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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1999
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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REALTY INFORMATION GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7375 52-1543845
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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7475 Wisconsin Avenue
Bethesda, Maryland 20814
(301) 215-8300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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ANDREW C. FLORANCE
President and Chief Executive Officer
Realty Information Group, Inc.
7475 Wisconsin Avenue
Bethesda, Maryland 20814
(301) 215-8300
(Address, including zip code, and telephone number, including area code, of
agent for service)
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COPIES TO:
<TABLE>
<S> <C>
WILLIAM R. GALEOTA, ESQ. BRUCE S. MENDELSOHN, ESQ.
MICHAEL K. ISENMAN, ESQ. PAUL A. BELVIN, ESQ.
SHEA & GARDNER AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1800 MASSACHUSETTS AVENUE, N.W. 1333 NEW HAMPSHIRE AVENUE, N.W.
WASHINGTON, D.C. 20036 WASHINGTON, D.C. 20036
(202) 828-2000 (202) 887-4000
FAX: (202) 828-2195 FAX: (202) 887-4288
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after effectiveness of the Registration Statement.
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 of
1933, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[X] 333-74953
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,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of each class Amount to Price Per Offering Registration
to be registered Be Registered(1) Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock ($.01 par value per share)........ 115,000 shares $34.50 $3,967,500 $1,103
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</TABLE>
(1) Includes 15,000 shares of Common Stock which may be purchased by the
underwriters to cover overallotments, if any.
(2) Based upon the actual offering price per share before underwriting discounts
and commissions.
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2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-74953, as
amended, (the "Prior Registration Statement"), declared effective by the
Commission on May 4, 1999, including any prospectuses filed pursuant thereto,
are hereby incorporated herein by reference. This Registration Statement is
being filed solely to increase the number of shares of common stock of Realty
Information Group, Inc. (the "Common Stock") to be offered in the public
offering of Common Stock contemplated by the Prior Registration Statement by
100,000 shares plus up to 15,000 shares that may be sold pursuant to the
Underwriters' overallotment option.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the
cover page of this Registration Statement by a wire transfer of such amount to
the Commission's account at Mellon Bank as soon as practicable (but no later
than the close of business on May 6, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in this relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by the bank during regular business hours on May 5, 1999.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bethesda,
State of Maryland, on the 5th day of May, 1999.
REALTY INFORMATION GROUP, INC.
By: /s/
---------------------------------------
Andrew C. Florance
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
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<CAPTION>
SIGNATURE CAPACITY DATE
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<C> <S> <C>
* Chairman of the Board May 5, 1999
- ---------------------------------------------------
Michael R. Klein
/s/ Chief Executive Officer and May 5, 1999
- --------------------------------------------------- President, and a Director
Andrew C. Florance (Principal Executive Officer)
/s/ Chief Financial Officer (Chief May 5, 1999
- --------------------------------------------------- Financial and Accounting
Frank A. Carchedi Officer)
* Director May 5, 1999
- ---------------------------------------------------
David Bonderman
* Director May 5, 1999
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Warren H. Haber
* Director May 5, 1999
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John Simon
* Director May 5, 1999
- ---------------------------------------------------
Lanning Macfarland III
*By: /s/
---------------------------------------------
Frank A. Carchedi
Attorney-in-Fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
Exhibit No Description
5.1 Opinion of Shea & Gardner
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Shea & Gardner (Contained in Exhibit 5.1)
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF SHEA & GARDNER]
May 5, 1999
Realty Information Group, Inc.
7475 Wisconsin Avenue
Bethesda, Maryland 20814
Ladies and Gentlemen:
As counsel for Realty Information Group, Inc., a Delaware corporation
(the "Company"), we are familiar with the Company's Registration Statement on
Form S-1, first filed with the Securities and Exchange Commission the
("Commission") under the Securities Act of 1933, as amended (the "Act"), on
May 5, 1999, (the "Registration Statement") with respect to the offering (the
"Offering") of up to 115,000 shares (the "Shares") of the Company's Common
Stock, $.01 par value, by the Company and certain selling stockholders.
In connection with the foregoing, we have examined (i) the Certificate of
Incorporation of the Company filed with the Secretary of State of Delaware on
February 2, 1998, (ii) the Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on March 13, 1998, (iii) the By-laws of the
Company, (iv) the form of stock certificate for Common Stock of the Company, and
(v) such records of the corporate proceedings of the Company, such certificates
of public officials and such other documents as we deemed necessary to render
this opinion. We have assumed the genuineness of all signatures on all
documents, the authenticity of all documents submitted to us as originals, and
the conformity to the originals of all documents submitted to us as copies.
Based on such examination and assumptions, we are of the opinion that:
1. The Company is a corporation duly incorporated and existing under the
laws of the State of Delaware; and
2. The Shares have been duly authorized and when sold, issued, and paid
for pursuant to the duly executed Underwriting Agreement (in substantially the
form filed as an exhibit to the Company's prior registration statement, Reg. No.
333-74953, and incorporated into the Registration Statement pursuant to Rule
462(b) under the Act) will be validly issued, fully paid and nonassessable.
<PAGE> 2
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus which is
part of the Registration Statement.
Very truly yours,
SHEA & GARDNER
By: /s/ William R. Galeota
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William R. Galeota, a partner
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) filed pursuant to Rule 462(b) of the Securities and Exchange Act of
1933, as amended, the reference to our firm under the caption "Experts" and of
our reports dated February 12, 1999 for Realty Information Group, Inc., February
5, 1999 for LeaseTrend, Inc., and February 5, 1999 for Jamison Research, Inc.,
in the Registration Statement (Form S-1 No. 333-74953) and related Prospectus of
Realty Information Group, Inc. for the registration of 2,750,000 shares of its
common stock, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Washington, D.C.
May 4, 1999
