
/s/ BRIAN R. BLACKMARR
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Brian R. Blackmarr
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EXHIBIT 23.5
CONSENT OF PERSON TO BECOME A DIRECTOR
Pursuant to Rule 438 under the Securities Act of 1933, as amended (the
"Act"), I hereby consent to the use of my name and any reference to me as a
person nominated to become a director of BrightStar Information Technology
Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's
Registration Statement on Form S-1 to be filed with the Securities and Exchange
Commission pursuant to the Act, and any amendments thereto.
Dated: April 17, 1998
/s/ JENNIFER T. BARRETT
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Jennifer T. Barrett
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EXHIBIT 23.6
CONSENT OF PERSON TO BECOME A DIRECTOR
Pursuant to Rule 438 under the Securities Act of 1933, as amended (the
"Act"), I hereby consent to the use of my name and any reference to me as a
person nominated to become a director of BrightStar Information Technology
Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's
Registration Statement on Form S-1 to be filed with the Securities and Exchange
Commission pursuant to the Act, and any amendments thereto.
Dated: April 17, 1998
/s/ DAVID A. REAMER
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David A. Reamer
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EXHIBIT 23.7
CONSENT OF PERSON TO BECOME A DIRECTOR
Pursuant to Rule 438 under the Securities Act of 1933, as amended (the
"Act"), I hereby consent to the use of my name and any reference to me as a
director of BrightStar Information Technology Group, Inc. ("BrightStar") in the
Prospectus constituting a part of BrightStar's Registration Statement on Form
S-1 to be filed with the Securities and Exchange Commission pursuant to the Act,
and any amendments thereto.
Dated: April 18, 1998
/s/ WILLIAM H. SITTER
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William H. Sitter
