As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 333-34922
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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TradeStation Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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FLORIDA 6211 65-0977576
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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8700 West Flagler Street
Miami, Florida 33174
(305) 485-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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William R. Cruz
Co-Chairman of the Board and Co-Chief Executive Officer
8700 West Flagler Street
Miami, Florida 33174
(305) 485-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Alan D. Axelrod, Esq. Leonard H. Bloom, Esq.
Bilzin Sumberg Dunn Baena Price Broad and Cassel
& Axelrod LLP 201 South Biscayne Boulevard
2500 First Union Financial Center Suite 3000
Miami, Florida 33131-2366 Miami, Florida 33131
Telephone No. (305) 374-7580 Telephone No. (305) 373-9400
Facsimile No. (305) 374-7593 Facsimile No. (305) 995-6428
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Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the effective date of this Registration Statement.
If any of 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, 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 number of the earlier effective registration statement for the
same offering. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(3)
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Common Stock par value $0.01 per share 44,364,215 $ 2.00 $88,728,430 $23,424
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(1) Represents the maximum number of shares of common stock of the Registrant
expected to be issued to holders of common stock of Omega Research, Inc.
and onlinetradinginc.com corp. pursuant to the merger and reorganization
described herein.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rules 457(c) and 457(f) under the Securities
Act as $2.00 (the average of the high and low sale prices per share of
common stock of Omega Research, Inc. as reported on The Nasdaq National
Market System on December 8, 2000) multiplied by 44,364,215 (the number of
shares being registered).
(3) Calculated by multiplying the proposed maximum aggregate offering price for
all securities to be registered by .000264. A filing fee of $48,205 was
previously paid in connection with Registrant's Registration Statement on
Form S-4 filed with the Commission on April 17, 2000. Pursuant to Rule
457(b), no amount is remitted herewith, since the previously paid filing
fee exceeds the fee required to be paid in connection with the filing of
this Registration Statement.
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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 such Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Except for Item 21 of Part II to this Registration Statement, there are no other
changes to Amendment No. 4 to Registration Statement No. 333-34922 on Form S-4
filed with the Commission on December 11, 2000.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization dated as of January 19, 2000 by and
among Omega Research, Inc., onlinetradinginc.com corp., TradeStation Group, Inc., Omega
Acquisition Corporation and Onlinetrading Acquisition Corporation, together with the
following exhibit thereto: (i) Form of Omega Affiliate Agreement; (ii) Form of Online
Affiliate Agreement; (iii) Form of Employment Agreement; and (iv) Form of Non-
Competition and Non-Disclosure Agreement (attached as part of Appendix A to the joint
proxy statement/prospectus contained in this registration statement)
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II-1
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Exhibit
Number Description
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2.2 First Amendment to Agreement and Plan of Merger and Reorganization effective March 7,
2000 among Omega Research, Inc., onlinetradinginc.com corp., TradeStation Group, Inc.,
Omega Acquisition Corporation and Onlinetrading Acquisition Corporation, Second
Amendment to Agreement and Plan of Merger and Reorganization dated as of July 19, 2000
by and among Omega Research, Inc., onlinetradinginc.com corp., TradeStation Group, Inc.,
Omega Acquisition Corporation and Onlinetrading Acquisition Corporation and Third
Amendment to Agreement and Plan of Merger and Reorganization dated as of
September 21, 2000 by and among Omega Research, Inc., onlinetradinginc.com corp.,
TradeStation Group, Inc., Omega Acquisition Corporation and Onlinetrading Acquisition
Corporation (attached as part of Appendix A to the joint proxy statement/prospectus
contained in this registration statement)
2.3 Form of Omega Research Shareholder Agreement dated January 19, 2000 among
TradeStation Group, Inc., onlinetradinginc.com corp. and each applicable Omega Research,
Inc. shareholder (attached as Appendix B to the joint proxy statement/prospectus contained
in this registration statement)
2.4 Form of OnlineTrading.com Shareholder Agreement dated January 19, 2000 among
TradeStation Group, Inc., Omega Research, Inc. and each applicable OnlineTrading.com
shareholder (attached as Appendix C to the joint proxy statement/prospectus contained in
this registration statement)
2.5 Omega Research Stock Option Agreement dated January 19, 2000 between Omega
Research, Inc. and onlinetradinginc.com corp. (attached as Appendix D to the joint proxy
statement/prospectus contained in this registration statement)
2.6 OnlineTrading.com Stock Option Agreement dated January 19, 2000 between Omega
Research, Inc. and onlinetradinginc.com corp. (attached as Appendix E to the joint proxy
statement/prospectus contained in this registration statement)
3.1 TradeStation Group's Articles of Incorporation, as amended ooo
3.2 TradeStation Group's Bylaws oo
4.1 Form of Specimen Certificate for TradeStation Group's Common Stock++++
4.2 Voting Trust Agreement dated January 19, 2000 by and among certain shareholders of each
of Omega Research, Inc. and onlinetradinginc.com corp. and Marc J. Stone, as voting trustee
(attached as Appendix F to the joint proxy statement/prospectus contained in this
registration statement)
5.1 Opinion of Bilzin Sumberg Dunn Baena Price & Axelrod LLP regarding the legality of the
securities being issued (filed herewith)
8.1 Opinion of Bilzin Sumberg Dunn Baena Price & Axelrod LLP regarding certain tax
matters+++
8.2 Opinion of Broad and Cassel regarding certain tax matters+++
10.1 Letter Agreement dated January 19, 2000 from onlinetradinginc.com corp. to and accepted
by Andrew A. Allen (attached as Appendix G to the joint proxy statement/prospectus
contained in this registration statement)
10.2 Omega Research, Inc. Amended and Restated 1996 Incentive Stock Plan, as amended
through August 13, 1999 (incorporated by reference to Exhibit 10.1 to Omega Research Inc.'s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999)*
10.3 Omega Research, Inc. 1997 Nonemployee Director Stock Option Plan, as amended++
10.4 Software License, Maintenance and Development Agreement between Dow Jones Markets,
Inc. and Omega Research, Inc. as amended (TradeStation Agreement)+
10.5 Software License, Maintenance and Development Agreement between Dow Jones Markets,
Inc. and Omega Research, Inc.(SuperCharts Agreement)+
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II-2
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Exhibit
Number Description
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10.6 Standard Office Building Lease between 8700 Flagler, Ltd. and Omega Research, Inc., as
amended by Memorandum of Commencement Date+
10.7 Form of Indemnification Agreement+
10.8 S Corporation Tax Allocation and Indemnification Agreement o
10.9 Omega Research, Inc. 1997 Employee Stock Purchase Plan, as amended by Amendment to
Omega Research 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.1 to Omega Research Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998)*
10.10 Form of non-competition agreement+
10.11 Letter Agreement dated October 27, 1997 from Dow Jones Markets, Inc. to Omega
Research, Inc.++
10.12 Sublease (for fourth floor of 8700 Flagler Building) and Modification of Lease Agreement
(incorporated by reference to Exhibit 10.11 to Omega Research, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 1998)
10.13 Second Modification of Lease Agreement, dated January 31, 2000, between Nationwide
Theaters West Flagler, L.L.C. and Omega Research, Inc. (incorporated by reference to
Exhibit 10.12 to Omega Research, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1999)
10.14 Office/Showroom/Warehouse Lease Agreement dated June 12, 1996 between Springcreek
Place Ltd. and Window on WallStreet Inc. (then named MarketArts, Inc.), as amended by
Addendum to Lease dated October 12, 1998, and as further amended by Addendum to
Lease dated May 28, 1999 (incorporated by reference to Exhibit 10.13 to Omega Research,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1999)
10.15 Lease Agreement, dated November 16, 1999, between Fairfax Boca 92, L.P. and Omega
Research, Inc. (incorporated by reference to Exhibit 10.14 to Omega Research, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1999)
10.16 Promissory Note dated November 22, 2000 between Omega Research, Inc., as borrower, and
Bank of America, N.A. oooo
10.17 Limited Guaranty dated November 22, 2000 between Rafael L. Cruz and Guillermo R. Cruz,
as guarantors, and Bank of America, N.A. oooo
23.1 Consent of Arthur Andersen LLP, Independent Certified Public Accountants, with respect to
Omega Research, Inc.'s consolidated financial statements oooo
23.2 Consent of Arthur Andersen LLP, Independent Certified Public Accountants, with respect to
OnlineTrading.com's financial statements oooo
23.3 Consent of Ahearn Jasco + Company, P.A., Independent Auditors, with respect to
OnlineTrading.com's financial statements oooo
23.4 Consent of Arthur Andersen LLP, Independent Certified Public Accountants, with respect to
TradeStation Group, Inc.'s balance sheet oooo
23.5 Consent of Bilzin Sumberg Dunn Baena Price & Axelrod LLP (included in Exhibit 5.1 and
Exhibit 8.1)
23.6 Consent of Broad and Cassel (included in Exhibit 8.2)
24.1 Power of Attorney oo
99.1 Opinion of FleetBoston Robertson Stephens Inc. (attached as Appendix H to the proxy
statement/prospectus contained in this registration statement)
99.2 Consent of FleetBoston Robertson Stephens Inc. oooo
99.3 Opinion of Raymond James & Associates, Inc. (attached as Appendix I to the joint proxy
statement/prospectus contained in this registration statement)
99.4 Consent of Raymond James & Associates, Inc. oooo
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II-3
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Exhibit
Number Description
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99.5 Form of Proxy Card of Omega Research, Inc. oooo
99.6 Form of Proxy Card of OnlineTrading.com Corp. oooo
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+ Previously filed as part of Registration Statement No. 333-3207 on Form S-1 of Omega Research, Inc. filed with the
Commission on July 25, 1997.
o Previously filed as part of Amendment No.1 to Registration Statement No. 333-3207 of Omega Research, Inc. filed with
the Commission on August 25, 1997.
++ Previously filed as part of Annual Report on Form 10-K of Omega Research, Inc. for the fiscal year ended
December 31, 1997.
oo Previously filed as part of Registration Statement No. 333-34922 on Form S-4 of TradeStation Group, Inc. (formerly
known as OnlineTrading.com Group, Inc.) filed with the Commission on April 17, 2000.
+++ Previously filed as part of Amendment No. 1 to Registration Statement No. 333-34922 on Form S-4 of TradeStation
Group, Inc. (formerly known as OnlineTrading.com Group, Inc.) filed with the Commission on June 5, 2000.
ooo Previously filed as part of Registration Statement No. 333-34922 on Form S-4 of TradeStation Group, Inc. (formerly
known as OnlineTrading.com Group, Inc.) filed with the Commission on April 17, 2000, except for the Second Articles
of Amendment to Articles of Incorporation previously filed as part of Amendment No. 3 to Registration Statement
No. 333-34922 on Form S-4 of TradeStation Group, Inc. filed with the Commission on November 21, 2000.
++++ Previously filed as part of Amendment No. 3 to Registration Statement No. 333-34922 on Form S-4 of TradeStation
Group, Inc. filed with the Commission on November 21, 2000.
oooo Previously filed as part of Amendment No. 4 to Registration Statement No. 333-34922 on Form S-4 of TradeStation Group,
Inc. filed with the Commission on December 11, 2000.
* Indicates a management contract or compensatory plan or arrangement.
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(b) Financial Statement Schedules:
Not applicable.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TradeStation
Group certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-4 and has duly caused this Amendment No.
5 to Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, Florida on
December 11, 2000.
TRADESTATION GROUP, INC.
By: /s/ William R. Cruz
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William R. Cruz
Co-Chairman of the Board and
Co-Chief Executive Officer
By: /s/ Ralph L. Cruz
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Ralph L. Cruz
Co-Chairman of the Board and
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to Registration Statement on Form S-4 has been signed below by the
following persons in the capacities and on the dates indicated:
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Signature Title Date
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* Co-Chairman of the Board and December 11, 2000
-------------------------- Co-Chief Executive Officer
William R. Cruz (Co-Principal Executive Officer)
* Co-Chairman of the Board and December 11, 2000
-------------------------- Co-Chief Executive Officer
Ralph L. Cruz (Co-Principal Executive Officer)
/s/ Salomon Sredni Chief Operating Officer, December 11, 2000
-------------------------- President and Director
Salomon Sredni (Principal Operating Officer)
* Chief Financial Officer, December 11, 2000
-------------------------- Vice President of
Gregg F. Stewart Finance and Treasurer
(Principal Financial and
Accounting Officer)
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*By: /s/ Salomon Sredni
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Salomon Sredni
Attorney-in-Fact
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II-5
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EXHIBIT INDEX
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Exhibit
Number Description
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5.1 Opinion of Bilzin Sumberg Dunn Baena Price & Axelrod LLP regarding the legality of the
securities being issued
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