As filed with the Securities and Exchange Commission on
November 3, 1997 Registration No. 333- ________
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 (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
222 Municipal Drive 75080
Richardson, Texas (Zip Code)
(Address of Principal
Executive Offices)
COMPUTRAC, INC. 1990 STOCK OPTION PLAN
(Full title of the Plan)
Harry W. Margolis Copy to:
Chairman of the Board Kenn W. Webb
and Chief Executive Thompson & Knight,
Officer A Professional
CompuTrac, Inc. Corporation
222 Municipal Drive 1700 Pacific Avenue,
Richardson, Texas 75080 Suite 3300
(Name and address of Dallas, Texas 75201
agent for service) (214) 969-1700
(972) 234-4241
(Telephone number,
including
area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be registered Price Per Offering Fee
Registered (1) Share(2) Price(2)
Common 300,000 $1.00 $300,000 $90.91
Stock, par shares
value $0.01
per share
[FN]
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are
also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457(h) on the basis of the average of the
high and low prices for the Common Stock on October 29, 1997
($1.00) as reported by the American Stock Exchange, Inc.
<PAGE>
Documents Incorporated by Reference
The contents of the Registration Statement (the "Prior Registration
Statement") of CompuTrac, Inc. (the "Registrant") on Form S-8,
Registration No. 33-40732, filed with the Securities and Exchange
Commission on May 21, 1991, including the documents incorporated by
reference therein,are incorporated by reference into this Registration
Statement.
The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 1997 and Quarterly Reports on Form 10-QSB for the
quarters ended April 30, 1997 and July 31, 1997 are incorporated by
reference into this Registration Statement.
All documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a),13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the termination of the offering to
which it relates shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of
filing of such documents.
Amendment to Plan
As of May 5, 1997, the Board of Directors of the Registrant adopted
an amendment to the Registrant's 1990 Stock Option Plan (the "Plan")
that increased from 500,000 to 800,000 the aggregate number of shares of
the Registrant's Common Stock, par value $0.01 per share, reserved for
issuance under the Plan. This amendment was approved by the
stockholders of the Registrant on July 15, 1997.
Exhibits
In addition to the exhibits filed or incorporated by reference in
the Prior Registration Statement, the following documents are filed as
exhibits to this Registration Statement:
5.1 Opinion of Thompson & Knight, A Professional
Corporation.
23.1 Consent of Price Waterhouse LLP, independent
accountants, to incorporation of report by
reference.
23.2 Consent of Thompson & Knight, A Professional
Corporation (included in the opinion filed
herewith as Exhibit 5.1).
99.1 Amendment No. 1 to the CompuTrac, Inc. 1990 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 Richardson and
State of Texas on the 31st day of October, 1997.
COMPUTRAC, INC.
By: /s/ HARRY W. MARGOLIS
Harry W. Margolis,
Chairman of the Board of
Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The undersigned persons hereby
constitute and appoint Harry W. Margolis and Cheri L. White, or either
of them, as our true and lawful attorneys-in-fact with full power to
execute in our name and on our behalf in the capacities indicated below
any and all amendments to this Registration Statement to be filed with
the Securities and Exchange Commission and hereby ratify and confirm all
that such attorneys-in-fact shall lawfully do or cause to be done by
virtue hereof.
Signature Capacity Date
/s/ HARRY W. MARGOLIS Chairman of the October 31, 1997
Harry W. Margolis Board of Directors
and Chief Executive
Officer
/s/ CHERI L. WHITE Vice President- October 31, 1997
Cheri L. White Finance and Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
/s/ DANA E. MARGOLIS Secretary, October 31, 1997
Dana E. Margolis Treasurer and
Director
/s/ KENNETH R. Director October 31, 1997
NICHOLAS
Kenneth R. Nicholas
/s/ GERALD D. HARRIS Director October 31, 1997
Gerald D. Harris
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
5.1 Opinion of Thompson & Knight, A Professional
Corporation.
23.1 Consent of Price Waterhouse LLP, independent
accountants, to incorporation of report by
reference.
23.2 Consent of Thompson & Knight, A Professional
Corporation (included in the opinion filed
herewith as Exhibit 5.1).
99.1 Amendment No. 1 to the CompuTrac, Inc. 1990 Stock
Option Plan.
<PAGE>
Exhibit 5.1
(214) 969-1378
November 3, 1997
CompuTrac, Inc.
222 Municipal Drive
Richardson, Texas 75080
Re: 1990 Stock Option Plan - Registration Statement on Form S-8
Dear Sirs and Madams:
We are counsel for CompuTrac, Inc., a Texas corporation (the
"Company"), and have acted as such in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
an additional 300,000 shares of the Company's Common Stock, par value
$0.01 per share (the "Shares"), for issuance under the CompuTrac, Inc.
1990 Stock Option Plan, as amended (the "Plan").
We have participated in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement"), filed
with the Securities and Exchange Commission, relating to the
registration of the Shares under the Securities Act.
In connection with the foregoing, we have examined the originals or
copies,certified or otherwise authenticated to our satisfaction, of the
Plan, the Registration Statement and such corporate records of the
Company, certificates of officers of the Company, and other instruments
and documents as we have deemed necessary to require as a basis for the
opinion hereinafter expressed. We are familiar with the corporate
proceedings of the Company relating to the authorization of the proposed
issuance of the Shares pursuant to the Plan.
Based upon the foregoing and in reliance thereon, we advise you
that in our opinion the Shares, when issued and delivered in accordance
with the provisions of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to all references to our firm in the
Registration Statement. The foregoing, however, shall not constitute
"consent" to the use of our name as experts as provided for in Sections
7 and 11 of the Securities Act or the rules or regulations of the
Securities and Exchange Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ KENN W. WEBB
Kenn W. Webb, Attorney
<PAGE>
CompuTrac, Inc.
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 March 25, 1997
which appears on page 24 in CompuTrac, Inc.'s Annual Report on Form 10-
KSB for the year ended January 31, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
November 3, 1997
<PAGE>
Exhibit 99.1
AMENDMENT NO. 1
TO THE
COMPUTRAC, INC. 1990 STOCK OPTION PLAN
Pursuant to the provisions of Section 16 thereof, the CompuTrac,
Inc. 1990 Stock Option Plan (the "Plan") is hereby amended in the
following respect only:
The first sentence of Section 3 of the Plan is hereby amended by
restatement in its entirety to read as follows:
The Company may grant to Optionees from time to time Options to
purchase an aggregate of up to Eight Hundred Thousand (800,000)
Shares from the authorized and unissued Shares of the Company or
Shares reacquired by the Company and held in treasury at the time
of exercise.
IN WITNESS WHEREOF, this Amendment has been executed as of this 5th
day of May, 1997, to be effective as of this date, contingent upon
approval of the Plan, as amended, by the affirmative vote of the holders
of a majority of the shares of Common Stock of CompuTrac, Inc. present
or represented and entitled to vote at the next annual meeting of
stockholders of CompuTrac, Inc.
COMPUTRAC, INC.
By:/s/ HARRY W. MARGOLIS
Name: Harry W. Margolis
Title: Chairman of the
Board of Directors and Chief
Executive Officer
