UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMTEX NEWS NETWORK, INC.
(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 News Network, Inc.
1995 STOCK OPTION PLAN
(Full title of the plan)
Charles W. Terry
President,Chief Executive Officer and Director
COMTEX News Network, Inc.
4900 Seminary Road, Suite 800
Alexandria, Virginia 22311
(703) 820-2000
(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
$.01 par 2,200,000 $3.75<F1> $8,250,000 $2,178
value
<FN>
<F1>(1) Estimated solely for purposes of calculating the
registration fee. Based on the closing price on February 3,
2000.
</TABLE>
<PAGE>
The purpose of this Registration Statement is to register
2,200,000 additional shares of common stock, $.01 par value, of
COMTEX News Network, Inc. issuable pursuant to the COMTEX News
Network, Inc. 1995 Stock Option Plan, as amended (the "Plan").
Pursuant to General Instruction E of Form S-8, the Registrant
hereby incorporates by reference the contents of its Form S-8
registration statement No. 333-37057 (filed October 2, 1997).
<PAGE>
Item 8. Exhibits
5.1 Opinion and Consent of McGuire, Woods, Battle
& Boothe LLP, Counsel to the Company as to the
validity of the Common Stock offered hereunder
23.1 Consent of Ernst & Young LLP
23.2 Consent of McGuire, Woods, Battle & Boothe
LLP (included in Exhibit 5.1)
99.1 First Amendment to the COMTEX News Network,
Inc. 1995 Stock Option Plan
<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 February 7, 2000.
COMTEX News Network, Inc.
By: /S/ CHARLES W. TERRY
Charles W. Terry
President, Chief Executive
Officer and Director
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 February 7,
2000.
/S/ C.W. GILLULY
C.W. Gilluly Chairman
/S/ CHARLES W. TERRY
Charles W. Terry President, Chief Executive
Officer and Director
/S/ AARON N. DANIELS
Aaron N. Daniels Chief Financial Officer
(Principal Financial and
Accounting Officer)
/S/ ERIK HENDRICKS
Erik Hendricks Director
/S/ ROBERT A. NIGRO
Robert A. Nigro Director
/S/ JOHN D. SANDERS
John D. Sanders Director
<PAGE>
EXHIBITS
TO
COMTEX News Network, Inc.
REGISTRATION STATEMENT ON FORM S-8
Exhibit Index
<PAGE>
The following exhibits are filed herewith as part of this
Registration Statement:
5.1 Opinion and Consent of McGuire, Woods, Battle
& Boothe LLP, Counsel to the Company as to the
validity of the Common Stock offered hereunder
23.1 Consent of Ernst & Young LLP
23.2 Consent of McGuire, Woods, Battle & Boothe
LLP (included in Exhibit 5.1)
99.1 First Amendment to the COMTEX News Network,
Inc. 1995 Stock Option Plan
<PAGE>
EXHIBIT 5.1
February 7, 2000
Board of Directors
COMTEX News Network, Inc.
4900 Seminary Road, Suite 800
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 News Network,
Inc. 1995 Stock Option Plan, as amended (the "Plan"). The
Registration Statement covers 2,200,000 shares of COMTEX News
Network, Inc., $.01 par value, which have been added, with the
approval of the shareholders of COMTEX News Network, Inc., to
those reserved for issuance under the Plan.
We are of the opinion that the additional 2,200,000 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,
McGuire, Woods, Battle & Boothe LLP
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
COMTEX News Network, Inc.
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the COMTEX News
Network, Inc. 1995 Stock Option Plan, as amended, of our report
dated September 3, 1999, with respect to the financial statements
of COMTEX News Network, Inc. included in its Annual Report (Form
10-K) for the year ended June 30, 1999, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
McLean, Virginia
February 1, 2000
<PAGE>
EXHIBIT 99.1
FIRST AMENDMENT TO THE
COMTEX News Network, Inc. 1995 STOCK OPTION PLAN
FIRST AMENDMENT, effective as of September 15, 1997, to the
COMTEX News Network, Inc. 1995 Stock Option Plan (the "Plan"), by
COMTEX News Network, Inc.(the "Company").
The Company maintains the Plan. On September 15, 1997, the
Board of Directors unanimously approved a resolution to increase
the number of shares issuable under the Plan by 1,200,000 shares.
Also, on September 13, 1999, the Board of Directors unanimously
approved a resolution to increase the number of shares issuable
under the Plan by 1,000,000 shares. In accordance with Section 7
of the Plan, such resolutions were approved by the holders of a
majority of the outstanding stock of the Company entitled to vote
thereon at the annual meeting of stockholders of the Company on
December 11, 1997 and December 2, 1999, respectively.
NOW, THEREFORE, the Plan is amended as follows:
I. Section 3 is amended by revising the first sentence of
the first paragraph thereof in its entirety to read as follows:
Subject to adjustment as provided in Section 6(k)
hereof, the maximum number of shares of Common Stock
for which options granted hereunder may be exercised
shall be 3,400,000.
By: /S/ AMBER GORDON
S. Amber Gordon
Corporate Secretary
Dated as of February 7, 2000
<PAGE>
