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As filed with the Securities and Exchange Commission on November , 1996
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Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BARRISTER INFORMATION SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-1176561
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(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
465 Main Street, Buffalo, New York 14203 (716) 845-5010
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(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
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1989 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
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Mark C. Donadio, Esq.
Secretary and General Counsel
Barrister Information Systems Corporation
465 Main Street
Buffalo, New York 14203
(716) 845-5010
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
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<S> <C> <C> <C> <C>
Common Stock, par 533,334 Shares $ 2.00 $ 1,066,668 $ 323.23
value $.24 per share
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<FN>
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(1) Pursuant to Rule 416(c), this Registration Statement covers an
indeterminate amount of interests to be offered or sold under the Plan.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee based on the average of the high and low trading
prices for the Common Stock on the American Stock Exchange on November
15, 1996.
</TABLE>
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EXPLANATORY NOTE
The Company's 1989 Stock Incentive Plan, as amended (the
"Incentive Plan"), amended, superseded and replaced the Company's Incentive
Stock Option Plan (the "Prior Plan"). As initially adopted on August 14, 1990
and amended on October 9, 1991, the Incentive Plan authorized the sale of
1,800,000 shares of common stock, including 500,000 shares to be sold under the
Prior Plan. Prior thereto, on October 6, 1986, the Company's Registration
Statement on Form S-8 (No. 33-8749) covering 400,000 shares of common stock
authorized to be sold under the Prior Plan was declared effective. Based on a 1
for 6 reverse stock split, approved by the Shareholders on October 9, 1991,
shares of common stock authorized for sale under the Incentive Plan were
adjusted to 300,000 shares, including the shares formerly authorized to be sold
under the Prior Plan. On October 4, 1994, the Company amended the Incentive Plan
to authorize the sale of an additional 300,000 shares thereunder. This
Registration Statement covers 533,334 shares of common stock currently
authorized to be sold under the Incentive Plan. The other 66,666 shares of
common stock authorized for sale under the Incentive Plan are covered by the
Company's previous Registration Statement on Form S-8 (No. 33-8749) effective
October 6, 1986.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Barrister Information Systems Corporation (the "Company")
hereby incorporates by reference into this Registration Statement the following
documents:
(a) The Company's Annual Report on Form 10-K for the year
ended March 31, 1996;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act") since the end of the fiscal year covered by the Annual Report referred to
in (a) above, including the Company's Quarterly Reports on Form 10-Q for the
quarters ended June 28, 1996 and September 27, 1996; and
(c) The description of the Company's common stock contained in
the Registration Statement on Form 8-A, dated December 10, 1985 filed under
Section 12 of the 1934 Act, including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities offered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Mark C. Donadio, Esq., whose opinion appears as an exhibit to
this Registration Statement, serves as the Company's Secretary and General
Counsel.
Mr. Donadio owns 21,125 shares of the Company's Common Stock
and options to purchase 32,000 shares of Common Stock pursuant to the Incentive
Plan.
Item 6. Indemnification of Directors and Officers
The Registrant's By-laws require the Registrant to indemnify,
and advance the expenses of, any director, officer or employee to the fullest
extent permitted from time to time by the Business Corporation Law of the State
of New York (the "BCL"). The Registrant's By-laws also provide that
indemnification under the By-laws shall not be exclusive of other rights of
indemnification of such persons when authorized by a resolution of shareholders,
a resolution of directors, or an agreement providing for indemnification.
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The Registrant's Certificate of Incorporation limits the
personal liability of the Registrant's directors to the Registrant or any of its
shareholders for any breach of duty as a director to the fullest extent
permitted by the BCL.
Article 7 of the BCL permits New York corporations, acting
through the boards of directors, to extend broad protection to their directors,
officers, and other employees by way of indemnity and advancement of expenses.
The BCL also authorizes shareholders to add a provision to their corporation's
Certificate of Incorporation to provide that its directors will not be liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director unless a judgment or other final disposition adverse to the
director establishes that (1) such director's acts or omissions were in bad
faith or involved intentional misconduct or knowing violation of law; or (2)
such director personally gained in fact a financial profit or other advantage to
which the director was not legally entitled; or (3) the acts of such director
violated Section 719 of the BCL. Section 719 provides that, unless a director
performs the duties of a director in good faith and with a degree of care which
an ordinary prudent person in a like position would use under similar
circumstances, the director may be liable for voting or concurring in the
following corporate actions; (a) the declaration of an illegal dividend; (b) a
corporation's repurchase of its own shares when the repurchase is not authorized
by New York law; (c) the distribution of assets to shareholders after
dissolution of the corporation without adequately providing for known
liabilities of the corporation; and (d) a loan by a corporation to any director
unless the loan is authorized by a vote of shareholders. Section 726 of the BCL
permits the purchase of insurance to indemnify a corporation or its officers and
directors to the extent permitted. Generally, the BCL allows corporations to
provide for indemnification of directors, officers, and employees except in
those cases where a judgment or other final adjudication adverse to the
indemnified party establishes the acts were committed in bad faith or were the
result of active and deliberate dishonesty or that the indemnified party
personally gained a financial profit or other advantage to which he or she was
not legally entitled.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Description
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4.1 1989 Stock Incentive Plan, as Amended
(incorporated by reference to Proxy
Statement dated August 26, 1994 filed on
August 25, 1994)
5.1 Opinion of Mark C. Donadio, Esq.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Mark C. Donadio, Esq.
(included in Exhibit 5.1)
Item 9. Undertakings
A. The Company hereby undertakes:
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(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 "1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii)
above 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 1934 Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the 1933 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.
B. The Company hereby undertakes that, for purposes of
determining any liability under the 1934 Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 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 is against public policy
as expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company
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 Buffalo, State of New York, on the 13th day of
November, 1996.
BARRISTER INFORMATION SYSTEMS CORPORATION
By: /s/ Richard P. Beyer
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Richard P. Beyer,
Vice-President and
Chief Financial Officer
Pursuant to the requirements of the 1933 Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Henry P. Semmelhack Chairman of the Board, President and November 12, 1996
- ------------------------------------ Director (Principal Executive Officer)
Henry P. Semmelhack
/s/ Richard P. Beyer Vice President and Chief Financial Officer November 12, 1996
- ------------------------------------ and Director (Principal Financial and
Richard P. Beyer Accounting Officer)
/s/ Jose Rivero Vice President and Director November 12, 1996
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Jose Rivero
/s/ Richard E. McPherson (Director) November 12, 1996
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Richard E. McPherson
/s/ Franklyn S. Barry (Director) November 13, 1996
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Franklyn S. Barry
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Number Description Page No.
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<S> <C> <C>
4.1 1989 Stock Incentive Plan, as amended ---
(incorporated by reference to Proxy Statement
dated August 26, 1994 filed on August 25,
1994)
5.1 Opinion of Mark C. Donadio, Esq. 1
23.1 Consent of KPMG Peat Marwick LLP 2
23.2 Consent of Mark C. Donadio, Esq. 1
(included in Exhibit 5.1)
</TABLE>
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EXHIBIT 5.1
November 12, 1996
Barrister Information Systems Corporation
465 Main Street, Suite 700
Buffalo, NY 14203-1788
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
I am delivering this opinion at your request in connection with the
registration by Barrister Information Systems Corporation (the "Company") under
the Securities Act of 1933, as amended, and the Rules and Regulations thereunder
(the "Act"), of 533,334 shares of the Company's Common Stock, par value $.24 per
share (the "Shares"), for issuance and sale by the Company pursuant to the
above-referenced registration statement (the "Registration Statement") under the
Company's 1989 Stock Incentive Plan, as amended (the "Plan").
The opinion set forth in this letter is based upon (1) my review of (a)
the Registration Statement, (b) the Plan, (c) originals, or copies authenticated
to my satisfaction, of the Company's Certificate of Incorporation, as amended,
its By-laws, as amended, and records of certain of its corporate proceedings and
(d) such other certificates, opinions and instruments as I have deemed necessary
and (2) my review of such published sources of law as I have deemed necessary. I
have assumed that when the Shares are sold appropriate certificates complying
with applicable law evidencing the Shares will be properly executed.
Based upon the foregoing, it is my opinion that the Shares have been
duly authorized, and when the Shares are issued and paid for as contemplated by
the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Mark C. Donadio
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Mark C. Donadio
Secretary and General Counsel
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EXHIBIT 23.1
Independent Auditors' Consent
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The Board of Directors
Barrister Information Systems Corporation
We consent to the use of our report dated June 21, 1996, on the consolidated
financial statements of Barrister Information Systems Corporation as of March
31, 1996 and 1995 and for each of the years in the three-year period then ended
and to the use of our report dated June 21, 1996, on the related financial
statement schedule, both of these reports are incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Buffalo, New York
November 18, 1996
