As filed with the Securities and Exchange Commission on
September 4, 1996.
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLOROCS INFORMATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-01482573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5600 Oakbrook Parkway, Suite 240
Norcross, Georgia 30093
(770) 447-3570
(Address, including zip code, and telephone number of principal
executive offices)
COLOROCS CORPORATION 1994 EMPLOYEE STOCK OPTION PLAN
COLOROCS CORPORATION 1994 DIRECTOR STOCK OPTION PLAN
101,500 EMPLOYEE OPTIONS GRANTED TO ALAN McKEON
48,077 EMPLOYEE OPTIONS GRANTED TO GUY MARIANDE
(Full title of the plans)
Rudolph P. Russo Copy to:
COLOROCS INFORMATION TECHNOLOGIES, INC.
5600 Oakbrook Parkway, Suite 240 M. Hill Jeffries
Norcross, Georgia 30093 ALSTON & BIRD
(770) 447-3570 1201 West Peachtree Street, N.W.
(Name, address, including zip code, and Atlanta, Georgia 30309-3424
telephone number, including area code, (404) 881-7823
of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price (2) Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par 368,327 shares $11.00 $4,051,597.00 $1,397.10
value per share
</TABLE>
(footnotes on following page)
(1) The 368,327 shares of Common Stock being registered hereby
include (i) 62,500 shares of Common Stock authorized for issuance
upon exercise of options under the Colorocs Corporation 1994
Employee Stock Option Plan, (ii) 156,250 shares authorized for
issuance upon exercise of options under the Colorocs Corporation
1994 Director Stock Option Plan; (iii) 101,500 shares authorized
for issuance upon exercise of employee options granted to Alan
McKeon, and (iv) 48,077 shares authorized for issuance upon
exercise of employee options granted to Guy Mariande. Pursuant
to Rule 416 under the Securities Act of 1933, this Registration
Statement also includes an indeterminate number of additional
shares that may become issuable pursuant to the antidilution
adjustment provisions of the Plans.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low
sale prices per share of Common Stock as reported on the National
Association of Securities Dealers Automated Quotation System on
August 28, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plans as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the
date of the filing of such documents:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995.
(2) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
Registrant's 1995 Annual Report on Form 10-KSB.
(3) The description of Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated April 3, 1986,
including all amendments or reports filed for the purpose of updating
such description.
(4) All documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that
deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated herein by
reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock registered hereby has been
passed upon by Alston & Bird, counsel to the Registrant.
Item 6. Indemnification of Directors and Officers
Section 14-2-850, et. seq., of the Georgia Business Corporation
Code (the "Code") authorizes the Registrant to indemnify its
directors, officers, employees and agents in certain circumstances.
Section 14-2-856 expressly allows the Registrant to provide, with
shareholder approval, indemnification rights that are broader than
otherwise provided under the Code. Article Eight of the Registrant's
Bylaws provides for broader indemnification rights than expressly
provided under the Code. The following is a summary of the material
provisions of Article Eight.
Article Eight requires the Registrant to indemnify persons who
are parties to any civil, criminal, administrative or investigative
action, suit or proceeding by reason of the fact that such person was
or is a director of the Registrant. Except as noted in the next
paragraph, directors are entitled to be indemnified against expenses
(including but not limited to attorneys' fees and court costs), and
against any judgments, fines and amounts paid in settlement actually
and reasonably incurred by them. Directors also are entitled to have
the Registrant advance any such expenses prior to final disposition of
the proceeding, upon an undertaking to repay the Registrant if it is
ultimately determined that they are not entitled to indemnification.
Under Article Eight, indemnification will be disallowed under the
four exceptions to limitation of directors' liability under Section
14-2-202(b)(4) of the Code, namely: (i) any appropriation, in
violation of the director's duties, of any business opportunity of the
Registrant, (ii) acts or omissions which involved intentional
misconduct or a knowing violation of the law, (iii) liability under
Section 14-2-832 of the Code (dealing with unlawful distributions),
and (iv) any transaction from which the director derived an improper
personal benefit. In addition, directors will not be indemnified as
to judgments, fines and amounts paid in settlement related to a breach
of duty as a director to the extent that such amounts do not exceed
the director's compensation for services as a director during the
12-month period preceding the breach.
The Board of Directors also has the authority to extend to
officers, employees and agents the same indemnification rights held by
directors, subject to all of the accompanying conditions and
obligations, except that the indemnification so provided need not be
limited by a requirement that officers, employees and agents bear the
liability up to the amount of their compensation over a 12-month
period. The Board of Directors has extended indemnification rights to
a limited number of officers and employees.
The Registrant, upon authorization by the Board of Directors, has
the power to enter into an agreement or agreements providing to any
person who was or is a director, officer, employee or agent of the
Registrant, indemnification rights substantially the same as those
provided to directors under Article Eight. To date, the Registrant
has not entered into any such agreements of indemnity.
The Registrant has the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Registrant, or who is or was serving at the request of
the Registrant as a director, officer, trustee, general partner,
employee or agent of another entity, against any liability asserted
against him or incurred by him in any such capacity, whether or not
the Registrant would have the power to indemnify him against such
liability under Article Eight.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
The exhibits included as part of this Registration Statement are
as follows:
Exhibit Number Description
4.1 Articles of Incorporation, as amended, of the
Registrant (incorporated by reference to Exhibit
3(i) to the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1995)
4.2 Bylaws, as amended, of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990)
5.1 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (contained in Part II at page
II-5)
Item 9. Undertakings
(a) 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;
(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, represent a fundamental change in the information
set forth in this Registration Statement;
(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 (a)(1)(i) and (a)(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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities being 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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the Registrant's
articles of incorporation, bylaws, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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.
(signatures on following 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-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Norcross, State of Georgia, on August 27, 1996.
COLOROCS INFORMATION
TECHNOLOGIES, INC.
(Registrant)
By: /s/ Rudolph P. Russo
Rudolph P. Russo
Chairman of the Board
and Chief Executive Officer
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Rudolph P. Russo and Michael J.
Casey, and either of them (with full power in each to act alone), as
true and lawful attorneys-in-fact, with full power of substitution,
for him and in his name, place and stead, in any and all capacities,
to sign any amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of
them, or their substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Rudolph P. Russo Director and August 27, 1996
Rudolph P. Russo Chairman of the
Board (Principal
Executive Officer)
/s/ Michael J. Casey Vice President, August 29, 1996
Michael J. Casey Finance and
Administration and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Director
Melton Harrell
/s/ Alan McKeon Director, President and August 29, 1996
Alan McKeon Chief Operating Officer
/s/ Richard S. Owings, Jr. Director August 29, 1996
Richard S. Owings, Jr.
Director _______, 1996
Michael Schwarz
/s/ Samuel H. Srochi Director August 29, 1996
Samuel H. Srochi
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Articles of Incorporation, as amended, of the
Registrant (incorporated by reference to Exhibit
3(i) to the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1995)
4.2 Bylaws, as amended, of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990)
5.1 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (contained in Part II at page
II-5)
Exhibit 5.1
Opinion of Counsel
August 29, 1996
Colorocs Information Technologies, Inc.
5600 Oakbrook Parkway, Suite 240
Norcross, Georgia 30093
Re: Form S-8 Registration Statement of Colorocs Information
Technologies, Inc. --
1994 Employee Stock Option Plan and
1994 Director Stock Option Plan
Certain Employee Stock Options
Ladies and Gentlemen:
We have acted as counsel for Colorocs Information
Technologies, Inc., a Georgia corporation (the "Corporation"), in
connection with the referenced Registration Statement on Form S-8
(the "Registration Statement") being filed by the Corporation
with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and covering
368,327 shares of the Corporation's common stock, $0.01 par value
("Common Stock"), that may be issued upon exercise of options
granted pursuant to the 1994 Employee Stock Option Plan and the
1994 Director Stock Option Plan of Colorocs Information
Technologies, Inc. (the "Plans") and upon exercise of 101,500
employee stock options granted to Alan McKeon and 48,077 employee
stock options granted to Guy Mariande (the "Employee Options").
This Opinion Letter is rendered pursuant to Item 8 of Form S-8
and Item 601(b)(5) of Regulation S-K.
This Opinion Letter is limited by, and is in accordance
with, the January 1, 1992 edition of the Interpretive Standards
Applicable to Legal Opinions to Third Parties in Corporate
Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia
(the "Interpretive Standards"), which Interpretative Standards
are incorporated in this Opinion Letter by this reference.
Capitalized terms used in this Opinion Letter and not otherwise
defined herein shall have the meanings assigned to such terms in
the Interpretive Standards and in the Registration Statement.
In the capacity described above, we have considered such
matters of law and of fact, including the examination of
originals or copies, certified or otherwise identified to our
satisfaction, of such records and documents of the Corporation,
certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter
set forth.
Based upon the foregoing, it is our opinion that the 368,327
shares of Common Stock covered by the Registration Statement and
to be issued upon exercise of options granted pursuant to the
Plans and upon exercise of the Employee Options, when issued
accordance with the terms and conditions of the Plans and the
Employee Options, will be legally and validly issued, fully paid
and nonassessable.
This Opinion Letter is provided to you for your benefit and
for the benefit of the Commission, in each case, solely with
regard to the Registration Statement, may be relied upon by you
and the Commission only in connection with the Registration
Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and further consent to the
use of our name wherever appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ Laura G. Thatcher
Laura G. Thatcher
Exhibit 23.2
Consent of Independent Public Accountants
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 20, 1996 included in Colorocs Information
Technologies, Inc.'s Form 10-KSB for the year ended December 31
1995 and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia,
August 29, 1996
