As filed with the Securities and Exchange Commission on July 3, 1996
Registration Statement No. 333-3701
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BARRISTER INFORMATION SYSTEMS CORPORATION
(Exact name of registrant as
specified in its charter)
NEW YORK 16-1176561
---------------------------- ----------
(State of other jurisdiction (I.R.S. employer
organization) of incorporation or
identification number)
BARRISTER INFORMATION SYSTEMS CORPORATION
465 MAIN STREET, SUITE 700
BUFFALO, NEW YORK 14203-1788
(716) 845-5010
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
HENRY P. SEMMELHACK
BARRISTER INFORMATION SYSTEMS CORPORATION
President and Chief Executive Officer
465 Main Street, Suite 700
Buffalo, New York 14203-1788
(716) 845-5010
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
COPIES TO:
JAMES R. TANENBAUM, ESQ.
STROOCK & STROOCK & LAVAN
Seven Hanover Square
New York, New York 10004-2696
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: As soon as practicable after this Registration
Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Aggregate Price Aggregate Registration
to be Registered Registered(1) Per Unit(2) Offering Price Fee
(3)
- ------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C>
$1.75 750,000
Warrants Warrants $1.75 $1,312,500 $ 452.59
- -------------------------------------------------------------------------------------------------------------------------
Shares of Common
Stock,
$.24 par
value, issuable 750,000
upon exercise Shares $1.81 $1,357,500 $ 468.10
- -------------------------------------------------------------------------------------------------------------------------
$2.25 750,000
Warrants Warrants $2.25 $1,687,500 $ 586.90
- -------------------------------------------------------------------------------------------------------------------------
Shares of Common
Stock,
$.24 par
value, issuable 750,000
upon exercise Shares $1.81 $1,357,500 $ 468.10
- -------------------------------------------------------------------------------------------------------------------------
250,000
Placement Agent Warrants Warrants $1.365 $ 341,250 $ 117.67
- -------------------------------------------------------------------------------------------------------------------------
Shares of Common
Stock,
$.24 par
value, issuable 250,000
upon exercise Shares $1.81 $ 452,500 $ 156.03
- -------------------------------------------------------------------------------------------------------------------------
Shares of Common
Stock,
$.24 par 2,000,000
value Shares $1.81 $3,620,000 $1,248.28
=========================================================================================================================
(1) Represents the number of shares of Common Stock initially issuable upon
exercise of the warrants. This Registration Statement also includes such
indeterminable number of additional shares of Common Stock as may be
issuable upon exercise of the warrants as a result of antidilution
provisions contained therein.
(2) The maximum aggregate price per unit of the warrants has been calculated
pursuant to Rule 457(g).
(3) The maximum aggregate price per unit of the Common Stock has been
calculated pursuant to Rule 457(c). Estimated solely for purposes of
calculating the registration fee.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 3, 1996
PROSPECTUS
- ----------
BARRISTER INFORMATION SYSTEMS CORPORATION
1,750,000 WARRANTS
AND
1,750,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THE WARRANTS
AND
2,000,000 SHARES OF COMMON STOCK
This Prospectus relates to the following securities of Barrister
Information Systems Corporation (the "Company"): (i) 750,000 warrants each to
purchase one share of the Company's common stock, $0.24 par value per share (the
"Common Stock"), exercisable at $1.75 (the "$1.75 Warrants"), subject to
adjustment in certain circumstances, (ii) the 750,000 shares of Common Stock
underlying the $1.75 Warrants, (iii) 750,000 warrants each to purchase one share
of Common Stock, exercisable at $2.25 (the "$2.25 Warrants"), subject to
adjustment in certain circumstances, (iv) 750,000 shares of Common Stock
underlying the $2.25 Warrants, (v) 250,000 warrants issued to a placement agent
(the "Placement Agent's Warrants") in connection with an offering of securities
by the Company, each to purchase one share of the Company's Common Stock,
exercisable at $1.365, subject to adjustment in certain circumstances, (vi)
250,000 shares of Common Stock underlying the Placement Agent's Warrants, and
(vii) 2,000,000 shares of Common Stock (the "Initial Common Stock").
Collectively, the $1.75 Warrants, the $2.25 Warrants and the Placement Agent's
Warrants are referred to herein as the "Warrants." The shares of Common Stock
underlying the Warrants are referred to herein as the "Underlying Common Stock."
The $1.75 Warrants and the $2.25 Warrants expire on March 29, 1998. The
Placement Agent Warrants expire on March 29, 2001. See "Description of Capital
Stock."
The Warrants and the Initial Common Stock are being offered, from time
to time, pursuant to this Prospectus, by or for the account of the holders
thereof (the "Selling Securityholders"). See "Selling Securityholders" and "Plan
of Distribution." The Underlying Common Stock is being offered by the Company
upon the exercise of the Warrants. The Company will receive the proceeds from
the exercise of the Warrants; however, the Company will not receive any proceeds
from sales of the Warrants, the Underlying Common Stock or the Initial Common
Stock by or for the accounts of the Selling Securityholders. See "Use of
Proceeds."
The Selling Securityholders have advised the Company that sales of the
Warrants, the Initial Common Stock and the Underlying Common Stock may be made
from time to time by or for the account of the Selling Securityholders in
ordinary transactions to or through one or more brokers or dealers in the
over-the-counter market or otherwise at prices and on terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The aggregate proceeds to the Selling Securityholders from the
sale of the Warrants, the Initial Common Stock and the Underlying Common Stock
offered by the Selling Securityholders hereby will be the purchase price of the
Warrants, of the Initial Common Stock or of the Underlying Common Stock, less
any commissions. For information concerning indemnification arrangements between
the Company and the Selling Securityholders, see "Plan of Distribution."
The Selling Securityholders and any brokers, dealers, agents or
underwriters that participate with the Selling Securityholders in the
distribution of the Warrants, the Initial Common Stock or the Underlying Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), in which event any commission or
concessions received by such brokers, dealers, agents or underwriters and any
profit on the resale of the Warrants, the Initial Common Stock or the Underlying
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
Information concerning the Selling Securityholders may change from time
to time and will be set forth in supplements to this Prospectus.
SEE "RISK FACTORS" ON PAGES 4 TO 8 FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS
WHICH SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE WARRANTS OR
THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company's Common Stock trades on the American Stock Exchange (the "AMEX")
under the symbol "BIS." The reported closing bid price of the Common Stock on
the AMEX on July 2, 1996 was $2.50 per share.
--------------------
The date of this Prospectus is July 3, 1996
AVAILABLE INFORMATION
The Company's principal executive offices are located at 465 Main
Street, Suite 700, Buffalo, New York 14203-1788, telephone (716) 845-5010. The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities of the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at the New York Regional Office of the
Commission, Seven World Trade Center, Suite 1300, New York, New York 10048, and
at the Chicago Regional Office of the Commission, 500 West Madison Street, Suite
1400, Chicago, Illinois 60621. Copies of such materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports and other information
may also be inspected at the offices of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006-1881.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the registration of the Warrants
and the Underlying Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this Prospectus or in
any document incorporated by reference herein as to the contents of any contract
or documents referred to herein or therein are not necessarily complete and, in
each instance, reference is made to the copy of such documents filed as an
exhibit to the Registration Statement or such other documents, which may be
obtained from the Commission as indicated above upon payment of the fees
prescribed by the Commission. Each such statement is qualified in its entirety
by such reference.
INCORPORATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference herein:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 (the "Form 10-K");
2. The Company's 1996 Proxy Statement dated June 28, 1996, for the
Annual Meeting of Shareholders to be held August 8, 1996.
3. The Company's 1996 Proxy Statement dated February 16, 1996, for
Special Meeting of Shareholders on March 6, 1996.
4. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated June 14, 1987.
In addition, each document filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Warrants and the
Underlying Common Stock offered hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date such
document is filed with the Commission.
Any statement contained herein, or any document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein, or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein, or in any subsequently filed document that 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 part of the Registration
Statement or this Prospectus. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements (including
notes thereto) appearing in the documents incorporated herein by reference. This
Prospectus incorporates documents by reference which are not presented herein or
delivered herewith. These documents (other than exhibits thereto) are available
without charge, upon written or oral request by any person to whom this
Prospectus has been delivered, from Mark C. Donadio, Secretary and General
Counsel, 465 Main Street, Suite 700, Buffalo, New York 14203-1788, telephone
(716) 845-5010.
The cautionary statements set forth in this Prospectus under "Risk
Factors" should be read in conjunction with accompanying forward looking
statements included and incorporated by reference elsewhere herein. The risks
described in such statements could cause the Company's results to differ
materially from those expressed in or indicated by such forward looking
statements.
THE COMPANY
The Company was formed in 1972 as the Office Automation Division of
Comptek Research, Inc. ("Comptek") for the purpose of developing computer
software for the legal market. Since that time, the Company has become a
national supplier of computer systems, software and services to the legal market
place. In addition, the Company has developed a National Service Organization to
provide equipment maintenance. While initially the Company focused primarily
providing computer software to attorney's and law firms it now provides computer
software and services to a variety of professional services organizations, as
well as Fortune 1000 businesses. The Company provides equipment services
throughout the general business market.
On March 26, 1982, the Office Automation Division was incorporated
under the laws of the State of New York as Barrister Information Systems
Corporation and was spun off to the Comptek shareholders as a separate company.
In July, 1985, the Company sold Common Stock in its initial public offering. The
Company's shares are currently traded on the American Stock Exchange under the
symbol "BIS."
The Company's headquarters are at 465 Main Street, Suite 700, Buffalo,
New York 14203, telephone (716) 845-5010. In addition, the Company has a number
of sales and service offices throughout the United States.
RISK FACTORS
An investment in the securities being offered by this Prospectus
involves a high degree of risk. Accordingly, prospective investors should
consider carefully the following risk factors, in addition to the other
information concerning the Company and its business included or incorporated by
reference herein, before purchasing any of the securities offered hereby.
HISTORY OF LOSSES
Since the fiscal year ended March 31, 1989, the Company has experienced
substantial losses and negative cash flow. The Company's software and equipment
services business were severely affected by a recession in the law firm market
after 1987 and a simultaneous shift in the market from mini-computer systems to
personal computers and networks. The Company was incorporated in March 1982 and
its revenues grew to over $37 million by the fiscal year ended March 31, 1988.
Since that time, the Company's revenues have fallen for each subsequent fiscal
year to approximately $15 million in fiscal 1995 and each year has shown a loss.
Revenues for the fiscal year ended March 31, 1996 were $13,729,000, a decline of
$1,598,000 from the 1995 fiscal year.
The Company incurred a loss of $691,000, before an extraordinary gain
on the extinguishment of debt of $486,000, for fiscal 1996 compared to a loss of
$159,000 for the previous year. The extraordinary gain of $486,000 resulted from
repayment of a contingent debt of $886,000 for a one-time payment of $400,000 in
the Company's fourth quarter. Scheduled repayment of this debt, which was
originally provided to the Company for software development, was based on a
percentage of net income each year, with a maximum repayment of $200,000 in any
year, and no payments were required after 2001. Due to the Company's losses, no
repayment had been made on this contingent debt. The debtholder elected to take
a one-time payment in March 1996 in full satisfaction of the contingent
payments. No other conditions, understandings or promises were made in
connection with this payment.
As of March 31, 1996, the Company had net operating loss carryforwards
available of approximately $1,586,000. There can be no assurance that the
Company will achieve positive cash flows or profitability in the future. See
"Management's Discussion and Analysis--Results of Operations" incorporated by
reference into the Company's Form 10-K from the Company's Annual Report to
Shareholders.
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING
The Company's ability to meet its cash requirements currently depends
on its ability to operate on a profitable basis and on the availability of
additional funds when necessary, including financing from its major creditor,
BIS Partners, which is comprised of members of the Company's management, among
others. There can be no assurance that the Company will operate on a profitable
basis or that BIS Partners will provide future support of the Company's cash
requirements. The Company's current line of credit through BIS Partners (the
"BIS Credit Line") expired on June 30, 1996. The Company intends to replace all
or a portion of the BIS Credit Line by increasing its borrowings from Key Bank
of New York or through other sources that may be available. There can be no
assurance that the Company will be able to augment its existing bank debt or
obtain outside sources of funding to replace the BIS Credit Line.
The Company does business in the highly competitive and volatile
software and service markets where new products or services, contract losses or
cancellations or increased expenses can have a serious and unpredictable effect
on capital requirements. In the event that additional financing is needed, there
can be no assurance that such funding will be available on acceptable terms or
at all. If additional funds are raised by issuing equity securities, further
ownership dilution to the then existing shareholders of the Company will result.
The Company has no present intention and is not engaged in any negotiations
toward the registration or sale of additional capital stock, either at or below
market value. In the event that adequate funds are not available, the Company's
business may be adversely affected. The Company had reserved net deductible
temporary differences and operating loss carryforwards of approximately
$2,868,000 as of March 31, 1996. The private placement of the Warrants and the
Common Stock did not result in a "change of control" with respect to the
Company's net operating loss carryforwards nor will the resale or exercise of
such Warrants pursuant to this Registration Statement result in such a change.
See "Management's Discussion and Analysis--Liquidity and Capital Resources"
incorporated by reference into the Company's Form 10-K from the Company's Annual
Report to Shareholders.
MARKETING
To be successful, the Company must maximize the marketing and
distribution of its products and services to the greatest number of potential
customers. To that end, the Company recently hired new sales managers for both
its Services and Software Divisions; however, strengthening the Company's
marketing efforts will require the Company to commit significant additional
resources to its marketing efforts. There can be no assurance that the efforts
of the newly hired personnel or the commitment of the additional funds will
increase Company revenues. Because of the Company's history of losses and lack
of capital, it has had limited marketing ability to date. The Company plans to
market its products to law firms, consulting firms, accounting firms and large
corporations through direct and indirect sales channels, and to work with
industry consultants to obtain their recognition and support. The Company's
ability to improve the productivity of its sales force, increase its market
share and penetrate the "Fortune 1000" market will have a direct effect on the
Company's profitability and cash flow. There can be no guarantee that the
Company's products will attain wider market acceptance. See "Business--Software
Market" in the Company's Annual Report on Form 10-K incorporated herein by
reference.
DEPENDENCE UPON CUSTOMERS
The Company's largest customer is IBM which accounted for approximately
30% of the Company's fiscal 1996 revenues. Historically, IBM accounted for 28%
of the Company's revenues in fiscal 1995, and 11% in fiscal 1994. Revenue is
derived from hardware maintenance service contracts, by which IBM subcontracts
with the Company to provide maintenance services to end users. Failure to
maintain this business relationship at current levels could have a material
adverse effect on the Company. See "Management's Discussion and
Analysis--Results of Operations" and Note 10 of Notes to Financial Statements
incorporated by reference into the Company's Form 10-K from the Company's Annual
Report to Shareholders.
RELIANCE ON THIRD PARTIES
The Services and Software Divisions of the Company rely on and will
continue to rely on the products and services of a large number of third
parties. The Service Division has a relationship with manufacturers such as IBM,
Hewlett Packard, Digital Equipment Corporation and others for certification and
authorization to do maintenance on the warranted equipment of those vendors. The
Service Division must also have access to spare parts from various sources of
such parts as Micro Exchange, Hewlett Packard, COMPAQ and others. Further, the
Services Division relies on various subcontractors throughout the country to
enable it to meet its service contract obligations in geographic areas not
readily serviced by the Company. No single subcontractor represents a material
portion of the Service Division's work or revenues, and the loss of any one
subcontractor would not be expected to have a material effect on the Company's
financial condition or results of operations. The Service Division has not
experienced any significant or material delays in relying on its subcontractors
nor has the Company experienced any problems with work product quality. The
Company carefully monitors and reviews the work performed by its subcontractors
to insure compliance with the Company's quality standards. See "Management's
Discussion and Analysis--Results of Operations" incorporated by reference into
the Company's Form 10-K from the Company's Annual Report to Shareholders.
RELIANCE ON MICROSOFT
The Software Division of the Company relies on companies such as
Microsoft, Intel, and IBM to continue to provide market leadership and products
and services which are generally in demand. The Company is also involved in the
resale of such products. The Company's new product, Javelan, relies on Microsoft
products such as Windows 3.1, Windows '95, NT Workstation, NT Server, and SQL
Server 6.0. Failure of the current or future releases of these products to
attract market demand could have a material adverse affect on the Company's
ability to sell its own products whose marketability depends, in part, on the
product compatibility with the popular Microsoft products. The Company believes
that Microsoft products will continue to be in strong demand in the future and
has aligned its product, Javelan, to be compatible with and to rely upon
Microsoft's products and capabilities. In the event that the market for
Microsoft products disappears, there can be no assurance that the Company would
be able to adapt its products to be compatible with other systems, or that such
adaptation would be commercially feasible. See "Business--Products" and
"--Relationship with Microsoft" in the Company's Form 10-K incorporated herein
by reference.
TECHNOLOGY
The Company has invested heavily in its Software Division to produce
the Javelan Windows based product. In order to increase the sales of its
products, the Company must stay current with the technologies of Windows, the
World Wide Web, Internet and others. Although the Company continually reviews
its product offerings and engages in product development, it does not anticipate
that its product offerings or services would change as a result of the
increasing use of the World Wide Web and the Internet. However, the Company is
contemplating establishing its own web site on the World Wide Web in order to
communicate with clients or potential clients, and is also considering the
possibility and feasibility of integrating Javelan with web site and network
services. Failure of the Company to keep up with innovations in this technology
could have a material adverse affect on the Company's business. Further, changes
in technology could require substantial investments and capital which may not be
available to the Company. See "Business--Software Market" in the Company's Form
10-K incorporated herein by reference.
TECHNOLOGICAL CHANGE; NEW PRODUCTS
In the computer software industry, technological development is
expected to continue. There can be no assurance that the Company will have the
capital to keep pace with technology shifts. The Company believes that its
future success will depend upon its ability to develop, market and introduce
products which meet changing technology and user needs on a cost effective and
timely basis. There can be no assurance that technological changes in the
computer industry will not adversely affect the marketing of Javelan, render it
obsolete or that the Company will be able to respond to technological
developments. Certain of the Company's competitors have, or may have,
substantially greater resources than the Company to devote to further
technological and new product developments. See "Business--Software Market" in
the Company's Form 10-K incorporated herein by reference.
COMPETITION
The market for legal and professional accounting and management
software systems is highly competitive. While the Company faces different
competitors at different levels of the market, the principal and most frequent
challenges come from two companies in the law firm market, CMS/Data Corporation
("CMS") and Elite Information Systems ("Elite Information Systems"). CMS/Open
and the Elite System are products of these companies and both directly compete
with Javelan. While management believes Javelan has certain technology,
performance and price advantages over both of these competitors, both CMS and
Elite Information Systems currently have greater capital and marketing resources
than the Company. There is no assurance that the Company can continue to
maintain any advantage that currently exists, or that the Company's products
will be competitive with existing or future products or product services of such
competitors.
DEPENDENCE ON KEY EMPLOYEES
The Company is dependent on its President and Chairman, Henry P.
Semmelhack, and on its Vice President of Finance and Treasurer, Richard P. Beyer
and, to a lesser extent, on certain other key members of its management
operations and development staff, the loss of whose services could materially
affect the Company's ability to conduct business. Recruiting additional
qualified sales and technical personnel will be important to the Company's
success. Although the Company believes that it can attract skilled and
experienced management, sales and technical personnel, there can be no assurance
that the Company will be able to retain such personnel on acceptable terms.
INTELLECTUAL PROPERTY
The Company's future success depends in part on its continued ability
to protect its intellectual property and to maintain the proprietary nature of
its technology. The Company's intellectual property is composed of its software
technology, the interest nature of which is contained in source and object code.
Source and object code access is limited to certain Research & Development (R&D)
employees and the Secretary of the Company, all of whom have executed strict
written non-disclosure, non-competition agreements. Source and object code
itself is maintained offsite in a protected vault. Additionally, the Company
copyrights its software and publications and maintains as trade secrets all of
its confidential and proprietary business and technological information. The
Company maintains a trade secret protection policy, restricts access onsite and
keeps track of the dissemination of proprietary and confidential documents, such
as product and user's manuals which are also protected by signed, non-disclosure
agreements. If the Company's efforts to protect its intellectual property in
this manner prove unsuccessful there can be no assurance that the Company will
be able to adequately protect its technology. In addition, there can be no
assurances that third parties have not or will not independently develop or
copyright technologies that are substantially equivalent or superior to the
Company's technology and which do not infringe the Company's copyrights.
USE OF PROCEEDS
The Company will receive the proceeds from the exercise of the
Warrants, if any Warrants are exercised. The Company expects to use these
proceeds for working capital and general corporate purposes.
The Company will not receive any proceeds from the sale by the Selling
Securityholders of the Warrants, the Initial Common Stock or the Underlying
Common Stock. All proceeds from the sales thereof are solely for the account of
the Selling Securityholders.
DETERMINATION OF OFFERING PRICE
There is no established public trading market for the Warrants. The
Warrants have been valued at their respective exercise prices. The exercise
prices of the various Warrants were determined through negotiation between the
Company and the purchasers, based on the average closing bid price of the
Company's Common Stock on the AMEX, at the time of the original issuance of such
securities.
DILUTION
The net tangible book value of the Company's Common Stock as of March
31, 1996 was approximately $1,956,000, or $.24 per share. Without taking into
account any other changes in the net tangible book value after that date, other
than those resulting from the exercise of the 1,750,000 Warrants, the pro forma
net tangible book value of the Company at that date would have been $5,297,250,
or $.53 per share, representing an immediate increase in net tangible book value
of $.29 per share to present shareholders and an immediate dilution of between
$.835 and $1.72 per share to new investors.
SELLING SECURITYHOLDERS
The following table sets forth certain information regarding beneficial
ownership of Warrants and/or Common Stock of each Selling Securityholder and as
adjusted to give effect to the sale of the securities offered hereby. The
securities are being registered to permit public secondary trading and may be
offered for resale from time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF WARRANTS OF COMMON STOCK BENEFICIAL OWNERSHIP
NAME OF SELLING SECURITYHOLDER BENEFICIALLY OWNED BENEFICIALLY OWNED AFTER OFFERING
- --------------------------------- ------------------ ------------------ ----------------------------
NUMBER OF
NUMBER OF SHARES OF
WARRANTS COMMON STOCK
--------- ------------
<S> <C> <C> <C> <C>
Brebar Investments Ltd.1 1,500,000 2,000,000
- -------------------
1 Brebar Investments has filed a Schedule 13D claiming sole voting and
dispositive power with respect to 2,000,000 shares of the Company's Common
Stock.
</TABLE>
PLAN OF DISTRIBUTION
The Warrants, the Initial Common Stock or the Underlying Common Stock
may be sold from time to time to purchasers directly by any of the Selling
Securityholders, or, alternatively, any of the Selling Securityholders may from
time to time offer the Warrants, the Initial Common Stock or the Underlying
Common Stock through underwriters, brokers, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Securityholders and/or purchasers of the Warrants, the Initial
Common Stock or the Underlying Common Stock for whom they may act as agent.
Selling Securityholders may from time to time sell or distribute the Warrants,
the Initial Common Stock or the Underlying Common Stock through privately
negotiated transactions, including in distributions to stockholders, partners or
other persons affiliated with one or more Selling Securityholder.
The distribution of the Underlying Common Stock may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions) (i) in the over-the-counter market, or (ii) in transactions
otherwise than on the over-the-counter market. Sales will be made at prices and
on terms then prevailing or at prices related to the current market price, or in
negotiated transactions.
A Selling Securityholder and any brokers, dealers or agents that
participate in the distribution of the Warrants, the Initial Common Stock or the
Underlying Common Stock pursuant to the Registration Statement of which this
Prospectus is a part will be required to deliver such Prospectus to purchasers
and might be deemed to be underwriters. Any profit on the sale of such Warrants,
the Initial Common Stock or Underlying Common Stock received by a Selling
Securityholder or by any broker, dealer or agent might be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
will receive proceeds from the exercise of the Warrants. The Company will not
receive any proceeds from the sale of the Warrants, the Initial Common Stock or
the Underlying Common Stock.
Under the Exchange Act and applicable rules and regulations promulgated
thereunder, any person engaged in a distribution of any of the Warrants, the
Initial Common Stock or the Underlying Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a
period, depending upon the circumstance, of either two days or nine days prior
to the commencement of such distribution. In addition, without limiting the
foregoing, the Selling Securityholder will be subject to applicable provisions
of the Exchange Act and the rules and regulations promulgated thereunder,
including without limitation, Rules 10b-6 or 10b-7, which provisions may limit
the timing to purchases and sales of any of the Warrants, the Initial Common
Stock or the Underlying Common Stock by the Selling Securityholders.
Under the securities laws of certain states, the Warrants, the Initial
Common Stock and the Underlying Common Stock may be sold in such states only
through registered or licensed brokers or dealers. In addition, in certain
states the Warrants, the Initial Common Stock or the Underlying Common Stock may
not be sold unless the Warrants, the Initial Common Stock or the Underlying
Common Stock have been registered or qualify for sale in such state or an
exemption from registration or qualification is available and is complied with.
The Company has agreed to indemnify the Selling Securityholders against certain
liabilities under the Securities Act.
The Company shall use its best efforts to maintain the effectiveness of
the Registration Statement through the preparation and filing with the
Commission of such amendments and post-effective amendments to the Registration
Statement, and such supplements to the Prospectus, as may be required by the
rules, regulations or instructions applicable to the use of Form S-3 by the
Securities Act or rules and regulations thereunder or otherwise necessary to
keep the Registration Statement effective and will cause the Prospectus as so
supplemented to be filed pursuant to Rule 424 under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
The following summary of certain provisions of the Company's Common
Stock, Preferred Stock and Warrants do not purport to be complete and is subject
to, and is qualified in its entirety by, the provisions of (i) the Company's
Certificate of Incorporation, as amended, (ii) the certificate of designations
pertaining to each series of preferred stock, and (iii) the relevant warrant
agreements.
The Company is authorized to issue 20,000,000 shares of Common Stock,
$0.24 per value, and 2,000,000 shares of Preferred Stock, $1.00 stated value. As
of April 30, 1996, 8,197,970 shares of Common Stock were outstanding. The
Company has no preferred stock outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share for the
election of directors, and are not entitled to cumulate their votes. The holders
of Common Stock are entitled to receive dividends when, as and if declared by
the Board of Directors out of funds legally available therefor after the payment
of dividends on any outstanding Preferred Stock. In the event of liquidation,
dissolution or winding up of the Company, subject to the prior rights of the
holders of any issued Series of Preferred Stock the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution.
Holders of shares of Common Stock, as such, have no conversion, pre-emptive or
other subscription rights, and there are no redemption provisions applicable to
the Common Stock.
On March 6, 1996, the Company's shareholders approved an amendment to
the Company's Certificate of Incorporation providing for an increase in the
Company's authorized Common Stock to 20,000,000 shares.
PREFERRED STOCK
The Company is authorized to issue up to 2,000,000 shares of Preferred
Stock, $1.00 stated value per share, from time to time. The Company currently
has four authorized classes of preferred stock, as described below.
The Series A cumulative preferred stock (the "Series A Preferred
Stock") is non-voting, has liquidation preference rights over the series C
Preferred Stock and the Common Stock and is redeemable by the Company at any
time for $1,000 per share. Each share of Series A Preferred Stock is convertible
into 500 shares of Common Stock. There are no outstanding shares of Series A
Preferred Stock.
The Series B cumulative preferred stock (the "Series B Preferred
Stock") carries voting rights, with each share of Series B Preferred Stock
having voting rights corresponding to 240 shares of Common Stock and
participates equally and ratably in payment of dividends with the Common Stock.
There are no outstanding shares of Series B Preferred Stock.
The Series C cumulative preferred stock (the "Series C Preferred
Stock") is non-voting, has liquidation preference rights over the Common Stock,
but has no redemption or conversion rights. There are no outstanding shares of
Series C Preferred Stock.
Each share of Series D preferred stock (the "Series D Preferred Stock")
carries voting rights, with each share of Series D Preferred Stock having rights
corresponding to 500 shares of Common Stock and participates equally and ratably
in payment of dividends with the Common Stock. There are no outstanding shares
of Series D Preferred Stock.
BIS PARTNERS WARRANTS
On August 31, 1995, the Company entered into a modification to an
agreement (the "Recast Loan Agreement") with BIS Partners, L.P. ("BIS Partners")
whereby BIS Partners agreed to forgive $450,000 in debt owed by the Company to
BIS Partners under the Recast Loan Agreement in exchange for warrants (the "BIS
Warrants") to purchase up to 450,000 shares of Common Stock at $1-15/16 per
share, the closing bid price on August 31, 1995. The BIS Warrants are
exercisable for a period of ten (10) years from August 31, 1995. The shares
issued pursuant to the BIS Warrants will not be registered under the Securities
and Exchange Act of 1933, as amended (the "Act"), and will bear a legend to that
effect.
In the event of any reclassification, capital reorganization or other
similar change of outstanding Common Stock, any consolidation or merger
involving the Company or a sale, lease or conveyance to another corporation of
the property of the Company as, or substantially as, an entirety, each BIS
Warrant will thereupon become exercisable only for the kind and number of shares
of stock or other securities or property of the Company, or of the successor
corporation resulting from such merger of consolidation to which a holder of the
Common Stock deliverable upon exercise of such BIS Warrant would have been
entitled upon such reclassification, reorganization, consolidation, merger or
sale if the BIS Warrant had been exercised immediately prior to such
transaction. In such cases, appropriate adjustments, as determined by the Board
of Directors, shall be made in the application of the provisions of the BIS
Warrants with respect to the rights and interests of the holder after such
transaction to the end that provision of the BIS Warrants including adjustment
of the exercise price then in effect and the number of shares purchasable on
exercise of the warrants, but without any change in the aggregate exercise
price, shall be applicable after that event, as near as reasonably may be, in
relation to any shares or to the securities or property deliverable after the
transaction on exercise of the BIS Warrants.
For the life of the BIS Warrants, the BIS Warrants holders have the
opportunity to benefit from a rise in the market price of the Common Stock
without assuming the risk of ownership of the shares of Common Stock issuable
upon the exercise of the BIS Warrants, with a resulting dilution in the
interests of the Company's shareholders by reason of exercise of the BIS
Warrants at a time when the exercise price is less than the market price for the
Common Stock. Further, the terms on which the Company could obtain additional
capital during the life of the BIS Warrants may be adversely affected. The BIS
Warrants holders may be expected to exercise their BIS Warrants at a time when
the Company would, in all likelihood, be able to obtain needed capital by an
offering of Common Stock on terms more favorable than those provided for by the
BIS Warrants.
THE WARRANTS
Both the $1.75 Warrants and the $2.25 Warrants were issued pursuant to
agreements, dated March 29, 1996 (the "Warrant Agreements"), between the Company
and American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant
Agent"), containing identical terms. The Warrants are evidenced by warrant
certificates in registered form. The following discussion of the material terms
and provisions of the Warrants is qualified in its entirety by reference to the
detailed provisions of the Warrant Agreements annexed as exhibits hereto.
Each Warrant entitles the holder to purchase, at any time from the date
of the Warrant Agreements and ending at 3:30 p.m. Eastern time two years from
the date of the Warrant Agreements, one share of Common Stock at an exercise
price equal to $1.75 per whole share in the case of the $1.75 Warrants, and
$2.25 per whole share in the case of the $2.25 Warrants, subject to certain
adjustments. Such exercise prices were determined as a result of negotiations,
based on the then closing bid price of the Company's Common Stock, among the
Company, the Placement Agent and potential investors. The exercise price of the
Warrants and the number of shares of Common Stock underlying such Warrants are
subject to adjustment for stock splits, stock dividends, discounted transactions
and similar events. The Warrants may be exercised in whole or in part at any
time on or after the date on which this Registration Statement becomes effective
(the "Registration Date"); provided, however, that if the Warrant holders have
exercised the Warrants prior to the Registration Date, the underlying shares of
Common Stock have been appropriately legended. Unless exercised, the Warrants
will automatically expire two years from the date of the Warrant Agreement.
In the event of any reclassification, capital reorganization or other
similar change of outstanding Common Stock, any consolidation or merger
involving the Company (other than a consolidation or merger which does not
result in any reclassification, capital reorganization or other similar change
in the outstanding Common Stock), or a sale, lease or conveyance to another
corporation of the property of the Company as, or substantially as, an entirety,
each Warrant will thereupon become exercisable only for the kind and number of
shares of stock or other securities, assets or cash to which a holder of the
number of shares of Common Stock issuable (at the time of such reclassification,
reorganization, consolidation, merger or sale) upon exercise of such Warrant
would have been entitled upon such reclassification, reorganization,
consolidation, merger or sale. In the case of a cash merger of the Company into
another corporation or any other cash transaction of the type mentioned above,
the effect of these provisions would be that the holder of a Warrant would
thereafter be limited to exercising such Warrant at the exercise price in effect
at such time for the amount of cash per share that a Warrant holder would have
received had such holder exercised such Warrant and received Common Stock
immediately prior to the effective date of such cash merger or transaction.
Depending upon the terms of such cash merger or transaction, the aggregate
amount of cash so received could be more or less than the exercise price of the
Warrant.
If the Company issues or sells shares of Common Stock, including shares
held in the Company's treasury and shares of Common Stock issued upon the
exercise of any options, rights or warrants to subscribe for shares of Common
Stock and shares of Common Stock issued upon the direct or indirect conversion
or exchange of securities for shares of Common Stock, for a consideration per
share less than both the Current Market Price per share of Common Stock on the
trading day immediately preceding such issuance or sale and the Warrant Price in
effect immediately prior to such issuance or sale, or without consideration,
than forthwith upon such issuance or sale, the Warrant Price shall (until
another such issuance or sale) be reduced to the price (calculated to the
nearest full cent) determined by multiplying the Warrant Price in effect
immediately prior to such issuance or sale by a fraction, the numerator of which
shall be the sum of (1) the number of shares of Common Stock outstanding
immediately prior to such issuance or sale multiplied by the Warrant Price
immediately prior to such issuance or sale plus (2) the consideration received
by the Company upon such issuance or sale, and the denominator of which shall be
the product of (x) the total number of shares of Common Stock outstanding
immediately after such issuance or sale, multiplied by (y) the Warrant Price
immediately prior to such issuance or sale.
Each holder of a Warrant may exercise such Warrant by surrendering the
certificate evidencing such Warrant, with the subscription form on the reverse
side of such certificate properly completed and executed, together with payment
of the exercise price, to the Warrant Agent at its office maintained for that
purpose. Such office is currently the principal corporate office of the Warrant
Agent in New York, New York. The exercise price will be payable by certified
check, cash, or money order payable in United States dollars to the order of the
Company. If less than all the Warrants evidenced by a Warrant certificate are
exercised, a new certificate will be issued for the remaining number of
Warrants. Certificates evidencing the Warrants may be exchanged for new
certificates of different denominations by presenting the Warrant certificates
at the office of the Warrant Agent.
The Warrant Agreement contains provisions permitting the Company and
the Warrant Agent, without the consent of any Warrant holder, to supplement the
Warrant Agreement in order to cure any ambiguity, to correct any provision
contained therein which may be defective or inconsistent with any other
provisions therein, or to make any other provisions which the Company and the
Warrant Agent may deem necessary or desirable and which do not adversely affect
the interests of the Warrant holders.
For the life of the Warrants, the Warrant holders have the opportunity
to benefit from a rise in the market price of the Common Stock without assuming
the risk of ownership of the shares of Common Stock issuable upon the exercise
of the Warrants, with a resulting dilution in the interests of the Company's
shareholders by reason of exercise of Warrants at a time when the exercise price
is less than the market price for the Common Stock. Further, the terms on which
the Company could obtain additional capital during the life of the Warrants may
be adversely affected. The Warrant holders may be expected to exercise their
Warrants at a time when the Company would, in all likelihood, be able to obtain
needed capital by an offering of Common Stock on terms more favorable than those
provided for by the Warrants.
The holders of the Warrants do not have any of the rights or privileges
of shareholders of the Company, including voting rights and rights to receive
dividends, prior to exercise of the Warrants. The Company has reserved out of
its authorized but unissued shares a sufficient number of shares of Common Stock
for issuance on exercise of the Warrants. The Common Stock issuable on exercise
of the Warrants will be, when issued, duly authorized, validly issued, fully
paid and nonassessable.
REDEMPTION
The Warrants are redeemable, as a whole or in part, by the Company at a
price of $.05 per Warrant upon not less than 30 days' written notice to the
holders of the Warrants. The $1.75 Warrants are redeemable by the Company on or
after the later of the date 90 days after May 9, 1996 or the Registration Date,
provided that the closing bid price of the Common Stock has been at least $2.50
for a period of 20 consecutive trading-days ending on the third day prior to the
date on which the Company gives notice of redemption and provided further that
the Registration Statement is effective at the time of redemption. The $2.25
Warrants shall be redeemable by the Company on or after the later of the date 90
days after the redemption of all of the $1.75 Warrants or a date 180 days from
May 9, 1996, provided that the closing bid price for a period of 20 consecutive
trading-days ending on the third day prior to the date on which the Company
gives notice of redemption has been at least $3.125 and provided further that
the Registration Statement is effective at the time of redemption. The Warrants
will be exercisable until the close of business on the day immediately preceding
the date fixed for redemption.
REGISTRATION
The Company has agreed with the purchasers of the Warrants that, for
each month (with partial months being pro-rated) after the 180-day period
following the Subscription Date during which the Registration Statement has not
yet been declared effective due to the failure of the Company to promptly file
the Registration Statement or failure to use its best efforts to have such
Registration Statement declared effective as soon as practicable, the Company
will pay the Purchaser (or the relevant subsequent transferee) holding the
Common Stock and/or the Warrants, a penalty payment of 2.0% of the aggregate
purchase price paid by each purchaser therefor. The Company shall not be
responsible for the penalty payments, however, if the Registration Statement has
failed to become effective solely due to a policy or expressed guidance from the
Securities and Exchange Commission such that the Warrants or Warrant Shares are
not eligible for registration, which shall have the effect of prohibiting or
delaying the effectiveness of such Registration Statement.
PLACEMENT AGENT WARRANTS
As part of the consideration to the Placement Agent for its services
rendered in connection with the Company's Regulation S offering of the Common
Stock and Warrants, the Company granted to the Placement Agent certain warrants
(the "Placement Agent Warrants") to purchase up to 250,000 shares of Common
Stock at any time after the first anniversary of the issue date of the Warrants
until March 29, 2001 at an exercise price of 120% of the average closing bid
price of the Company's Common Stock calculated over the twenty-day trading
period prior to the Subscription Date, subject to certain adjustments. The
Placement Agent Warrants contain antidilution provisions in the event of any
recapitalization, split-ups of shares, discounted transactions or certain stock
dividends, as well as certain registration rights. The Placement Agent Warrants
also contain provisions for a "cashless exercise." The Placement Agent Warrants
have not been transferred, sold, assigned or hypothecated, in part or in whole
(other than by will or pursuant to the laws of descent and distribution) except
to officers of the Placement Agent. The Company has agreed that, upon request of
the then holder(s) of a majority of the Placement Agent Warrants and the
underlying securities, if issued, which were originally issued to the Placement
Agent or its designees, made at any time within the period commencing two years
and ending five years after the closing date of the offering, the Company will
file at its sole expense (other than seller's commissions and expenses of
seller's counsel or others hired by seller), no more than once, a registration
statement under the Act registering or qualifying the shares underlying the
Placement Agent Warrants for public sale. The Company has also agreed, with
certain limitations, that if, at any time within the period commencing two years
and ending five years after the Closing Date, it should file a registration
statement with the Commission pursuant to the Act, the Company, at its own
expense (other than seller's commissions and seller's counsel and others hired
by seller), will offer to said holder(s) the opportunity to register or qualify
the shares underlying the Placement Agent Warrants.
For the life of the Placement Agent Warrants, the holders thereof are
given the opportunity to profit from a rise in the market price of the Common
Stock which may result in a dilution of the interest of the shareholders. The
Company may find it more difficult to raise additional equity capital if it
should be needed for the business of the Company while the Placement Agent
Warrants are outstanding. At any time when the holders thereof might be expected
to exercise them, the Company would probably be able to obtain additional equity
capital on terms more favorable than those provided by the Placement Agent
Warrants. Any profit realized on the sale of the securities issuable upon the
exercise of the Placement Agent Warrants may be deemed additional underwriting
compensation. As described above, the Company has granted to the Placement Agent
certain registration rights with respect to the Placement Agent Warrants and the
securities issuable thereunder.
The issuance of the Warrants did not result in a "change of control"
which would affect the Company's net operating loss carryforwards.
LEGAL MATTERS
The statements made as to matters of law and legal conclusions in the
documents incorporated by reference into this Prospectus and under "Description
of Capital Stock" herein have been reviewed by Stroock & Stroock & Lavan, New
York, New York.
EXPERTS
The financial statements schedule of the Company as of March 31, 1996
and 1995 and for the three years ended March 31, 1996 have been incorporated by
reference in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein upon the
authority of said firm as experts in accounting and auditing.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or any Selling
Securityholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such
offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus, nor any sale made hereunder shall, under any circumstances, create
any implication that any information contained herein is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
Available Information..............................2
Incorporation By Reference.........................2
The Company........................................4
Risk Factors.......................................4
Use of Proceeds....................................8
Selling Securityholders............................9
Plan of Distribution...............................9
Description of Capital Stock......................10
Legal Matters.....................................15
Experts...........................................15
BARRISTER INFORMATION
SYSTEMS CORPORATION
Warrants
Common Stock
PROSPECTUS
July ___, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Company in connection with this Registration Statement. All amounts are
estimates except the registration fees.
Registration Fees $ 3,492.67
Legal Expenses 20,000.00
Trustee's Fees N/A
Accounting Fees 5,000.00
Miscellaneous 500.00
===========
TOTAL $28,992.67
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722 of the New York Business Corporation Law permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Company's Articles of
Incorporation and By-laws provide the maximum indemnification allowed by Section
722.
Item 16. EXHIBITS
*4.1 Warrant Agreement (relating to the $1.75 Warrants) dated as of March
29, 1996 by and between the Company and American Stock Transfer and
Trust Company as Warrant Agent.
*4.2 Warrant Agreement (relating to the $2.25 Warrants) dated as of March
29, 1996 by and between the Company and American Stock Transfer and
Trust Company as Warrant Agent.
*4.3 Warrant Agreement dated as of March 29, 1996 by and between the
Company and Strasbourger Pearson Tulcin Wolff Incorporated.
*4.4 BIS Partners Agreement (incorporated by reference to the Company's
Form 10K for the year ended March 31, 1992).
*5 Opinion of Mark C. Donadio, Esq. as to the legality of the securities.
23 Independent Auditor's Consent.
* Filed with Registration Statement on Form S-3 dated May 13, 1996.
Item 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) 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, as amended (the "Act");
(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)(1)(i) and (a)(1)(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
with or furnished to the Commission by the registrant pursuant to
Section 13 of Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Act, 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.
(3) 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.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
The undersigned registrant hereby further undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
The undersigned registrant hereby undertakes that (1) for the purpose
of determining any liability under the Act, the information omitted from the
form of prospectus filed as a part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed pursuant to Rules
424(b)(1), 424(b)(4) or 497(h) under the Act shall be deemed to be a part of
this registration statement at the time it was declared effective, and (2) for
the purpose of determining any liability under the Act, each post-effective
amendment, if any, that contains a form of prospectus 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the 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 registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 registrant 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buffalo, State of New
York, on July 3, 1996.
BARRISTER INFORMATION SYSTEMS
CORPORATION
By: /s/ Henry P. Semmelhack
------------------------
Henry P. Semmelhack
President
Signature Title Date
/s/ Henry P. Semmelhack Chairman, July 3, 1996
- -------------------------- President and
Henry P. Semmelhack Director
/s/ Richard P. Beyer Vice President, July 3, 1996
Richard P. Beyer Finance and Director
/s/ Jose Rivero Vice President, July 3, 1996
- --------------------------
Jose Rivero Services Division
and Director
/s/ Franklyn S. Barry, Jr. Director July 3, 1996
- ---------------------------
Franklyn S. Barry, Jr.
/s/ Warren E. Emblidge, Jr. Director July 3, 1996
- ----------------------------
Warren E. Emblidge, Jr.
/s/ Richard E. McPherson Director July 3, 1996
- ----------------------------
Richard E. McPherson
/s/ James D. Morgan Director July 3, 1996
- ----------------------------
James D. Morgan
/s/ James Page Director July 3, 1996
- ----------------------------
James Page
EXHIBIT 23
Independent Auditors' Consent
The Board of Directors
Barrister Information Systems Corporation:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Buffalo, New York
July 3, 1996
