As filed with the Securities and Exchange Commission on March 16, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAVTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
11-2883366
(I.R.S. Employer Identification No.)
2400 Garden Road, Monterey, CA 93940
(Address of Principal Executive Offices)
1995 KEY EMPLOYEES AND ADVISORS STOCK OPTION PLAN
(Full Title of Plan)
Duncan Macdonald
Chief Executive Officer
Navtech, Inc.
c/o Navtech Systems Support Inc.
Suite 102
175 Columbia Street West
Waterloo, Ontario Canada N2L-5Z5
Telephone: (519) 747-9883
Telecopier: (519) 747-1003
(Name, Address and Telephone Number of Agent For Service)
Copies of all communications and notices to:
Fred Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Telephone: (516) 296-7000
Telecopier: (516) 296-7111
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
of Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Shares
(par value
$.001 per
share) 700,000(1) $.625(1) $437,500 $115.50
========================= ====================== ====================== ======================= =======================
</TABLE>
(1) Represents Common Shares reserved for issuance under the Registrant's
1995 Key Employees and Advisors Stock Option Plan pursuant to
outstanding options at the exercise price noted.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated herein by reference are the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) Annual Report on Form 10-KSB for the year ended October 31, 1999.
(b) Quarterly Report on Form 10-QSB for the period ended January 31, 2000.
(c) The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-15362).
All documents filed by the Registrant pursuant to Sections 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 which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from their respective dates of filing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the offering of securities
registered hereunder are being passed upon for the Registrant by Certilman Balin
Adler & Hyman, LLP, 90 Merrick Avenue, East Meadow, New York 11554.
Item 6. Indemnification of Directors and Officers
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors to the Registrant and its stockholders to
the fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law.
Additionally, the Registrant has included in its Certificate of
Incorporation and its By- laws provisions to indemnify its directors, officers,
employees and agents and to purchase insurance with respect to liability arising
out of the performance of their duties as directors, officers, employees and
agents as permitted by Section 145 of the Delaware General Corporation law. The
Certificate of Incorporation provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which the
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<PAGE>
directors, officers, employees and agents may be entitled under the Registrant's
By-laws, any agreement, vote of stockholders or disinterested directors or
otherwise.
The effect of the foregoing is to require the Registrant, to the extent
permitted by law, to indemnify the officers, directors, employees and agents of
the Registrant for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Certilman Balin Adler & Hyman, LLP as to the legality of
the Common Shares reserved for issuance under the Registrant's 1995
Key Employees and Advisors Stock Option Plan
23.1 Consent of Grant Thornton LLP
23.2 Consent of Certilman Balin Adler & Hyman, LLP (included in the opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included in signature page forming a part hereof)
99 1995 Key Employees and Advisors Stock Option Plan - incorporated by
reference to Exhibit 10(K) to the Registrant's Annual Report on Form
10- KSB for the fiscal year ended October 31, 1994
Item 9. 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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
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<PAGE>
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Exchange Act that are
incorporated by reference in the 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 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.
(4) 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 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.
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 foregoing provisions, 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waterloo, Province of Ontario, on the 15th day of
March, 2000.
NAVTECH, INC.
By: /s/ Duncan Macdonald
-------------------------
Duncan Macdonald
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Duncan Macdonald with full power to act as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective 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 attorney-in-fact and agent, and each of his
substitutes, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
/s/ Duncan Macdonald Chairman of the Board, Chief March 15, 2000
- ------------------------- Executive Officer and
Duncan Macdonald Director (Principal Executive
Officer)
/s/ David Strucke Chief Financial Officer March 15, 2000
- ------------------------- (Principal Financial and
David Strucke Accounting Officer)
/s/ Dorothy A. English Executive Vice President and March 15, 2000
- ------------------------- Director
Dorothy A. English
/s/ Denis L. Metherell Secretary and Director March 15, 2000
- -------------------------
Denis L. Metherell
/s/ Kenneth Snyder Director March 15, 2000
- -------------------------
Kenneth Snyder
/s/ Russell K. Thal Director March 15, 2000
- -------------------------
Russell K. Thal
<PAGE>
EXHIBIT 5
OPINION OF CERTILMAN BALIN ADLER & HYMAN, LLP
March 15, 2000
Navtech, Inc.
2400 Garden Road
Monterey, California 93940
Re: Registration of 700,000 Common Shares, par value $.001 per share,
under the Securities Act of 1933, as amended
Gentlemen:
In our capacity as counsel to Navtech, Inc., a Delaware corporation (the
"Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering the issuance of up to
an aggregate of 700,000 Common Shares, par value $.001 per share, of the Company
(the "Common Shares") under the Company's 1995 Key Employees and Advisors Stock
Option Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation and
the By- Laws of the Company, each as amended, the Registration Statement and the
Plan and are familiar with corporate proceedings of the Company relating to the
adoption of the Plan. We have also examined such other instruments and documents
as we deemed relevant under the circumstances.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as original, (ii) the conformity
to the originals of all documents submitted as certified, photostatic or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons, (iv) the due authorization, execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the proceedings of the Board of Directors of all minutes of such
proceedings. We have also assumed that the corporate records furnished to us by
the Company include all corporate proceedings taken by the Company to date.
<PAGE>
Navtech, Inc.
March 15, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Common Shares have been duly and validly authorized and, when issued pursuant to
the terms of the Plan, will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
This opinion is as of the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in any of the matters set
forth herein.
We are rendering this opinion only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is for your exclusive use only and is to be utilized and
relied upon only in connection with the matters expressly set forth herein.
Very truly yours,
CERTILMAN BALIN ADLER & HYMAN, LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated December 10, 1999 (except for Note 4, as to
which the date is January 14, 2000) accompanying the consolidated financial
statements included in the Annual Report of Navtech, Inc. (formerly Compuflight,
Inc.) on Form 10-KSB for the year ended October 31, 1999. We hereby consent to
the incorporation by reference of our report in the Registration Statement of
Navtech, Inc on Form S-8 with respect to its 1995 Key Employees and Advisors
Stock Option Plan.
GRANT THORNTON LLP
Melville, New York
March 13, 2000
