As filed with the Securities and Exchange Commission on August 4, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
COMPUTRAC, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1540265
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
222 Municipal Drive
Richardson, Texas 75080
(Address of Principal Executive Offices)
CompuTrac, Inc. 1991 Employee Stock Purchase Plan
(Full title of the Plan)
___________________
Cheri White
Vice President-Finance
CompuTrac, Inc.
222 Municipal Drive
Richardson, Texas 75080
___________________________________________________
(Name and address of agent for service)
(214) 234-4241
___________________________________________________
(Telephone number, including area code, of agent for service)
Copy to:
Brian J. Walsh, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0664
___________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registratio
offering aggregate n fee
price offering
per share price(1)
(1)
<S> <C> <C> <C> <C> <C>
Common Stock,
$.01 par value .... 500,000 $1.22 $610,000 $210
shares
</TABLE>
[FN]
(1) Estimated solely for the purpose of calculating the registration
fee and computed in accordance with Rule 457(h) of the Securities Act
of 1933, as amended, on the basis of the average of the high and low
sale price of the Common Stock on July 28, 1995 as reported by the
American Stock Exchange, Inc.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby
incorporated by reference in this Registration Statement:
The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof as
indicated:
the Registrant's Registration Statement on Form S-8(a)
(Registration No. 33-40734), filed with the Commission on May 20, 1991;
(2)
the Registrant's Annual Report on Form 10-K for the fiscal(b)
year ended January 31, 1995;
(c) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since January 31, 1995; and
the description of the Registrant's Common Stock filed as a (d)
part of the Registrant's Registration Statement, as amended, on Form 8-
A.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date
of filing of such documents.
[FN]
(2) The Registration Statement on Form S-8 (Registration No. 33-40734)
(the ``Original S-8'') registered 500,000 shares of the Registrant's
Common Stock for issuance pursuant to the Registrant's 1991 Employee
Stock Purchase Plan (the ``Plan''). On July 28, 1995, the Board of
Directors of the Company approved an amendment to the Plan, which
increased by 500,000 the number of shares available for purchase
under the Plan. This Registration Statement on Form S-8 registers
these additional 500,000 shares.
<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 Richardson,
State of Texas on August 4, 1995.
COMPUTRAC, INC.
By: /s/ Harry W. Margolis
Harry W. Margolis
Chairman of the Board of
Directors and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Harry W.
Margolis and Cheri L. White his true and lawful attorneys-in-fact,
each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments, including any post-
effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto, and other documents to be filed in
connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting alone, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Harry W. Margolis Chief Executive Officer August 4, 1995
Harry W. Margolis Chairman of the Board
of Directors and
(principal executive officer)
/s/Cheri White Vice President - Finance August 4, 1995
Cheri White and Chief Financial Officer
(principal financial and
accounting officer)
/s/Dana E. Margolis Secretary, Treasurer and August 4, 1995
Dana E. Margolis Director
/s/Cesar L. Alvarez Director August 4, 1995
Cesar L. Alvarez
/s/Kenneth R. Nicholas Director August 4, 1995
Kenneth R. Nicholas
/s/Gerald D. Harris Director August 4, 1995
Gerald D. Harris
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
Opinion of Greenberg, Traurig,
5.1 Hoffman, Lipoff, Rosen & Quentel, __
P.A. ..............................
23.1 Consent of Price Waterhouse LLP ... __
23.2 Consent of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel,
P.A. (contained in its opinion
filed as Exhibit 5.1 hereto) __
24.1 Power of Attorney is included in
the Signatures section of this
Registration Statement __
<PAGE>
EXHIBIT 5.1
August 3, 1995
CompuTrac, Inc.
222 Municipal Drive
Richardson, TX 75080
Re: Registration Statement on Form S-8 for CompuTrac,
Inc.'s 1991 Employee Stock Purchase Plan
Ladies and Gentlemen:
On the date hereof, CompuTrac, Inc., a Texas corporation (the
``Company''), sent for filing with the Securities and Exchange
Commission a Registration Statement on Form S-8 (the Registration
"Statement''), under the Securities Act of 1933, as amended (the
``Act" ). The Registration Statement relates to the offering and sale
by the Company of up to 500,000 shares of the Company's Common Stock,
par value $.01 per share (the ``Common Stock ), pursuant to the ''
Company's 1991 Employee Stock Purchase Plan, as amended (the
``Plan''). We have acted as counsel to the Company in connection with
the preparation and filing of the Registration Statement.
In connection therewith, we have examined a nd relied upon the
original or a copy, certified to our satisfaction, of (i) the Articles
of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan and related matters;
(iii) the Registration Statement and exhibits thereto; and (iv) such
other documents and instruments as we have deemed necessary for the
expression of the opinions herein contained. In making the foregoing
examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us
as certified or photostatic copies. As to various questions of fact
material to the opinion, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independently
checking or verifying the accuracy of such documents, records and
instruments.
<PAGE>
Based upon the foregoing examination, we are of the opinion that
the Company presently has available at least 500,000 authorized but
unissued and/or treasury shares of Common Stock from which the 500,000
shares of Common Stock proposed to be sold pursuant to the Plan may be
issued. In addition, assuming that the Company maintains an adequate
number of authorized but unissued and/or treasury shares of Common
Stock available for issuance pursuant to purchases made under the
Plan, and that the consideration for the underlying shares of Common
Stock issued pursuant to the Plan is actually received by the Company
as provided in the Plan, we are of the opinion that the shares of
Common Stock issued pursuant to the Plan will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit
that we come within the category of persons whose consent is required
by Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 7, 1995
appearing on page 24 of CompuTrac, Inc.'s Annual Report on Form 10-K
for the year ended January 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 30 of such Annual Report on Form 10-K.
We also consent to the incorporation by reference in this
Registration Statement of our report appearing on page 4 of the Annual
Report of the CompuTrac, Inc. Employee Stock Purchase Plan on Form 11-
K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
Dallas, Texas
August 2, 1995<PAGE>
