<PAGE> 1
As filed with the Securities and Exchange Commission on August 29, 1996
Registration No. 33-97312
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
PATLEX CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1883421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation organization)
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
(Address of principal executive offices)
PATLEX CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
1991 STOCK OPTION PLAN OF AUTOFINANCE GROUP, INC.("AFG")
1989 STOCK OPTION AND PERFORMANCE AWARD PLAN OF AFG
(Full title of the plans)
J. Henry Muetterties
Vice President, Secretary and General Counsel
Patlex Corporation
5550 W. Flamingo Road, Suite B-5
Las Vegas, Nevada 89103
(Name and address of agent for service)
(702) 257-1102
(Telephone number, including area code, of agent for service)
_______________________
Copy to:
STEPHEN M. GOODMAN
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
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On August 20, 1996, the shareholders of Patlex Corporation (the
"Company") approved the transactions contemplated by the Merger Agreement,
dated as of February 7, 1996, as amended and restated as of June 28, 1996,
among the Company, Patlex Holdings, Inc., a Pennsylvania corporation and
wholly-owned subsidiary of the Company ("Holdco"), Database Acquisition Corp.,
a Florida corporation ("DBT Acquisition") and Database Technologies, Inc.
("DBT") including: (i) the reorganization of the Company into a holding company
structure whereby the Company became a wholly-owned subsidiary of Holdco (the
"Reorganization"); (ii) the merger of DBT Acquisition with and into DBT,
pursuant to which DBT became a wholly-owned subsidiary of Holdco; and (iii) the
adoption of an amended and restated stock option plan (the "Plan"). In
connection with the Reorganization, the Board of Directors of Holdco, and the
Company, as the sole shareholder of Holdco, approved the assumption of the
Plan. Holders of options outstanding and issued under the Plan will be
entitled to receive, upon exercise of such options, shares of common stock of
Holdco. Accordingly, this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 is being filed to deregister the remaining shares of
Company Common Stock that were available for issuance under the Plan.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Las
Cruces, New Mexico on August 27, 1996.
PATLEX CORPORATION
By: /s/ Frank Borman
-------------------------------
Frank Borman
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frank Borman Chairman, President, Chief Executive Officer August 28, 1996
------------------------------- and Director
Frank Borman (principal executive officer)
/s/ Richard Laitinen Vice President, Treasurer and August 28, 1996
-------------------------------- Chief Financial Officer
Richard Laitinen (principal financial and accounting officer)
/s/ Kenneth G. Langone Director August 28, 1996
----------------------------
Kenneth G. Langone
/s/ Gary E. Erlbaum Director August 28, 1996
------------------------------
Gary E. Erlbaum
/s/ Hank E. Asher Director August 28, 1996
------------------------------
Hank E. Asher
Director August 28, 1996
----------------------------------
Charles A. Asher
Director August 28, 1996
----------------------------------
Jack Hight
Director August 28, 1996
----------------------------------
Sari Zalcberg
</TABLE>
