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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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
principal executive offices)
REALTY INFORMATION GROUP, INC.
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
ANDREW C. FLORANCE Copy to:
President and Chief Executive Officer MICHAEL K. ISENMAN, ESQ.
Realty Information Group, Inc. Shea & Gardner
7475 Wisconsin Avenue 1800 Massachusetts Avenue, NW
Bethesda, Maryland 20814 Washington, D.C. 20036
(301) 215-8300 (202) 828-2000
Fax: (301) 718-2444 Fax: (202) 828-2195
</TABLE>
(Name, address, and telephone number, including area code, of agent for
service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 1,450,000 shares (1) $23,285,014(1) $ 6,473(1)
$.01 par value
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</TABLE>
(1) As of the date of this registration statement, the registrant has granted
options on the following shares at the following exercise prices:
<TABLE>
<CAPTION>
Weighted-
Number Average Total Maximum
of Shares Exercise Price Offering Price
--------- -------------- --------------
<S> <C> <C>
1,332,243 $ 13.55 $ 18,051,893
</TABLE>
Pursuant to Rule 457(c) of the Commission, the Registrant has computed the
maximum offering price for the remaining 117,757 shares to be registered by
reference to the average of the high and low sale prices for the registrant's
common stock on the NASDAQ National Market, on July 6, 1999, which was $ 44.44
per share.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(a) The Company's annual report on Form 10-K filed with the
Commission on March 31, 1999 (File No. 0-24531).
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998.
(c) The description of the common stock of the Company, $.01 par
value per share (the "Common Stock"), which is registered under Section 12 of
the Exchange Act, contained in the Registration Statement on Form 8-A filed
with the Commission on June 25, 1998, which incorporates by reference the
description of the Common Stock contained in the Registration Statement on Form
S-1 (No. 333-47953) (originally filed on March 13, 1998), as amended, including
any amendment or report filed for the purpose of updating such description.
Such description of the Common Stock contained in the Form S-1 is also
incorporated by reference.
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 which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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
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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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed as a part of this registration statement are set
forth in the Exhibit Index.
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 date of this
registration statement (or the most recent
post-effective amendment hereto) which,
individually or in the aggregate,
represent a fundamental change in
information set forth in this registration
statement; and
(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;
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provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this
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 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 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 to the provisions set forth in Item 6, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Bethesda, State of Maryland, on July
9, 1999.
REALTY INFORMATION GROUP, INC.
By: /s/
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Andrew C. Florance
Chief Executive Officer and
President
KNOW ALL PERSONS BY THESE PRESENT, that each individual whose
signature appears below constitutes and appoints Andrew C. Florance and Frank
A. Carchedi power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with all exhibits thereto and to all documents
in connection therewith, with the Securities and Exchange 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 requisite and
necessary to be done in and about the premises, as fully to confirming all that
said attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this report has been signed by the following persons in the capacities
indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Chairman of the Board June 25, 1999
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Michael R. Klein
/s/ Chief Executive Officer and July 9, 1999
- ------------------------------------- President, and a Director
Andrew C. Florance (Principal Executive Officer)
/s/ Chief Financial Officer (Chief July 6, 1999
- ------------------------------------- Financial and Accounting
Frank A. Carchedi Officer)
/s/ Director June 21, 1999
- -------------------------------------
David Bonderman
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Director July 7, 1999
- -------------------------------------
Warren H. Haber
/s/ Director June 22, 1999
- -------------------------------------
John Simon
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
4.1 -- 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")).
4.2 -- Amended and Restated By-Laws (Incorporated by reference to
Exhibit 3.2 to the 1998 Form S-1).
4.3 -- Specimen Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 to the 1998 Form S-1).
4.4 -- Realty Information Group, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.1 to the 1998 Form
S-1).
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).
24.1 -- Powers of Attorney (Included in the Signature Pages to the
Registration Statement).
</TABLE>
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* Filed herewith
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Exh. 5.1
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
(202) 828-2000
Fax: (202) 828-2195
July 6, 1999
Realty Information Group, Inc.
7475 Wisconsin Avenue
Bethesda, Maryland 20814
Re: Registration Statement on Form S-8
Ladies & Gentlemen:
We have acted as counsel to Realty Information Group, Inc., a Delaware
Corporation (the "Company") in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of 1,450,000 shares of the Company's Common Stock, $0.01 par value per
share (the "Shares"). The Shares are to be issued under the Realty Information
Group, Inc. 1998 Stock Incentive Plan (the "Plan").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed relevant and
necessary for the purpose of this opinion. In giving this opinion, we have
assumed the genuineness of all signatures on all documents, the conformity to
the originals of all documents submitted to us as copies and the authenticity of
the originals of such copies, and the authenticity of all documents submitted to
us as originals.
Based upon and subject to the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act and the Shares
have been issued and paid for pursuant to the terms of the Registration
Statement and the Plan, such shares will be validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SHEA & GARDNER
By: /s/
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Michael K. Isenman
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EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) pertaining to the Realty Information Group, Inc. 1998
Stock Incentive Plan of our report dated February 12, 1999, with respect to the
consolidated financial statements of Realty Information Group, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
July 6, 1999
