As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Infodata Systems Inc.
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(Exact name of registrant as specified in its charter)
Virginia 16-0954695
--------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
12150 Monument Drive, Suite 400, Fairfax, Virginia 22033
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(Address of Principal Executive Offices including Zip Code)
INFODATA SYSTEMS INC. STOCK OPTION PLAN FOR AMBIA CORPORATION EMPLOYEES
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(Full title of plan)
James Ungerleider
Chief Executive Officer
Infodata Systems Inc.
12150 Monument Drive, Suite 400
Fairfax, Virginia 22033
(703) 934-5205
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(Name, address and telephone number of agent for service)
Copies to:
Arthur H. Bill, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed
Title Of Maximum Maximum Proposed
Securities Amount To Be Offering Aggregate Amount of
To Be Registered Price Per Offering Registration
Registered (1) Share (2) Price (2) Fee
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Common
Stock, $.03
par value 35,000 shares $11.25 $393,750 $119.32
=============================================================================
(1) Plus an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
<PAGE>
(2) The amounts are based upon the average of the high and low prices for the
Common Stock as reported on the NASDAQ SmallCap Market on December 12,
1997 and are used solely for the purpose of calculating the registration
fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the
Securities Act of 1933.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Infodata Systems Inc.
(the "Company") (SEC File No. 0-10416) with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933 are
incorporated in this Registration Statement by reference and deemed to be a
part hereof:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
2. The Prospectus, dated December 18, 1997, contained in the Company's
Registration Statement on Form SB-2 filed with the SEC on December
18, 1997.
3. The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, June 30 and September 30, 1997.
4. The Company's Current Report on Form 8-K dated July 22, 1997, as
filed with the SEC on August 6, 1997, and amended by Form 8-K/A No.
1 filed with the SEC on October 6, 1997.
5. The description of the Company's Common Stock, par value $.03 per
share (the "Common Stock"), contained in the Company's Registration
Statement on Form 10, as filed with the SEC on April 30, 1982, under
the Exchange Act.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents; PROVIDED, HOWEVER, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Registration Statement is in effect prior to
the filing with the SEC of the Company's Annual Report on Form 10-KSB covering
such year shall not be deemed incorporated by reference in this Registration
Statement and shall not be a part hereof from and after the filing of such
Annual Report on Form 10-KSB.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
2
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for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
The Company hereby undertakes to provide without charge to each
person who has received a copy of the prospectus to which this Registration
Statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this Registration Statement, other than exhibits to such documents
(unless such exhibits are incorporated therein by reference).
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 10 ("Article 10") of Chapter 9 of Title 13.1 of the Code of
Virginia (the "Virginia Code") provides a Virginia corporation with broad
powers to indemnify its officers and directors in certain circumstances so
long as the officer or director (i) conducted himself in good faith, (ii)
reasonably believed that his conduct was in the best interests, or at least
not opposed to the best interests, of the corporation and (iii) had no
reasonable cause to believe that his conduct was unlawful; provided, however,
that no indemnification shall be available in the event of or limit the
liability of a director or officer for (i) any proceeding by or in the right
of the corporation in which the director or officer was adjudged liable to the
corporation; (ii) any transactions from which the director or officer derived
an improper personal benefit; (iii) his willful misconduct; (iv) a knowing
violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security; or (v) unlawful payment of
dividends or other unlawful distributions.
As permitted under Article 10 of the Virginia Code, Article 9 of the
Company's Articles of Incorporation provides that:
The directors and officers of the Corporation shall not be
liable for any damages in any proceeding brought by or in the
name of the Corporation or its shareholders unless the director
or officer engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider
trading or manipulation of the market for any security.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
3
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<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4(a) Agreement of Merger and Plan of Reorganization dated as of
July 22, 1997, by and among Infodata Systems Inc., AMBIA
Corporation, Alan Fisher and Razi Mohiuddin, Software
Partners, Inc. and AMBIA Acquisition Corporation
(Incorporated herein by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K dated July 22, 1997,
filed with the SEC on August 6, 1997, as amended and filed on
Form 8-K/A, No. 1 on October 6, 1997).
5 Legal opinion, dated December 19, 1997, of Freedman, Levy,
Kroll & Simonds, counsel to the Company, as to the legality
of shares offered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in
Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
</TABLE>
Item 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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 by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(b) 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.
(c) 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.
4
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2. The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing
of the Company'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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been informed that in the opinion of the
Securities 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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.
5
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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 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 County of Fairfax, Commonwealth of Virginia,
on this 11th day of December, 1997
INFODATA SYSTEMS INC.
BY:/s/JAMES UNGERLEIDER
--------------------
James Ungerleider
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints JAMES UNGERLEIDER and/or CHRISTOPHER P. DETTMAR
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
RICHARD T. BUESCHEL Chairman of the Board December 11, 1997
-------------------------
Richard T. Bueschel
ALAN S. FISHER Director December 11, 1997
-------------------------
Alan S. Fisher
LAURENCE C. GLAZER Director December 11, 1997
-------------------------
Laurence C. Glazer
HARRY KAPLOWITZ Executive Vice President December 11, 1997
------------------------- and Director
Harry Kaplowitz
6
<PAGE>
ROBERT M. LEOPOLD Director December 11, 1997
-------------------------
Robert M. Leopold
Director
-------------------------
Isaac M. Pollak
MILLARD H. PRYOR, JR. Director December 11, 1997
-------------------------
Millard H. Pryor, Jr.
RICHARD M. TWOREK Executive Vice President December 11, 1997
------------------------- and Director
Richard M. Tworek
JAMES UNGERLEIDER Chief Executive Officer December 11, 1997
------------------------- (Principal Executive Officer)
James Ungerleider
CHRISTOPHER P. DETTMAR Chief Financial Officer December 11, 1997
------------------------- (Principal Financial and
Christopher P. Dettmar Accounting Officer)
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4(a) Agreement of Merger and Plan of Reorganization dated as of
July 22, 1997, by and among Infodata Systems Inc., AMBIA
Corporation, Alan Fisher and Razi Mohiuddin, Software
Partners, Inc., and AMBIA Acquisition Corporation
(Incorporated herein by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K dated July 22, 1997,
filed with the SEC on August 6, 1997, as amended and filed on
Form 8-K/A, No. 1 on October 6, 1997).
5 Legal opinion, dated December 19, 1997, of Freedman, Levy,
Kroll & Simonds, counsel to the Company, as to the legality
of shares offered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in
Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
</TABLE>
8
EXHIBIT 5
Law Offices
Freedman, Levy, Kroll & Simonds
Washington Square, 1050 Connecticut Ave., N.W.
Washington, D.C. 20036-5366
(202) 457-5100
Cable "Attorneys"
Telecopier: 202-457-5151
December 19, 1997
Infodata Systems Inc.
12150 Monument Drive, Suite 400
Fairfax, Virginia 22033
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have represented Infodata Systems Inc. (the "Company") in connection
with its Registration Statement on Form S-8 being filed today with the
Securities and Exchange Commission (together with all exhibits thereto, the
"Registration Statement"). The Registration Statement relates to an offering
by the Company of up to 35,000 shares of the Company's common stock, par value
$.03 per share, (the "Shares") upon the exercise of options held by employees
or former employees of AMBIA Corporation, pursuant to Section 6.11 of the
Agreement of Merger and Plan of Reorganization dated as of July 22, 1997, by
and among Infodata Systems Inc., AMBIA Corporation, Alan Fisher and Razi
Mohiuddin, Software Partners, Inc., and AMBIA Acquisition Corporation
(hereinafter, the "Plan").
We have examined (1) the Articles of Incorporation of the Company, (2)
the By-Laws of the Company, (3) the Registration Statement, (4) the Plan and
(5) such other corporate records, certificates, documents and other
instruments as in our opinion are necessary or appropriate in connection with
expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Virginia.
2. When the following events shall have occurred:
(a) the Registration Statement is filed, at which time it will become
effective under the Securities Act of 1933, pursuant to General
Instruction D to Form S-8, and
(b) the Shares shall have been paid for and issued in accordance with
the terms of the Plan,
the Shares thus sold will be legally issued, fully paid and non-assessable.
This firm hereby consents to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Sincerely,
FREEDMAN, LEVY, KROLL & SIMONDS
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 18,
1997, included in the Company's Registration Statement on Form SB-2 filed on
December 18, 1997, and to all references to our Firm included in this
registration statement.
/s/ARTHUR ANDERSEN LLP
Washington, D.C.
December 19, 1997
