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As filed with the Securities and Exchange Commission on August 29, 1997
REGISTRATION NO. 333-34215
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HALIS, INC.
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(Exact name of Registrant as specified in its charter)
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Georgia 58-1366235
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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9040 ROSWELL ROAD
SUITE 470
ATLANTA, GEORGIA 30350
(770) 641-5555
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
PAUL W. HARRISON,
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
9040 ROSWELL ROAD, SUITE 470
ATLANTA, GEORGIA 30350
(770) 641-5555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
WILLIAM L. MEYER, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
3343 PEACHTREE ROAD, N.E., SUITE 1800
ATLANTA, GEORGIA 30326
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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 the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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. [ ]
____________________________________________
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this report. The exhibits which are denominated by an (*) were previously
filed as a part of, and are hereby incorporated by reference from either (i) a
Registration Statement on Form S-18 under the Securities Act of 1933 for the
Registrant, Registration No. 33-14114-A, initially filed with the Securities
and Exchange Commission on May 7, 1987, as amended ("S-18"); (ii) the Annual
Report on Form 10-K for the year ended January 31, 1991 ("1991 10-K"); (iii)
the Annual Report on Form 10-KSB for the year ended January 31, 1996 ("1996
10-KSB"); (iv) the Current Report on Form 8-K dated November 19, 1996 ("8-K")
or (v) the Annual Report on Form 10-KSB for the year ended December 31, 1996
("December 10-KSB").
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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**3.3 - Amended and Restated Bylaws
*4.1 - Form of Common Stock Certificate (S-18, Exhibit 4.1)
5.1 - Opinion of Smith, Gambrell & Russell, LLP
*10.1 - Employment Agreement dated November 18, 1996, as amended on January 3, 1997, by and
between the Registrant HALIS and Paul W. Harrison (December 10-KSB, Exhibit 10.1)
*10.2 - Employment Agreement dated November 18, 1996, as amended on January 3, 1997, by and
between the Registrant and Larry Fisher (December 10-KSB, Exhibit 10.2)
*10.3 - Sublease dated January 10, 1997 by and between VeriFone, Inc. and the Registrant for
lease of office space in Atlanta, Georgia (December 10-KSB, Exhibit 10.3)
*10.4 - Warrant Agreement, dated November 19, 1996, by and between the Registrant and SunTrust
Bank, Atlanta (December 10-KSB, Exhibit 10.4)
*10.5 - Form of Employee Trade Secret Agreement (S-18, Exhibit 10.19)
*10.6 - License Agreement, dated November 18, 1996, by and between Paul Harrison Enterprises,
Inc. and the Registrant (December 10-KSB, Exhibit 10.6)
**10.7 - Form of Note Purchase Agreement
*10.14 - 401(k) Plan of Registrant adopted January 1, 1991 (1991 10-K, Exhibit 10.16)
*10.19 - Stock Purchase Agreement, dated as of March 29, 1996 and amended as of September 27,
1996, between Fisher Business Systems, Inc., HALIS, L.L.C., Paul W. Harrison and James
Askew. (8-K, Exhibit 2.2)
*10.20 - 1996 Stock Option Plan of the Company (1996 10-KSB)
**23.1 - Consent of Habif, Arogeti & Wynne, P.C.
23.3 - Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as
Exhibit - 5.1 hereto)
24.1 - Power of Attorney (included on signature page)
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__________________
** Previously filed with Registration Statement
II-1
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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-2 and has duly caused this
Registration Statement Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 29
day of August, 1997.
HALIS, INC.
By:/s/ Paul W. Harrison
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Paul W. Harrison, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment has been signed below by the following persons
in the following capacities on the dates indicated.
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Signature Title Date
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/s/ Paul W. Harrison Chairman of the Board, August 29, 1997
- ------------------------------------------------ Chief Executive Officer and President
Paul W. Harrison
/s/ Larry Fisher Director, Executive Vice President,
- ------------------------------------------------Chief Administrative Officer and Secretary August 29, 1997
Larry Fisher
/s/ Harold J. Williams, III Chief Financial Officer August 29, 1997
- ------------------------------------------------ (Principal Financial
Harold J. Williams, III and Accounting Offier)
* Director August 29, 1997
- ------------------------------------------------
Nate Lipson
* Director August 29, 1997
- ------------------------------------------------
Joe Neely
* Director August 29, 1997
- ------------------------------------------------
Chuck Broes
- ------------------------------------------------
Trevor Hicks Director
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* By: /s/ Paul W. Harrison
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Paul W. Harrison, an attorney-in-fact
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EXHIBIT INDEX
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Exhibit Sequential
Number Description of Exhibit Page No.
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5.1 Opinion of Smith, Gambrell & Russell, LLP
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EXHIBIT NO. 5.1
August 29, 1997
Board of Directors
HALIS, Inc.
9040 Roswell Road, Suite 470
Atlanta, Georgia 30350
RE: HALIS, Inc.
Registration Statement on Form S-2
45,738,187 Shares of Common Stock
Gentlemen:
We have acted as counsel for HALIS, Inc. (the "Company") in connection
with the proposed public offering by certain of its shareholders of shares of
the Compnay's $.01 par value Common stock (the "Common Stock") covered by the
above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as amended,
certified by the Secretary of State of the State of Georgia;
(2) The By-Laws of the Company, as amended, certified as correct
and complete by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) The Registration Statement on Form S-2 filed with the
Securitites and Exchange Commission pursuant to the Securities
Act of 1933, as amended, relating to the sale of up to
45,738,187 shares of Common Stock (the "Registration
Statement"); and
(5) A Certificate of Good Standing for the Company issued by the
Secretary of State of the State of Georgia.
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
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Board of Directors
Halis, Inc.
August 29, 1997
Page 2
(A) The Company has been duly incorporated under the laws of the
State of Georgia and is validly existing and in good standing
under the laws of the state; and
(B) The 45,738,187 shares of Common Stock covered by said
Registration Statement to be sold by the selling shareholders
referenced therein have been legally authorized by the Company
and, when sold in accordance with the terms described in the
Registration Statement, will be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Rigistration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus contained in said Registration Statement. In
giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ William L. Meyer
William L. Meyer
