Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MANATRON, INC.
(Exact name of registrant as specified in its charter)
__________________
MICHIGAN 38-1983228
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2970 South 9th Street
Kalamazoo, Michigan 49009
(Address of principal executive offices, zip code)
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND
SALARY DEFERRAL PLAN
(Full title of the plan)
PAUL R. SYLVESTER Copies to: STEPHEN C. WATERBURY
PRESIDENT, CHIEF EXECUTIVE OFFICER WARNER NORCROSS & JUDD LLP
AND CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING
MANATRON, INC. 111 LYON STREET, N.W.
2970 SOUTH 9TH STREET GRAND RAPIDS, MICHIGAN 49503-2489
KALAMAZOO, MICHIGAN 49009
(Name and address of agent for service)
(616) 375-5300
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE<F3> REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, 200,000<F1> $2.375<F2> $475,000<F2> $163.78
without par value
<FN>
<F1> Plus such indeterminate number of additional shares as may be
required to be issued in the event of an adjustment as a result of
an increase in the number of issued shares of Common Stock
resulting from a subdivision of such shares, the payment of a stock
dividend, or certain other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration
fee.
<F3> On June 27, 1996, the mean between the high and low prices of the
Company's Common Stock on The NASDAQ Stock Market was $2.375.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by
reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock, no par
value, which is contained in the Registrant's Registration
Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant (also referred
to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Stephen C. Waterbury, a director and shareholder of the
Registrant, holds and is eligible to receive options under
various stock option plans and is a partner of Warner Norcross
& Judd LLP, general counsel of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 561-567 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled
to indemnification by the corporation against judgments, expenses,
fines, and amounts paid by the director or officer in settlement
of claims brought against them by third persons or by or in the
right of the corporation if those directors and officers acted in
good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation or its
shareholders.
The Registrant is obligated under its Restated Articles of
Incorporation and Bylaws to indemnify a present or former director
or executive officer of the Registrant and may indemnify any other
person to the fullest extent now or hereafter permitted by law in
connection with any actual or threatened civil, criminal,
administrative, or investigative action, suit, or proceeding
arising out of their past or future service to the Registrant or a
subsidiary, or to another organization at the request of the
Registrant or a subsidiary.
The Registrant has entered into indemnity agreements with each
director and executive officer of the Registrant ("Executive").
The agreements indemnify each Executive against all expenses
incurred in connection with any action or investigation involving
the Executive by reason of his or her position with the Registrant
(or with another entity at the Registrant's request). The
Executives will also be indemnified for costs, including
judgments, fines, and penalties, indemnifiable under applicable
law or under the terms of any current or future liability
insurance policy maintained by the Registrant that covers the
Executives. An Executive involved in a derivative suit will be
indemnified for expenses and amounts paid in settlement.
Indemnification is dependent in every instance on the Executive
meeting the standards of conduct set forth in the indemnity
agreements. In the event of a potential change in control, the
Registrant may fund a trust to satisfy its anticipated
indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this
registration statement:
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Articles of Incorporation. Previously filed
as an exhibit to the Corporation's Form 10-K Annual
Report for the fiscal year ended April 30, 1987, and
incorporated herein by reference.
-2-
4.2 Bylaws. Previously filed as an exhibit to the
Corporation's Form 10-K Annual Report for the fiscal
year ended April 30, 1987, and incorporated herein by
reference.
4.3 Manatron, Inc. Employee Stock Ownership and Salary
Deferral Plan. Previously filed as an exhibit to the
Corporation's Form 10-K Annual Report for the fiscal
year ended April 30, 1995, and incorporated herein by
reference.
5.1 Opinion Regarding Legality of Securities Offered.
5.2 Undertaking to Submit Plan to the Internal Revenue
Service.
23.1 Consent of Warner Norcross & Judd LLP. See
Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
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 (the "1933 Act");
(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
thereto) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
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 (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
-3-
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Exchange 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 that
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 Act, 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.
(h) Insofar as indemnification for liabilities arising under
the 1933 Act 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 1933
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 1933 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 Kalamazoo, State of Michigan, on
the 1st day of July, 1996.
MANATRON, INC.
By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
President, Chief Executive Officer,
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
DATE NAME AND TITLE
July 1, 1996 *_______________________________________
Gene Bledsoe
Director
July 1, 1996 /S/ PAUL R. SYLVESTER
Paul R. Sylvester
President, Chief Executive Officer, and
Chief Financial Officer (Principal
executive, financial, and accounting
officer)
July 1, 1996 ________________________________________
Allen F. Peat
Director
July 1, 1996 *_______________________________________
Richard J. Holloman
Director
July 1, 1996 ________________________________________
Douglas A. Peat
Director
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DATE NAME AND TITLE
July 1, 1996 *_______________________________________
Randall L. Peat
Chairman of the Board and Director
July 1, 1996 *_______________________________________
Jane M. Rix
Director
July 1, 1996 *_______________________________________
Harry C. Vorys
Director
July 1, 1996 *_______________________________________
Stephen C. Waterbury
Director
July 1, 1996 *_______________________________________
Melvin J. Trumble
Director
*By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Articles of Incorporation. Previously filed as an
exhibit to the Corporation's Form 10-K Annual Report for the
fiscal year ended April 30, 1987, and incorporated herein by
reference.
4.2 Bylaws. Previously filed as an exhibit to the Corporation's
Form 10-K Annual Report for the fiscal year ended April 30,
1987, and incorporated herein by reference.
4.3 Manatron, Inc. Employee Stock Ownership and Salary Deferral
Plan. Previously filed as an exhibit to the Corporation's
Form 10-K Annual Report for the fiscal year ended April 30,
1995, and incorporated herein by reference.
5.1 Opinion Regarding Legality of Securities Offered.
5.2 Undertaking to Submit Plan to the Internal Revenue Service.
23.1 Consent of Warner Norcross & Judd LLP. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
EXHIBIT 5.1
July 2, 1996
Manatron, Inc.
2970 South 9th Street
Kalamazoo, Michigan 49009
Re: MANATRON, INC.
REGISTRATION STATEMENT ON FORM S-8
MANATRON, INC. EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
Dear Sir or Madam:
We represent Manatron, Inc., a Michigan corporation (the
"Company"), with respect to the above-captioned registration statement on
Form S-8 (the "Registration Statement") filed pursuant to the Securities
Act of 1933 (the "Act") to register 200,000 shares of Common Stock, no par
value ("Common Stock").
As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement. We have also
reviewed and assisted in preparing the Registration Statement. On the
basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Michigan.
2. The Company has an authorized capitalization of seven million
five hundred thousand (7,500,000) shares of Common Stock, and two million
(2,000,000) shares of Preferred Stock, no par value.
3. The Common Stock will be, when duly registered under the
Securities Act and issued and delivered as described in the Registration
Statement, legally issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Manatron, Inc. Employee Stock Ownership and Salary Deferral
Plan.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /S/ STEPHEN C. WATERBURY
Stephen C. Waterbury
A Partner
EXHIBIT 5.2
UNDERTAKING TO SUBMIT PLAN TO THE INTERNAL REVENUE SERVICE
The above-signed Registrant has submitted the Manatron, Inc.
Employee Stock Ownership and Salary Deferral Plan (the "Plan") and any
amendment thereto to the Internal Revenue Service ("IRS") and will make any
changes required by the IRS in order to qualify the Plan.
EXHIBIT 23.2
ARTHUR ANDERSON LLP
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 July 19,
1995 included in Manatron, Inc.'s Form 10-K for the year ended April 30,
1995 and to all references to our Firm included in this registration
statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
June 28, 1996
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
April 30, 1996 /S/ STEPHEN C. WATERBURY
Stephen C. Waterbury
Director
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
April 30, 1996 /S/ HARRY C. VORYS
Harry C. Vorys
Director
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
April 29, 1996 /S/ JANE M. RIX
Jane M. Rix
Director
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
May 6, 1996 /S/ MELVIN J. TRUMBLE
Melvin J. Trumble
Director
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
April 30, 1996 /S/ RANDALL L. PEAT
Randall L. Peat
Chairman of the Board and Director
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
May 15, 1996 /S/ GENE BLEDSOE
Gene Bledsoe
Director
POWER OF ATTORNEY
The undersigned in his capacity as a director and/or officer, as
the case may be, of Manatron, Inc., does hereby appoint Paul R. Sylvester
his true and lawful attorney to execute in his name, place, and stead, in
his capacity as a director and/or officer, as the case may be, of Manatron,
Inc., a Form S-8 Registration Statement of Manatron, Inc. with respect to
the issuance of up to 200,000 shares of its Common Stock, no par value, to
be offered in connection with the Employee Stock Ownership and Salary
Deferral Plan, any and all amendments to said Registration Statement and
post-effective amendments thereto, and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of
said attorney.
MANATRON, INC.
April 30, 1996 /S/ RICHARD J. HOLLOMAN
Richard J. Holloman
Director
