As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 33-60197
-----------------------------------------------------------------------------
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. 1997 Employee Stock Purchase Plan
------------------------------------------------------------------------
(Full title of plan)
Harry Kaplowitz
President
Infodata Systems Inc.
12150 Monument Drive, Suite 400
Fairfax, Virginia 22033
(703) 934-5205
------------------------------------------------------------------------
(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
<TABLE>
<CAPTION>
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be registered Per Share (2) Offering Price (2) Fee
Registered (1)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $7.563 $1,512,500 $458.33
$.03 par shares
value
-------------------------------------------------------------------------------------------
<FN>
(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.
(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 June 24, 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.
</FN>
</TABLE>
<PAGE>
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") 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 Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.
3. 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
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
2
<PAGE>
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
4(a) Infodata Systems Inc. 1997 Employee Stock Purchase Plan.
5 Legal opinion, dated June 27, 1997, of Freedman, Levy, Kroll &
Simonds, counsel to the Company, as to the legality of
3
<PAGE>
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.
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.
4
<PAGE>
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
<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 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 26th day of June, 1997.
INFODATA SYSTEMS INC.
By: /s/HARRY KAPLOWITZ
------------------
Harry Kaplowitz
President
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints HARRY KAPLOWITZ and CURTIS D. CARLSON 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>
_________________________ Chairman of the Board
Richard T. Bueschel
/s/HARRY KAPLOWITZ President and Director June 26, 1997
------------------------- (Principal Executive
Harry Kaplowitz Officer)
/s/LAURENCE C. GLAZER Director June 26, 1997
-------------------------
Laurence C. Glazer
/s/ROBERT M. LEOPOLD Director June 26, 1997
-------------------------
Robert M. Leopold
6
<PAGE>
_________________________ Director
Isaac M. Pollak
_________________________ Director
Millard H. Pryor, Jr.
/s/RICHARD M. TWOREK Director June 26, 1997
-------------------------
Richard M. Tworek
/s/CHRISTOPHER P. DETTMAR Chief Financial June 26, 1997
------------------------- Officer, (Principal
Christopher P. Dettmar Financial and
Accounting Officer)
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
4(a) Infodata Systems Inc. 1997 Employee Stock Purchase Plan.
5 Legal opinion, dated June 27, 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>
EXHIBIT 4(a)
1997 EMPLOYEE STOCK PURCHASE PLAN
PURPOSE. The Infodata Systems Inc. 1997 Employee Stock Purchase Plan (the
"Plan") is established to provide eligible employees of Infodata Systems Inc.,
a Virginia corporation, and its wholly-owned subsidiaries (the "Company"),
with an opportunity to acquire a proprietary interest in the Company by the
purchase of shares of common stock, par value $.03 per share (the "Common
Stock") of the Company.
The Company intends that the Plan shall qualify as an "employee stock
purchase plan" under section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"), including any amendments or replacements of such Code
section, and the Plan shall be so construed. Any term not expressly defined in
the Plan but defined for purposes of section 423 of the Code shall have the
same definition herein.
An employee participating in the Plan (a "Participant") may withdraw such
Participant's accumulated payroll deductions (if any) and terminate
participation in the Plan or any Offering (as defined below) therein at any
time during an Offering Period (as defined below). Accordingly, each
Participant is, in effect, granted an option pursuant to the Plan (a "Purchase
Right") which may or may not be exercised at the end of an Offering Period.
ADMINISTRATION. The Plan shall be administered by the Board of Directors
of the Company (the "Board") and/or by a duly appointed committee of
non-employee members of the Board having such powers as shall be specified by
the Board. Any subsequent references to the Board shall also mean the
committee if a committee has been appointed. All questions of interpretation
of the Plan or of any Purchase Right shall be determined by the Board and
shall be final and binding upon all persons having an interest in the Plan
and/or any Purchase Right. Subject to the provisions of the Plan, the Board
shall determine all of the relevant terms and conditions of Purchase Rights
granted pursuant to the Plan; provided, however, that all Participants granted
Purchase Rights pursuant to the Plan shall have the same rights and privileges
within the meaning of section 423(b)(5) of the Code. All expenses incurred in
connection with the administration of the Plan shall be paid by the Company.
SHARE RESERVE. The maximum number of shares which may be issued under the
Plan shall be 200,000 shares of the Company's authorized but unissued Common
Stock or Common Stock which is treasury stock (the "Shares"). In the event
that any Purchase Right for any reason expires or is canceled or terminated,
the Shares allocable to the unexercised portion of such Purchase Right may
again be subjected to a Purchase Right.
ELIGIBILITY. Any employee of the Company is eligible to participate in
the Plan except employees who own or hold options to purchase or who, as a
result of participation in the Plan, would own or hold options to purchase,
stock of the Company possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company within
the meaning of section 423(b)(3) of the Code. Notwithstanding anything herein
to the contrary, any individual performing services for the Company solely
through a leasing agency or employment agency shall not be deemed an
"employee" of the Company.
A-1
<PAGE>
OFFERING DATES.
(a) OFFERING PERIODS. Except as otherwise provided below, the Plan
shall be implemented by offerings (individually, an "Offering") of three (3)
months duration (an "Offering Period"); commencing on January 1, April 1, July
1 and October 1 of each year (beginning with July 1, 1997) and ending on the
first March 31, June 30, September 30 and December 31, respectively, occurring
thereafter. Notwithstanding the foregoing, the Board may establish a different
term for one or more Offerings and/or different commencing and/or ending dates
for such Offerings. An employee who becomes eligible to participate in the
Plan after an Offering Period has commenced shall not be eligible to
participate in such Offering but may participate in any subsequent Offering
provided such employee is still eligible to participate in the Plan as of the
commencement of any such subsequent Offering. Eligible employees may not
participate in more than one Offering at a time. The first day of an Offering
Period shall be the "Offering Date" for such Offering Period and the last day
of an Offering Period shall be the "Purchase Date" for such Offering Period.
In the event the first day of an Offering Period is not a business day, the
Offering Date shall be the first subsequent business day. In the event the
last day of an Offering Period is not a business day, the Purchase Date shall
be the first preceding business day.
(b) GOVERNMENTAL APPROVAL; STOCKHOLDER APPROVAL. Notwithstanding any
other provision of the Plan to the contrary, any Purchase Right granted
pursuant to the Plan shall be subject to (i) obtaining all necessary
governmental approvals and/or qualifications of the sale and/or issuance of
the Purchase Rights and/or the Shares, and (ii) obtaining stockholder approval
of the Plan.
PARTICIPATION IN THE PLAN.
(a) INITIAL PARTICIPATION. An eligible employee shall become a
Participant on the first Offering Date after satisfying the eligibility
requirements and delivering to the Company's payroll office not later than the
close of business for such payroll office on the last business day before such
Offering Date (the "Subscription Date") a subscription agreement indicating
the employee's election to participate in the Plan and authorizing payroll
deductions. An eligible employee who does not deliver a subscription agreement
to the Company's payroll office on or before the Subscription Date shall not
participate in the Plan for that Offering Period or for any subsequent
Offering Period unless such employee subsequently enrolls in the Plan by
filing a subscription agreement with the Company by the Subscription Date for
such subsequent Offering Period. The Company may, from time to time, change
the Subscription Date as deemed advisable by the Company in its sole
discretion for proper administration of the Plan.
(b) CONTINUED PARTICIPATION. A Participant shall automatically
participate in the Offering Period commencing immediately after the Purchase
Date of each Offering Period in which the Participant participates until such
time as such Participant (i) ceases to be eligible as provided in paragraph 4,
(ii) withdraws from the Plan pursuant to paragraph 11(b) or (iii) terminates
employment as provided in paragraph 12. If a Participant automatically may
participate in a subsequent Offering Period pursuant to this paragraph 6(b),
then the Participant is not required to file any additional subscription
agreement for such subsequent Offering Period in order to continue
participation in the Plan. However, a Participant may file a subscription
agreement with respect to a subsequent Offering Period if the Participant
desires to change any of the Participant's elections contained in the
Participant's then effective subscription agreement.
A-2
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RIGHT TO PURCHASE SHARES. Subject to the terms and limitations set forth
below, during an Offering Period each Participant in such Offering Period
shall have a Purchase Right consisting of the right to purchase that number of
whole Shares determined in accordance with paragraphs 8 and 9 hereof.
8. PURCHASE PRICE. The purchase price at which Shares may be acquired in
a given Offering Period pursuant to the exercise of all or any portion of a
Purchase Right granted under the Plan (the "Offering Exercise Price") shall be
set by the Board; provided, however, that the Offering Exercise Price shall
not be less than eighty-five percent (85%) of the lesser of (a) the fair
market value of the Shares on the Offering Date of the Offering Period, or (b)
the fair market value of the Shares on the Purchase Date of the same Offering
Period. Unless otherwise provided by the Board prior to the commencement of an
Offering Period, the Offering Exercise Price for that Offering Period shall be
eighty-five percent (85%) of the lesser of (a) the fair market value of the
Shares on the Offering Date of such Offering Period or (b) the fair market
value of the Shares on the Purchase Date of such Offering Period. The fair
market value of the Shares on the applicable dates shall be the closing price
quoted on the National Association of Securities Dealers Automated Quotation
System (or the average of the closing bid and asked prices if the Shares are
so quoted instead and the quoted closing price is not readily available), or
as reported on such other stock exchange or market system if the Shares are
traded on such other exchange or system instead, or as determined by the Board
if the Shares are not so reported.
PAYMENT OF PURCHASE PRICE. Shares which are acquired pursuant to the
exercise of all or any portion of a Purchase Right may be paid for only by
means of payroll deductions from the Participant's Compensation accumulated
during the Offering Period. For purposes of the Plan, a Participant's
"Compensation" with respect to an Offering (a) shall include all salaries,
before deduction for any contributions to any plan maintained by the Company
and described in Section 401(k) or Section 125 of the Code, and (b) shall not
include commissions, advances paid against future commissions, overtime,
bonuses, annual awards, other incentive payments, shift premiums, long-term
disability, worker's compensation or any other payments not specifically
referenced in (a). Except as set forth below, the amount of Compensation to be
withheld from a Participant's Compensation during each pay period shall be
determined by the Participant's subscription agreement.
(a) ELECTION TO DECREASE WITHHOLDING. During an Offering Period, a
Participant may elect to decrease the amount withheld from his or her
Compensation by filing an amended subscription agreement with the Company on
or before the "Change Notice Date." The "Change Notice Date" shall initially
be the seventh (7th) day prior to the end of the first pay period for which
such election is to be effective; however, the Company may change such Change
Notice Date from time to time. A Participant may not elect to increase the
amount withheld from the Participant's Compensation during an Offering Period.
(b) LIMITATIONS ON PAYROLL WITHHOLDING. The amount of payroll
withholding with respect to the Plan for any Participant during any pay period
shall be in one percent (1%) increments not to exceed fifteen percent (15%) of
the Participant's Compensation for such pay period. Notwithstanding the
foregoing, the Board may change the limits on payroll withholding effective as
of a future Offering Date, as determined by the Board. Amounts withheld shall
be reduced by any amounts contributed by the Participant and applied to the
purchase of Company stock pursuant to any other employee stock purchase plan
qualifying under section 423 of the Code.
(c) PAYROLL WITHHOLDING. Payroll deductions shall commence on the
first payday following the Offering Date and shall continue to the end of
A-3
<PAGE>
the Offering Period unless sooner altered or terminated as provided in the
Plan.
(d) PARTICIPANT ACCOUNTS. Individual accounts shall be maintained
for each Participant. All payroll deductions from a Participant's Compensation
shall be credited to such account and shall be deposited with the general
funds of the Company. All payroll deductions received or held by the Company
may be used by the Company for any corporate purpose.
(e) NO INTEREST PAID. Interest shall not be paid on sums withheld
from a Participant's Compensation.
(f) EXERCISE OF PURCHASE RIGHT. Subject to the limitations contained
in paragraph 10 of the Plan, on the Purchase Date of an Offering Period each
Participant who has not withdrawn from the Offering or whose participation in
the Offering has not terminated on or before such Purchase Date shall
automatically acquire pursuant to the exercise of the Participant's Purchase
Right the number of whole Shares arrived at by dividing the total amount of
the Participant's accumulated payroll deductions for the Purchase Period by
the Offering Exercise Price. No Shares shall be purchased on a Purchase Date
on behalf of a Participant whose participation in the Offering or the Plan has
terminated on or before such Purchase Date.
(g) RETURN OF CASH BALANCE. Any cash balance remaining in the
Participant's account shall be refunded to the Participant as soon as
practicable after the Purchase Date. In the event the cash to be returned to a
Participant pursuant to the preceding sentence is an amount less than the
amount necessary to purchase a whole Share, the Company may establish
procedures whereby such cash is maintained in the Participant's account and
applied toward the purchase of Shares in the subsequent Offering Period.
(h) TAX WITHHOLDING. At the time the Purchase Right is exercised, in
whole or in part, or at the time some or all of the Shares are disposed of,
the Participant shall make adequate provision for the foreign, federal and
state tax withholding obligations of the Company, if any, which arise upon
exercise of the Purchase Right and/or upon disposition of Shares,
respectively. The Company may, but shall not be obligated to (except as
required by federal or state law), withhold from the Participant's
Compensation the amount necessary to meet such withholding obligations.
(i) COMPANY ESTABLISHED PROCEDURES. The Company may, from time to
time, establish (i) a minimum required withholding amount for participation in
an Offering, (ii) limitations on the frequency and/or number of changes in the
amount withheld during an Offering, (iii) an exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, (iv) payroll
withholding in excess of or less than the amount designated by a Participant
in order to adjust for delays or mistakes in the Company's processing of
subscription agreements, and/or (v) such other limitations or procedures as
deemed advisable by the Company in the Company's sole discretion which are
consistent with the Plan and in accordance with the requirements of section
423 of the Code.
(j) EXPIRATION OF PURCHASE RIGHT. Any portion of a Participant's
Purchase Right remaining unexercised after the end of the Offering Period to
which such Purchase Right relates shall expire immediately upon the end of
such Offering Period.
LIMITATIONS ON PURCHASE OF SHARES: RIGHTS AS A STOCKHOLDER.
(a) FAIR MARKET VALUE LIMITATION. Notwithstanding any other
A-4
<PAGE>
provision of the Plan, no Participant shall be entitled to purchase Shares
under the Plan (or any other employee stock purchase plan which is intended to
meet the requirements of section 423 of the Code sponsored by the Company) at
a rate which exceeds $25,000 in fair market value, which fair market value is
determined for Shares purchased during a given Offering Period as of the
Offering Date for such Offering Period (or such other limit as may be imposed
by the Code), for each calendar year in which Participant participates in the
Plan (or any other employee stock purchase plan described in this sentence).
(b) PRO RATA ALLOCATION. In the event the number of Shares which
might be purchased by all Participants in the Plan exceeds the number of
Shares available in the Plan, the Company shall make a pro rata allocation of
the remaining Shares in as uniform a manner as shall be practicable and as the
Company shall determine to be equitable.
(c) RIGHTS AS A STOCKHOLDER AND EMPLOYEE. A Participant shall have
no rights as a stockholder by virtue of the Participant's participation in the
Plan until the date of the issuance of a stock certificate(s) for the Shares
being purchased pursuant to the exercise of the Participant's Purchase Right.
No adjustment shall be made for cash dividends or distributions or other
rights for which the record date is prior to the date such stock
certificate(s) are issued. Nothing herein shall confer upon a Participant any
right to continue in the employ of the Company or interfere in any way with
any right of the Company to terminate the Participant's employment at any
time.
WITHDRAWAL.
(a) WITHDRAWAL FROM AN OFFERING. A Participant may withdraw from an
Offering by signing and delivering to the Company's payroll office, a written
notice of withdrawal on a form provided by the Company for such purpose. Such
withdrawal may be elected at any time prior to the end of an Offering Period.
Unless otherwise indicated, withdrawal from an Offering shall not result in a
withdrawal from the Plan or any subsequent Offerings. A Participant is
prohibited from again participating in the same Offering at any time after
withdrawing from such Offering. The Company may impose, from time to time, a
requirement that the notice of withdrawal be on file with the Company's
payroll office for a reasonable period prior to the effectiveness of the
Participant's withdrawal from an Offering.
(b) WITHDRAWAL FROM THE PLAN. A Participant may withdraw from the
Plan by signing a written notice of withdrawal on a form provided by the
Company for such purpose and delivering such notice to the Company's payroll
office. Withdrawals made after a Purchase Date for an Offering Period shall
not affect Shares acquired by the Participant on such Purchase Date. In the
event a Participant voluntarily elects to withdraw from the Plan, the
Participant may not resume participation in the Plan during the same Offering
Period, but may participate in any subsequent Offering under the Plan by again
satisfying the requirements of paragraphs 4 and 6(a) above. The Company may
impose, from time to time, a requirement that the notice of withdrawal be on
file with the Company s payroll office for a reasonable period prior to the
effectiveness of the Participant's withdrawal from the Plan.
(c) RETURN OF PAYROLL DEDUCTIONS. Upon withdrawal from an Offering
or the Plan, the Participant's accumulated payroll deductions which have not
been applied toward the purchase of Shares shall be returned as soon as
practicable after the withdrawal, without the payment of any interest, to the
Participant, and the Participant's interest in the Offering and/or the Plan,
as applicable, shall terminate. Such accumulated payroll deductions may not be
applied to any other Offering under the Plan following the Participant's
withdrawal.
A-5
<PAGE>
(d) PARTICIPATION FOLLOWING WITHDRAWAL; RESALES OF SHARES BY SECTION
16 PERSONS. A Section 16 Person (as defined below) may not sell Shares
acquired by such Section 16 Person under the Plan until such Shares have been
held by such Section 16 Person for at least six (6) months. In addition, a
Section 16 Person who is deemed to "cease participation" in the Plan within
the meaning of either Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and amended from time to time or any
successor rule or regulation ("Rule 16b- 3"), as a consequence of his or her
withdrawal from an Offering pursuant to paragraph 11(a) above, withdrawal from
the Plan pursuant to paragraph 11(b) above, or reduction in withholding
pursuant to paragraph 9(a) above, shall not again participate in the Plan for
at least six (6) months after the date of such withdrawal. A "Section 16
Person" shall include an employee who is also an officer or director of the
Company subject to Section 16 of the Exchange Act.
(e) WAIVER OF WITHDRAWAL RIGHT. The Company may, from time to time,
establish a procedure pursuant to which a Participant may elect (an
"Irrevocable Election"), prior to the commencement of an Offering Period, to
have all payroll deductions accumulated in his or her Plan account as of one
or more subsequent Purchase Dates applied to purchase shares under the Plan,
and (i) to waive his or her right to withdraw from the Offering or the Plan,
and (ii) to waive his or her right to increase, decrease, or cease payroll
deductions from his or her Compensation for such Offering during the time such
election is in effect. Such election shall be made in writing on a form
provided by the Company for such purpose and must be delivered to the Company
not later than the close of business on a date prior to the first day of the
Offering Period for which such election is to first be effective, as
determined by the Company. (In order to comply with Rule 16b-3, a Section 16
Person (as defined in paragraph 11(d) above) who does not make such an
Irrevocable Election may be required to hold any Shares acquired on a Purchase
Date for at least six (6) months following such Purchase Date.)
TERMINATION OF EMPLOYMENT. Termination of a Participant's employment with
the Company for any reason, including retirement, disability or death, or the
failure of a Participant to remain an employee eligible to participate in the
Plan, shall terminate the Participant's participation in the Plan immediately.
In such event, the payroll deductions credited to the Participant's account
since the last Purchase Date shall, as soon as practicable, be returned to the
Participant or, in the case of the Participant's death, to the Participant's
legal representative, and all of the Participant's rights under the Plan shall
terminate. Interest shall not be paid on sums returned to a Participant
pursuant to this paragraph 12. A Participant whose participation has been so
terminated may again become eligible to participate in the Plan by again
satisfying the requirements of paragraphs 4 and 6(a) above.
TRANSFER OF CONTROL. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Company.
(a) any acquisition of the Company's stock or any reorganization as
defined in section 368(a)(1) of the Code to which the Company is a party as
defined in section 368(b) of the Code and in which the Company is not the
surviving corporation or is not immediately after the reorganization engaged
in the active conduct of a trade or business or in which the stockholders of
the Company will own less than fifty percent (50%) of the voting securities of
the surviving corporation; or
(b) any sale or conveyance of substantially all of the net assets of
the Company, unless immediately after such sale the Company is engaged in the
active conduct of a trade or business.
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In the event of a Transfer of Control, the surviving, continuing,
successor, or purchasing corporation, as the case may be (the "Acquiring
Corporation"), shall either assume the Company's rights and obligations under
the Plan or substitute rights to purchase the Acquiring Corporation's stock
for outstanding Purchase Rights, unless the Company's Board otherwise agrees.
In the event that, with the Board's consent, the Acquiring Corporation elects
not to assume or substitute for such outstanding Purchase Rights in connection
with a merger in which the Company is not the surviving corporation or a
reverse triangular merger in which the Company is the surviving corporation
where the stockholders of the Company before such merger do not retain,
directly or indirectly, at least a majority of the beneficial interest in the
voting stock of the Company after such merger, the Board may, but shall not be
obligated to, provide that any outstanding Purchase Rights shall be exercised
as of the date of the Transfer of Control, as the Board so determines. The
exercise of any Purchase Right that was permissible solely by reason of this
paragraph 13 shall be conditioned upon the consummation of the Transfer of
Control. Any Purchase Rights which are neither assumed or substituted for by
the Acquiring Corporation nor exercised as of the date of the Transfer of
Control shall terminate effective as of the date of the Transfer of Control.
CAPITAL CHANGES. In the event of changes in the common stock of the
Company due to a stock split, reverse stock split, stock dividend,
recapitalization, combination, reclassification, or like change in the
Company's capitalization, or in the event of any merger (including a merger
effected for the purpose of changing the Company's domicile), sale or other
reorganization, appropriate adjustments shall be made by the Company in the
securities subject to purchase under a Purchase Right, the Plan's share
reserve, the number of shares subject to a Purchase Right, and in the purchase
price per share.
NON-TRANSFERABILITY. A Purchase Right may not be transferred in any
manner and shall be exercisable during the lifetime of the Participant only by
the Participant. The Company, in its absolute discretion, may impose such
restrictions on the transferability of the Shares purchasable upon the
exercise of a Purchase Right as it deems appropriate and any such restriction
shall be set forth in the respective subscription agreement and may be
referred to on the certificates evidencing such Shares.
REPORTS. Each Participant who exercised all or part of his or her
Purchase Right for an Offering Period shall receive, as soon as practicable
after the Purchase Date of such Offering Period, a report of such
Participant's account setting forth the total payroll deductions accumulated,
the number of Shares purchased, the fair market value of such Shares, the date
of purchase and the remaining cash balance to be refunded or retained in the
Participant's account pursuant to paragraph 9(g) above, if any.
PLAN TERM. This Plan shall continue until terminated by the Board or
until all of the Shares reserved for issuance under the Plan have been issued,
whichever shall first occur.
RESTRICTION ON ISSUANCE OF SHARES. The issuance of shares under the Plan
shall be subject to compliance with all applicable requirements of federal,
state or foreign law with respect to such securities. A Purchase Right may not
be exercised if the issuance of shares upon such exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations. In addition, no Purchase Right may be exercised unless (i)
a registration statement under the Securities Act of 1933, as amended, shall
at the time of exercise of the Purchase Right be in effect with respect to the
shares issuable upon exercise of the Purchase Right,
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<PAGE>
or (ii) in the opinion of legal counsel to the Company, the shares issuable
upon exercise of the Purchase Right may be issued in accordance with the terms
of an applicable exemption from the registration requirements of said Act. As
a condition to the exercise of a Purchase Right, the Company may require the
Participant to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation, and
to make any representation or warranty with respect thereto as may be
requested by the Company.
LEGENDS. The Company may at any time place legends or other identifying
symbols referencing any applicable federal, state and/or foreign securities
restrictions or any provision convenient in the administration of the Plan on
some or all of the certificates representing shares of stock issued under the
Plan. The Participant shall, at the request of the Company, promptly present
to the Company any and all certificates representing shares acquired pursuant
to a Purchase Right in the possession of the Participant in order to carry out
the provisions of this paragraph.
NOTIFICATION OF SALE OF SHARES. The Company may require the Participant
to give the Company prompt notice of any disposition of Shares acquired by
exercise of a Purchase Right within two years from the date of granting such
Purchase Right or one year from the date of exercise of such Purchase Right.
The Company may direct that the certificates evidencing Shares acquired by
exercise of a Purchase Right refer to such requirement to give prompt notice
of disposition.
AMENDMENT OR TERMINATION OF THE PLAN. The Board may at any time amend or
terminate the Plan, except that such termination shall not affect Purchase
Rights previously granted under the Plan, nor may any amendment make any
change in a Purchase Right previous ly granted under the Plan which would
adversely affect the right of any Participant (except as may be necessary to
qualify the Plan as an employee stock purchase plan pursuant to section 423 of
the Code or to obtain qualification or registration of the Shares under
applicable federal, state or foreign securities laws). In addition, an
amendment to the Plan must be approved by the stockholders of the Company
within twelve (12) months of the adoption of such amendment if such amendment
would authorize the sale of more shares than are authorized for issuance under
the Plan.
A-8
EXHIBIT 5
June 27, 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 200,000 shares of the Company's common stock, par
value $.03 per share, (the "Shares") pursuant to the Company's 1997 Employee
Stock Purchase Plan (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 in
this registration statement of our reports dated March 5, 1997 included (or
incorporated by reference) in the Infodata Systems Inc. and Subsidiaries Form
10-K for the year ended December 31, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.
June 24, 1997
