UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMTEX SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-3055012
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 Seminary Road, Suite 800
Alexandria, Virginia 22311
(703) 820-2000
(Address, including zip code and telephone number,
of Principal Executive Offices)
COMTEX SCIENTIFIC CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
CHARLES W. TERRY
President and Chief Executive Officer
Comtex Scientific Corporation
4900 Seminary Road, Suite 800
(703) 820-2000
Alexandria, Virginia 22311
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
------------ ---------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock 400,000 $0.1875 <F1> $75,000 $25.00
$.01 par
value
<FN>
<F1> Estimated solely for purposes of calculating the
registration fee. Based on the closing price on December 10, 1997.
</TABLE>
<PAGE>
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Comtex Scientific Corporation (the "Company" or the
"Registrant") hereby incorporates by reference into this
Registration Statement the documents listed below which have been
filed with the Securities and Exchange Commission (the
"Commission"):
(a) the Company's Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 1997;
(b) the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997; and
(c) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the Annual
Report referred to in (b) above.
Each document or report subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Registration
Statement, but prior to the filing of a posteffective amendment
to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold
or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration
Statement from the date of the filing of such document with the
Commission. Any statement contained in this Registration
Statement or in a document incorporated in this Registration
Statement by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in any subsequently filed
document incorporated herein by reference which statement is also
incorporated herein by reference is inconsistent with such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
The following is an updated description of the Company's
securities:
Common Stock
The authorized capital stock of the Company consists of
18,000,000 shares of common stock, $0.01 par value per share
("Common Stock"). Holders of Common Stock are entitled to one
vote for each share held on all matters submitted to a vote of
shareholders and do not have cumulative voting rights.
<PAGE>
Accordingly, holders of a majority of the Common Stock entitled
to vote in any election of directors may elect all the directors
standing for election. Holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the
Board of Directors at its discretion from funds legally available
therefore. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company available after the payment
of debts and other liabilities. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights.
Item 6. Indemnification of Directors and Officers
The New York Business Corporation Law allows, in general,
for indemnification, in certain circumstances, by a corporation
of any person threatened with or made a party to any action or
proceeding by reason of the fact that he or she is, or was, a
director or officer of such corporation. Indemnification is also
authorized with respect to a criminal action or proceeding where
the person had no reasonable cause to believe that his conduct
was unlawful.
The Company's Bylaws provide that the Company shall, subject
to conditions imposed by statute and in the discretion of the
Company's Board, indemnify its directors and officers against
judgments, fines, amounts paid in settlement and reasonable
expenses, necessarily incurred as a result of actions or
proceedings to which such persons are, or are threatened to be,
made a party because they were directors or officers of the
Company.
Item 8. Exhibits
See Index to Exhibits.
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 of 1933;
(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;
(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;
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Alexandria, Virginia on December 16, 1997.
COMTEX SCIENTIFIC CORPORATION
/S/ CHARLIE W. TERRY
By:
Charlie W. Terry
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on December 16,
1997.
/S/ C.W. GILLULY
C.W. Gilluly Chairman
(Principal Executive Officer)]
/S/ DONALD E. ZIEGLER
Donald E. Ziegler Chief Financial Officer
(Principal Financial and
Accounting Officer)
/S/ ERIK HENDRICKS
Erik Hendricks Director
/S/ ROBERT A. NIGRO
Robert A. Nigro Director
/S/ CHARLES W. TERRY
Charles W. Terry Director; President
and Chief Executive Officer
<PAGE>
EXHIBITS
TO
COMTEX SCIENTIFIC CORPORATION
REGISTRATION STATEMENT ON FORM S-8
<PAGE>
Exhibit Index
The following exhibits are filed herewith as part of this
Registration Statement:
Exhibit
No.
5.1 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P., Counsel to the Company
as to the validity of the Common Stock
offered hereunder
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP
24.2 Consent of McGuire, Woods, Battle & Boothe,
L.L.P. (included in Exhibit 5.1)
99 Comtex Scientific Corporation 1997 Employee Stock Purchase
Plan (incorporated by reference from the Company's proxy
filed on Form 14-A for the fiscal year ending June 30,
1997).
EXHIBIT 5.1
McGUIRE WOODS
BATTLE & BOOTHE LLP
The Army and Navy Club Building
1627 Eye Street, N.W.
Washington, D.C. 20006-4007
Telephone/TTD (202) 857-1700 Fax (202) 857-1737
December 12, 1997
Board of Directors
Comtex Scientific Corporation
4900 Seminary Road
Alexandria, Virginia 22311
Gentlemen:
You propose to file as soon as possible with the Securities
and Exchange Commission a registration statement on Form S-8 (the
"Registration Statement") relating to the Comtex Scientific
Corporation 1997 Employee Stock Purchase Plan (the "Plan"). The
Registration Statement covers 400,000 shares of Comtex Scientific
Corporation common stock, $.01 par value (the "Common Stock"),
which have been, with the approval of the shareholders of Comtex
Scientific Corporation, reserved for issuance under the Plan.
We are of the opinion that the 400,000 shares of Common
Stock which are authorized for issuance under the Plan, when
issued and sold in accordance with the terms and provisions of
the Plan and as set forth in and contemplated by the Registration
Statement, will be duly authorized, legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ McGuire Woods Battle & Boothe, LLP
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Comtex Scientific Corporation:
We consent to the incorporation by reference in this
registration statement on Form S-8 (File No. _______) of Comtex
Scientific Corporation of our report dated September 21, 1995, on
our audit of the financial statements of operations,
stockholder's deficit, and cash flows of Comtex Scientific
Corporation for the year ended June 30, 1995, which report
appears in the June 30, 1997 annual report on Form 10-K of Comtex
Scientific Corporation, incorporated by reference herein.
/S/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Washington, D.C.
December 11, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. ________) pertaining to the
Comtex Scientific Corporation 1997 Employee Stock Purchase Plan,
of our report dated September 10, 1997 with respect to the
financial statements of Comtex Scientific Corporation included in
its Annual Report (Form 10-K) for the year ended June 30, 1997,
filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Ernst & Young LLP
Vienna, Virginia
December 11, 1997
