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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 333-74953
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
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)
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DELAWARE 7375 52-1543845
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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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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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:
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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
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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 other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [ ]
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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are as
follows:
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Securities and Exchange Commission registration fee......... $ 22,923
National Association of Securities Dealers, Inc. filing
fee....................................................... 8,746
Nasdaq National Market listing fee.......................... 17,500
Legal fees and expenses..................................... 275,000
Accountants' fees and expenses.............................. 100,000
Printing and engraving expenses............................. 200,000
Transfer Agent and Registrar fees and expenses.............. 2,500
Miscellaneous............................................... 373,331
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Total..................................................... $1,000,000
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The Registrant will bear all of the foregoing fees and expenses.
The foregoing, except for the Securities and Exchange Commission
registration fee, the National Association of Securities Dealers, Inc. filing
fee and the Nasdaq National Market listing fee, are estimates.
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Registrant's Certificate of Incorporation provides that the Registrant
shall, subject to certain limitations, indemnify its directors and officers
against expenses (including attorneys' fees, judgments, fines and certain
settlements) actually and reasonably incurred by them in connection with any
suit or proceeding to which they are a party so long as they acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the Delaware General Corporation Law permits a Delaware
corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. The enabling
statute provides, however, that liability for breaches of the duty of loyalty,
acts or omissions not in good faith or involving intentional misconduct, or
knowing violation of the law, and the unlawful purchase or redemption of stock
or payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner. The Registrant's Certificate of
Incorporation includes a provision which eliminates, to the fullest extent
permitted, director liability for monetary damages for breaches of fiduciary
duty.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In the three years preceding the filing of this Registration Statement, the
Company sold the following securities that were not registered under the
Securities Act:
1. On April 6, 1996, RIGLP, a limited partnership which previously operated
the business of the Company, acquired all of the assets of Chicago ReSource Inc.
from Law Bulletin Publishing Company in exchange for 114,640.55 limited
partnership units valued nominally at $10.45 per unit. ReSource was a real
estate information provider in the Chicago, Illinois area. These units were
issued
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for investment purposes. The issuance of such units was effected in reliance on
the exemption from registration under Section 4(2) of the Securities Act.
2. On June 30, 1996, RIGLP issued to David Schaffel, a vice president of
RIGLP, 10,000 limited partnership units following Mr. Schaffel's exercise of an
option to acquire such units. In connection with the exercise of such units, Mr.
Schaffel received a loan of $50,000 from the partnership, which was utilized for
the payment of the exercise price. Such loan is being forgiven over a three year
period. These units were purchased for investment purposes. The issuance of such
units was effected in reliance on the exemption from registration under Section
4(2) of the Securities Act and Rule 701.
3. During June through October 1996, RIGINC, the general partner of RIGLP,
issued 45,749, 12,200, 871, 1,743, 3,486 and 871 shares to Michael R. Klein (the
Chairman of RIGINC), David Bonderman (a Director of RIGINC), Andrew C. Florance
(the President and a Director of RIGINC), Colden L. Florance (the father of
Andrew C. Florance), John D. White and John Teeger (the President of Founders
Equity, Inc.), respectively, for $11.48 per share. On December 3, 1996, RIGLP
was further capitalized with the issuance of (i) 60,229.762 limited and general
partnership units to RIGINC, its general partner, in exchange for $745,000 (the
amount raised by RIGINC through the share issuances described in the preceding
sentence), (ii) 4,042.266 limited partnership units to Roy V. Fabry (Mr. Klein's
brother-in-law) in exchange for $50,000, (iii) 85,650.062 limited partnership
units issued to Founders/RIG, L.L.C. in exchange for $1.0 million, (iv)
234,451.424 limited partnership units issued to RIG Holdings, L.L.C. (see
"Certain Transactions"), in exchange for $2.9 million, and (v) an aggregate of
22,283.452 limited partnership units issued to Law Bulletin Publishing Company
and certain of its affiliates in exchange for $275,646. These units and shares
were purchased for investment purposes. The issuance of such units and shares
was effected in reliance on the exemption from registration under Section 4(2)
of the Securities Act.
4. On March 1, 1997, RIGLP acquired 99.3% of the stock of NMS, Inc. from
Craig Brown, Kerin Garrett, Nella Shapiro and James D. Carr, the owners of 99.3%
of the stock of NMS, Inc. in exchange for 1,786, 1,429, 365 and 11,130 limited
partnership units, respectively (valued nominally at $14.00 per unit). NMS, Inc.
was a real estate information provider in the San Francisco, California area.
These units were purchased for investment purposes. The issuance of such units
was effected in reliance on the exemption from registration under Section 4(2)
of the Securities Act.
5. On May 12, 1997, RIGINC acquired 21,428 limited partnership units of
RIGLP in exchange for $300,000. Simultaneously, RIGINC issued to Andrew C.
Florance, its President, Chief Executive Officer and a director, 21,428 shares
in full payment of deferred compensation of $300,000 owed to Mr. Florance. These
units were purchased for investment purposes. The issuance of such units was
effected in reliance on the exemption from registration under Section 4(2) of
the Securities Act.
6. On July 7, 1998, the Company issued 5,754,017 shares of Common Stock to
the limited partners of RIGLP and the stockholders of RIGINC. The Company
received as consideration all of the outstanding equity interests of these
entities at a ratio of 3.03 shares of Common Stock for each RIGLP unit or RIGINC
Share. The shares of Common Stock obtained by limited partners of RIGLP and
stockholders of RIGINC upon the exchange of their units and shares continued to
be held for investment purposes, The issuance of such shares was effected in
reliance on the exemption from registration under Section 4(2) of the Securities
Act.
7. On August 14, 1998, the Company acquired C Data Services, Inc. ("Core")
through a transaction in which John G. Redford, Keenan L. Reiney and Stuart
Schube (the shareholders and representative of Core) received 93,530 shares of
Common Stock and approximately $9,000 in cash. These shares were purchased for
investment purposes. The issuance of these shares was effected in reliance on
the exemption from registration under Section 4(2) of the Securities Act.
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8. On January 8, 1999, the Company acquired LeaseTrend, Inc., through a
transaction in which Blue Chip Capitol Fund Limited Partnership, Keith D. Sant,
and trusts established by Fred A. Heitzman III and Gregory Benkert (the
shareholders of LeaseTrend) received 566,671 shares of Common Stock and $4.5
million in cash. The shares were purchased for investment purposes. The issuance
of these shares was effected in reliance on the exemption from registration
under Section 4(2) of the Securities Act.
9. On January 22, 1999, the Company acquired Jamison Research, Inc., in a
transaction in which Henry D. Jamison IV, Leslie Lees Jamison, The Church of the
Apostles of Atlanta and David P. Evemy (the shareholders of Jamison Research and
their assignees) received 448,031 shares of Common Stock and $5,284,000 in cash.
These shares were purchased for investment purposes. The issuance of these
shares was effected in reliance on the exemption from registration under Section
4(2) of the Securities Act.
No underwriters were involved in any of the foregoing sales of securities
Explanatory Note: Shares of RIGINC were split 1,000:928 effective on
January 7, 1997.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS -- See Index to Exhibits.
(b) Financial Statement Schedules are not required.
ITEM 17. UNDERTAKINGS
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 provisions set forth in Item 14, 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 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.
The undersigned Registrant hereby undertakes that:
(1) 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 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bethesda, State of Maryland, on the 30th day of April, 1999.
REALTY INFORMATION GROUP, INC.
By: /s/
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Andrew C. Florance
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on the dates indicated.
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SIGNATURE CAPACITY DATE
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* Chairman of the Board April 30, 1999
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Michael R. Klein
/s/ Chief Executive Officer and April 30, 1999
- --------------------------------------------------- President, and a Director
Andrew C. Florance (Principal Executive Officer)
/s/ Chief Financial Officer (Chief April 30, 1999
- --------------------------------------------------- Financial and Accounting
Frank A. Carchedi Officer)
* Director April 30, 1999
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David Bonderman
* Director April 30, 1999
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Warren H. Haber
* Director April 30, 1999
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John Simon
* Director April 30, 1999
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Lanning Macfarland III
*By: /s/
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Frank A. Carchedi
Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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1.1* -- Form of Underwriting Agreement.
2.1 -- Acquisition and Reorganization Agreement by and among Realty
Information Group, Inc. and LeaseTrend, Inc. and the
Shareholder of LeaseTrend, Inc. dated January 8, 1999
(Incorporated by reference to Exhibit 2.1 to the report of
the Registrant on Form 8-K (File No. 0-24531) filed with the
Commission on January 22, 1999).
2.2 -- Agreement and Plan of Merger between LeaseTrend, Inc. and
LTI Acquisition Corp. dated January 8, 1999 (Incorporated by
reference to Exhibit 2.2 to the report of the Registration
on Form 8-K (File No. 0-24531) filed with the Commission on
January 22, 1999).
2.3 -- Agreement and Plan of Merger by and among Realty Information
Group, Inc., Jamison Research, Inc., Henry D. Jamison IV and
Leslie Lees Jamison dated January 6, 1999 (Incorporated by
reference to Exhibit 2.3 to the report of the Registrant on
Form 8-K (File No. 0-24531) filed with the Commission on
February 2, 1999).
2.4 -- Amendment to Agreement and Plan of Merger by and among
Realty Information Group, Inc., Jamison Research, Inc.,
Jamison Acquisition Corp., Henry D. Jamison IV and Leslie
Lees Jamison dated January 14, 1999 (Incorporated by
reference to Exhibit 2.4 to the report of the Registrant on
Form 8-K (File No. 0-24531) filed with the Commission on
February 2, 1999).
3.1 -- Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 to Amendment No. 4 to the
Registration Statement on Form S-1 of the Registrant (Reg.
No. 333-47953) filed with the Commission on June 30, 1998
(the "1998 Form S-1")).
3.2 -- Amended and Restated By-Laws (Incorporated by reference to
Exhibit 3.2 to the 1998 Form S-1).
4.1 -- Specimen Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 to the 1998 Form S-1).
5.1** -- Opinion of Shea & Gardner.
10.1 -- Realty Information Group, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.1 to the 1998 Form
S-1).
10.2 -- Employment Agreement for Andrew C. Florance (Incorporated by
reference to Exhibit 10.2 to the 1998 Form S-1).
10.3 -- Employment Agreement for Frank A. Carchedi (Incorporated by
reference to Exhibit 10.3 to the 1998 Form S-1).
10.4 -- Employment Agreement for David M. Schaffel (Incorporated by
reference to Exhibit 10.4 to the 1998 Form S-1).
10.5 -- Employment Agreement for Curtis M. Ricketts (Incorporated by
reference to Exhibit 10.5 to the 1998 Form S-1).
10.6* -- Employment Agreement for Fred A. Heitzman III.
10.7 -- Registration Rights Agreement (Incorporated by reference to
Exhibit 10.7 to the 1998 Form S-1).
21.1* -- Subsidiaries of the Company.
23.1* -- Consent of Ernst & Young LLP, Independent Auditors.
23.2** -- Consent of Shea & Gardner (Contained in Exhibit 5.1).
24.1 -- Powers of Attorney (Included in the Signature Pages to the
Registration Statement).
27 * -- Financial Data Schedule.
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* Previously filed
** Filed herewith
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EXHIBIT 5.1
[LETTERHEAD OF SHEA & GARDNER]
April 29, 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
March 24, 1999, as it may be further amended or supplemented (the "Registration
Statement") with respect to the offering (the "Offering") of up to 3,250,000
shares of the Company's Common Stock, $.01 par value, by the Company and certain
selling stockholders (the "Firm Shares") and up to an additional 487,500 shares
of Common Stock (the "Option Shares") subject to an Underwriters' over-allotment
option. The Firm Shares and the Option Shares are collectively referred to
hereafter as the "Shares."
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 Registration Statement) will be validly issued,
fully paid and nonassessable.
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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
