<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1999.
Registration No. 333-76493
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
TOWNE SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
GEORGIA 62-1618121
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
3950 JOHNS CREEK COURT, SUITE 100, SUWANEE, GEORGIA 30024, (678) 475-5200
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
---------------------
DREW W. EDWARDS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
TOWNE SERVICES, INC.
3950 JOHNS CREEK COURT, SUITE 100
SUWANEE, GEORGIA 30024
(678) 475-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
GLENN W. STURM, ESQ. MARK W. SHURTLEFF, ESQ.
SUSAN L. SPENCER, ESQ. LEONARD J. MCGILL, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. GIBSON, DUNN & CRUTCHER LLP
999 PEACHTREE STREET, SUITE 1400 4 PARK PLACE
ATLANTA, GEORGIA 30309 IRVINE, CALIFORNIA 92614
(404) 817-6000 (949) 451-3800
</TABLE>
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement and the
satisfaction or waiver of conditions to closing under the Agreement and Plan of
Merger described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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 of 1933, as amended (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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per
share.............................. 2,075,345 $ (2) $2,451(2) $1.00(3)
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the number of shares of the Registrant's common stock, no par
value, issuable in connection with the merger.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(2) under the Securities Act. The proposed maximum
offering price is based upon the par value of Forseon's stock because
Forseon has an accumulated capital deficit.
(3) Previously paid.
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 that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Registrant's Amended and Restated Articles of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Georgia law.
Article VIII, Section 15 of the Registrant's Bylaws provides for the
indemnification of agents of the Registrant to the fullest extent authorized by
the State of Georgia.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
2.1 -- Agreement and Plan of Merger by and among Towne Services,
Inc., TSI Acquisition One, Inc., Forseon Corporation and
certain of the stockholders of Forseon Corporation dated as
of March 25, 1999 (incorporated by reference to Appendix A
of the proxy statement/prospectus which is a part of this
S-4 Registration Statement).
2.2 -- Form of Escrow Agreement to be entered into by and among
Towne Services, Inc., Dan Paul and Allen Merrill, each in
their capacity as a Stockholder Representative, and First
Union National Bank.***
2.3 -- Asset Purchase Agreement by and between Towne Services, Inc.
and Credit Collection Solutions, Inc., and Burton W. Crapps
and Robert M. Ragsdale dated as of June 11, 1998.*
2.4 -- Stock Purchase Agreement dated November 30, 1998 by and
between Towne Services, Inc., BSI Acquisition Corp., Banking
Solutions, Inc. ("BSI"), and certain shareholders of BSI
(incorporated by reference to Exhibit 2.1 of the Company's
Report on Form 8-K filed on December 15, 1998).
3.1 -- Amended and Restated Articles of Incorporation of Towne
Services, Inc., as filed with the Secretary of State of the
State of Georgia on July 29, 1998.*
3.2 -- Amended and Restated Bylaws of Towne Services, Inc.,
effective May 19, 1998.*
3.3 -- Articles of Amendment to the Amended and Restated Articles
of Incorporation of Towne Services, Inc., as filed with the
Secretary of State of Georgia on May 21, 1999.***
3.4 -- Amendment to the Amended and Restated Bylaws of Towne
Services, Inc., effective May 21, 1999.***
4.1 -- See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Articles of Incorporation and Amended and Restated
Bylaws defining the rights of the holders of common stock of
the Company.
5.1 -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
8.1 -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P. as to
tax matters.***
10.1 -- 1996 Stock Option Plan (including form of Stock Option
Agreement).*
10.2 -- 1998 Stock Option Plan (including form of Stock Option
Agreement).*
10.3 -- Form of Non-Qualified Stock Option Agreement.*
</TABLE>
II-1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
10.4 -- Lease by and among River Exchange Associates Limited
Partnership and Towne Services, Inc. dated January 12,
1998.*
10.5 -- Employment Agreement by and between Towne Services, Inc. and
Drew W. Edwards dated as of October 15, 1995.*
10.6 -- Employment Agreement by and between Towne Services, Inc. and
Henry M. Baroco dated as of January 15, 1997.*
10.7 -- Amended and Restated Employment Agreement by and between
Towne Services, Inc. and Bruce Lowthers dated as of May 18,
1998.*
10.8 -- Employment Agreement by and between Towne Services, Inc. and
Cleve Shultz dated as of May 19, 1998.*
10.9 -- Employment Agreement by and between Towne Services, Inc. and
Dan Paul dated March 25, 1999 (effective upon closing of
merger).***
10.10 -- Employment Agreement by and between Towne Services, Inc. and
Allen Merrill dated March 25, 1999 (effective upon the
closing of merger).***
10.11 -- Form of TOWNE CREDIT Bank Marketing Agreement.*
10.12 -- Form of TOWNE Finance Bank Marketing Agreement.*
10.13 -- Form of TOWNE CREDIT Merchant Processing Agreement.*
10.14 -- Form of TOWNE Finance Client Processing Agreement.*
10.15 -- Form of CASHFLOW Manager Merchant Services Agreement.+
10.16 -- Form of CASHFLOW Manager License Agreement.+
10.17 -- Form of Independent Bankers Bank General Marketing Agent
Agreement.+
10.18 -- Registration Rights Agreement dated as of March 13, 1998 by
and between Towne Services, Inc. and Capital Appreciation
Partners, L.P.*
10.19 -- Form of Indemnification Agreement entered into between Towne
Services, Inc. and its directors and officers.*
10.20 -- Promissory note dated September 8, 1997 issued to Towne
Services, Inc. by Henry M. Baroco.*
10.21 -- Promissory note dated April 1, 1998 issued to Towne
Services, Inc. by Bruce F. Lowthers, Jr.*
10.22 -- Promissory Note dated October 8, 1998 issued to Towne
Services, Inc. by Drew W. Edwards.+
10.23 -- Promissory Note dated October 8, 1998 issued to Towne
Services, Inc. by Henry M. Baroco.+
10.24 -- Form of General Marketing Agent Agreement.*
10.25 -- Promissory Note by the Company to the order of First Union
National Bank dated December 31, 1998.+
10.26 -- Retail Merchandising Service Automation, Inc. Employee Stock
Ownership Plan, July 1, 1994 Restatement (Includes First
through Fourth Amendments).***
10.27 -- Fifth Amendment to the Retail Merchandising Service
Automation, Inc. Employee Stock Ownership Plan, effective as
of June 20, 1996.***
10.28 -- Sixth Amendment to the Forseon Corporation Employee Stock
Ownership Plan, effective as of July 1, 1987.***
10.29 -- Form of Seventh Amendment to the Forseon Corporation
Employee Stock Ownership Plan, to be effective as of March
22, 1999.***
10.30 -- Form of Forseon Corporation Visionary Forecasting Service
Agreement.***
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
10.31 -- Form of Forseon Corporation Standard Agreement for
Purchase.***
10.32 -- Form of Forseon Corporation Software License Agreement.***
10.33 -- Sublease agreement by and among Technology Park/Atlanta,
Inc. and Towne Services dated March 9, 1999 (incorporated by
reference to Exhibit 10.1 of the Company's Report on Form
10-Q filed on May 7, 1999).
21.1 -- Subsidiaries of Towne Services, Inc.***
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG LLP.
23.3 -- Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(included in Exhibit 5.1).
23.4 -- Consent of Nelson Mullins Riley & Scarborough, L.L.P. as to
tax matters (included in Exhibit 8.1).
23.5 -- Consent of Rodgers Capital Group, L.P.***
23.6 -- Consent of Legacy Securities Corp.***
24.1 -- Power of Attorney.***
27.1 -- Financial Data Schedule for the periods ending December 31,
1997 and 1998 (for SEC use only) (incorporated by reference
to the Company's Registration Statement on Form S-1 (No.
333-76859) filed on June 4, 1999).
99.1 -- Notice to Participants in the Forseon Corporation Employee
Stock Ownership Plan.***
99.2 -- Opinions of Rodgers Capital Group, L.P. and Legacy
Securities Corp. (included as Appendix D of the Proxy
Statement/Prospectus).
</TABLE>
- ---------------
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (No. 333-53341) as declared effective by the
Securities and Exchange Commission on July 30, 1998.
** To be provided by amendment.
*** Previously filed.
+ Incorporated by reference to the exhibits to the Company's Report on Form
10-K filed on March 26, 1999.
(b) Schedule II Valuation and Qualifying Accounts
TOWNE SERVICES, INC.
<TABLE>
<CAPTION>
BEGINNING CHARGED TO ENDING
DESCRIPTION BALANCE EXPENSE DEDUCTIONS BALANCE
----------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
December 31, 1995 Allowance for Doubtful Accounts..... $ 0 $ 0 $0 $ 0
December 31, 1996 Allowance for Doubtful Accounts..... 0 0 0 0
December 31, 1997 Allowance for Doubtful Accounts..... 0 25,000 0 25,000
December 31, 1998 Allowance for Doubtful Accounts..... 25,000 322,065 0 347,065
</TABLE>
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements, management's discussion and analysis or notes thereto.
II-3
<PAGE> 5
ITEM 22. 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 effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registration pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the 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 as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
undersigned Registrant undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
C. The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration
II-4
<PAGE> 6
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.
D. Insofar as the 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 foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.
E. The undersigned registrant hereby undertakes to respond to request for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
F. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE> 7
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 Atlanta,
State of Georgia, on the 9th day of June, 1999.
TOWNE SERVICES, INC.
By: /s/ DREW W. EDWARDS
------------------------------------
Drew W. Edwards
Chairman and Chief Executive Officer
Pursuant to the requirements of the securities act of 1933, as amended,
this registration statement has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ DREW W. EDWARDS Chairman of the Board and Chief June 9, 1999
- ----------------------------------------------------- Executive Officer (principal
Drew W. Edwards executive officer)
* President, Chief Operating June 9, 1999
- ----------------------------------------------------- Officer and Director
Henry M. Baroco
/s/ BRUCE F. LOWTHERS Chief Financial Officer June 9, 1999
- ----------------------------------------------------- (principal financial and
Bruce F. Lowthers accounting officer)
* Director June 9, 1999
- -----------------------------------------------------
G. Lynn Boggs
* Director June 9, 1999
- -----------------------------------------------------
Frank W. Brown
* Director June 9, 1999
- -----------------------------------------------------
John W. Collins
* Director June 9, 1999
- -----------------------------------------------------
J. Stanley Mackin
* Director June 9, 1999
- -----------------------------------------------------
Joe M. Rodgers
* Director June 9, 1999
- -----------------------------------------------------
John D. Schneider, Jr.
* Director June 9, 1999
- -----------------------------------------------------
J. Daniel Speight, Jr.
* Director June 9, 1999
- -----------------------------------------------------
Glenn W. Sturm
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* Director June 9, 1999
- -----------------------------------------------------
J. Stephen Turner
* Director June 9, 1999
- -----------------------------------------------------
Bahram Yusefzadeh
By: /s/ DREW W. EDWARDS
-------------------------------------------------
Drew W. Edwards
Attorney-in-fact
</TABLE>
II-7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
2.1 -- Agreement and Plan of Merger by and among Towne Services,
Inc., TSI Acquisition One, Inc., Forseon Corporation and
certain of the stockholders of Forseon Corporation dated as
of March 25, 1999 (incorporated by reference to Appendix A
of the proxy statement/prospectus which is a part of this
S-4 Registration Statement).
2.2 -- Form of Escrow Agreement to be entered into by and among
Towne Services, Inc., Dan Paul and Allen Merrill, each in
their capacity as a Stockholder Representative, and First
Union National Bank.***
2.3 -- Asset Purchase Agreement by and between Towne Services, Inc.
and Credit Collection Solutions, Inc., and Burton W. Crapps
and Robert M. Ragsdale dated as of June 11, 1998.*
2.4 -- Stock Purchase Agreement dated November 30, 1998 by and
between Towne Services, Inc., BSI Acquisition Corp., Banking
Solutions, Inc. ("BSI"), and certain shareholders of BSI
(incorporated by reference to Exhibit 2.1 of the Company's
Report on Form 8-K filed on December 15, 1998).
3.1 -- Amended and Restated Articles of Incorporation of Towne
Services, Inc., as filed with the Secretary of State of the
State of Georgia on July 29, 1998.*
3.2 -- Amended and Restated Bylaws of Towne Services, Inc.,
effective May 19, 1998.*
3.3 -- Articles of Amendment to the Amended and Restated Articles
of Incorporation of Towne Services, Inc., as filed with the
Secretary of State of Georgia on May 21, 1999.***
3.4 -- Amendment to the Amended and Restated Bylaws of Towne
Services, Inc., effective May 21, 1999.***
4.1 -- See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Articles of Incorporation and Amended and Restated
Bylaws defining the rights of the holders of common stock of
the Company.
5.1 -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
8.1 -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P. as to
tax matters.***
10.1 -- 1996 Stock Option Plan (including form of Stock Option
Agreement).*
10.2 -- 1998 Stock Option Plan (including form of Stock Option
Agreement).*
10.3 -- Form of Non-Qualified Stock Option Agreement.*
10.4 -- Lease by and among River Exchange Associates Limited
Partnership and Towne Services, Inc. dated January 12,
1998.*
10.5 -- Employment Agreement by and between Towne Services, Inc. and
Drew W. Edwards dated as of October 15, 1995.*
10.6 -- Employment Agreement by and between Towne Services, Inc. and
Henry M. Baroco dated as of January 15, 1997.*
10.7 -- Amended and Restated Employment Agreement by and between
Towne Services, Inc. and Bruce Lowthers dated as of May 18,
1998.*
10.8 -- Employment Agreement by and between Towne Services, Inc. and
Cleve Shultz dated as of May 19, 1998.*
10.9 -- Employment Agreement by and between Towne Services, Inc. and
Dan Paul dated March 25, 1999 (effective upon closing of
merger).***
10.10 -- Employment Agreement by and between Towne Services, Inc. and
Allen Merrill dated March 25, 1999 (effective upon the
closing of merger).***
10.11 -- Form of TOWNE CREDIT Bank Marketing Agreement.*
10.12 -- Form of TOWNE Finance Bank Marketing Agreement.*
10.13 -- Form of TOWNE CREDIT Merchant Processing Agreement.*
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
10.14 -- Form of TOWNE Finance Client Processing Agreement.*
10.15 -- Form of CASHFLOW Manager Merchant Services Agreement.+
10.16 -- Form of CASHFLOW Manager License Agreement.+
10.17 -- Form of Independent Bankers Bank General Marketing Agent
Agreement.+
10.18 -- Registration Rights Agreement dated as of March 13, 1998 by
and between Towne Services, Inc. and Capital Appreciation
Partners, L.P.*
10.19 -- Form of Indemnification Agreement entered into between Towne
Services, Inc. and its directors and officers.*
10.20 -- Promissory note dated September 8, 1997 issued to Towne
Services, Inc. by Henry M. Baroco.*
10.21 -- Promissory note dated April 1, 1998 issued to Towne
Services, Inc. by Bruce F. Lowthers, Jr.*
10.22 -- Promissory Note dated October 8, 1998 issued to Towne
Services, Inc. by Drew W. Edwards.+
10.23 -- Promissory Note dated October 8, 1998 issued to Towne
Services, Inc. by Henry M. Baroco.+
10.24 -- Form of General Marketing Agent Agreement.*
10.25 -- Promissory Note by the Company to the order of First Union
National Bank dated December 31, 1998.+
10.26 -- Retail Merchandising Service Automation, Inc. Employee Stock
Ownership Plan, July 1, 1994 Restatement (Includes First
through Fourth Amendments).***
10.27 -- Fifth Amendment to the Retail Merchandising Service
Automation, Inc. Employee Stock Ownership Plan, effective as
of June 20, 1996.***
10.28 -- Sixth Amendment to the Forseon Corporation Employee Stock
Ownership Plan, effective as of July 1, 1987.***
10.29 -- Form of Seventh Amendment to the Forseon Corporation
Employee Stock Ownership Plan, to be effective as of March
22, 1999.***
10.30 -- Form of Forseon Corporation Visionary Forecasting Service
Agreement.***
10.31 -- Form of Forseon Corporation Standard Agreement for
Purchase.***
10.32 -- Form of Forseon Corporation Software License Agreement.***
10.33 -- Sublease agreement by and among Technology Park/Atlanta,
Inc. and Towne Services dated March 9, 1999 (incorporated by
reference to Exhibit 10.1 to the Company's Report on Form
10-Q filed on May 7, 1999).
21.1 -- Subsidiaries of Towne Services, Inc.***
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG LLP.
23.3 -- Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(included in Exhibit 5.1).
23.4 -- Consent of Nelson Mullins Riley & Scarborough, L.L.P. as to
tax matters (included in Exhibit 8.1).
23.5 -- Consent of Rodgers Capital Group, L.P.***
23.6 -- Consent of Legacy Securities Corp.***
24.1 -- Power of Attorney.***
27.1 -- Financial Data Schedule for the periods ending December 31,
1997 and 1998 (for SEC use only) (incorporated by reference
to the Company's Registration Statement on Form S-1 (No.
333-76859) filed on June 4, 1999).
99.1 -- Notice to Participants in the Forseon Corporation Employee
Stock Ownership Plan.***
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
99.2 -- Opinions of Rodgers Capital Group, L.P. and Legacy
Securities Corp. (included as Appendix D of the Proxy
Statement/Prospectus).
</TABLE>
- ---------------
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (No. 333-53341) as declared effective by the
Securities and Exchange Commission on July 30, 1998.
** To be provided by amendment.
*** Previously filed.
+ Incorporated by reference to the exhibits to the Company's Report on Form
10-K filed on March 26, 1999.
<PAGE> 1
EXHIBIT 5.1
LAW OFFICES
Nelson Mullins Riley & Scarborough, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
999 PEACHTREE STREET, N.E.
FIRST UNION PLAZA
SUITE 1400
Atlanta, Georgia 30309
TELEPHONE (404) 817-6000
FACSIMILE (404) 817-6050
www.nmrs.com
June 10, 1999
Towne Services, Inc.
3950 Johns Creek Court
Suite 100
Suwanee, Georgia 30024
We have acted as counsel to Towne Services, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-4 (Reg. No.
333-76493) (the "Registration Statement") under the Securities Act of 1933,
covering the offering of 2,075,345 shares (the "Shares") of the Company's Common
Stock, no par value per share. In connection therewith, we have examined such
corporate records, certificates of public officials and other documents and
records as we have considered necessary or proper for the purpose of this
opinion.
Based on the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares, when issued and
delivered as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement.
Very truly yours,
/s/ Nelson Mullins Riley & Scarborough, L.L.P.
Nelson Mullins Riley & Scarborough, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 9, 1999
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT ACCOUNTANT'S CONSENT
The Board of Directors
Forseon Corporation:
We consent to the use of our report dated September 18, 1998, except for
note 9 which is as of March 25, 1999 included herein and to the reference to our
firm under the headings "Experts," "Conditions to the Merger," "Accounting
Treatment," and "Selected Historical Consolidated and Unaudited Pro Forma
Combined Condensed Financial Information" in the prospectus.
/s/ KPMG LLP
Los Angeles, California
June 4, 1999
