MANATRON INC, S-8, 1998-12-23

MANATRON INC
S-8, 1998-12-23
COMPUTER INTEGRATED SYSTEMS DESIGN

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Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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.
RESTRICTED STOCK PLAN OF 1998
(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 49503-2487
KALAMAZOO, MICHIGAN 49009

(Name and Address of Agent For Service)

(616) 375-6300
(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<F1><F2> OFFERING PRICE<F1><F2> REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, 100,000 shares<F3> $5.00 $500,000 $139.00
no par value

<PAGE>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.
<F2> On December 21, 1998, the last sales price of the Common Stock of
Manatron, Inc. was $5.00 per share. The registration fee is computed
in accordance with Rule 457(h) and (c).
<F3> Plus an 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 stock dividends or certain
other capital adjustments.
</FN>
</TABLE>

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Manatron, Inc. (the "COMPANY" or
the "REGISTRANT") with the Securities and Exchange Commission are
incorporated in this registration statement by reference:

(a) The Registrant's Annual Report on Form 10-K for the
year ended April 30, 1998.

(b) All other reports filed 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 Registrant's latest fiscal
year covered by the financial statements included in the Annual
Report referred to in (a) above.

(c) The registration statement on Form 8-A for the
Registrant's Common Stock, containing a description of such
stock, filed with the Commission.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents 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.

The class of securities to be offered is registered under Section
12 of the Exchange Act. A description of such securities has been
incorporated by reference in Item 3(c) above.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Restated Articles of Incorporation and Bylaws
generally require the Company to indemnify its directors and officers to
the fullest extent permissible under Michigan law against all expenses

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(including amounts paid in settlement) incurred in any proceeding (whether
or not such proceeding was by or in the right of the Company, a subsidiary
or otherwise) in which they were a party because of their position as a
director or officer of the Company or because they served at the request of
the Company as a director, officer, employee or agent of another
corporation or entity. The provision also provides for the advancement of
litigation expenses at the request of a director or officer under certain
circumstances.

Michigan law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a quorum of a majority
vote of disinterested directors, or if such a quorum cannot be obtained, by
a majority vote of a committee designated by the board which consists of
two or more disinterested directors, or if there are no such directors, or
if such directors so direct, by independent legal counsel in a written
opinion, or by all independent directors who are not parties to the action
or by the shareholders, that the person seeking indemnification acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to a
criminal proceeding, which the person had no reasonable cause to believe
the person's conduct was unlawful. Without court approval, however, no
indemnification may be made in respect of any derivative action in which
the person is adjudged liable to the corporation. Michigan law requires
indemnification of expenses when the individual being indemnified has
successfully defended the action on the merits or otherwise.

All of the above provisions could affect the liability of the
Company's directors and officers in their capacities as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed or incorporated by reference as
part of this registration statement:

EXHIBIT
NUMBER DOCUMENT

4.1 Restated Articles of Incorporation. Previously filed as an
exhibit to the Company's Form 10-K Annual Report for the fiscal
year ended April 30, 1995, and incorporated herein by reference.

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4.2 Bylaws. Previously filed as an exhibit to the Company's Form
10-K Annual Report for the fiscal year ended April 30, 1995,
and incorporated herein by reference.

4.3 Revolving Credit Loan Agreement. Previously filed as an exhibit
to the Company's Form 8-K Current Report dated November 11, 1994,
and incorporated herein by reference.

4.4 First Amendment to Revolving Credit Agreement. Previously filed
as an exhibit to the Company's Form 10-K Annual Report for the
fiscal year ended April 30, 1996, and incorporated herein by
reference.

4.5 Second Amendment to Revolving Credit Agreement. Previously filed
as an exhibit to the Company's Form 10-K Annual Report for the
fiscal year ended April 30, 1996, and incorporated herein by
reference.

4.6 Rights Agreement dated June 2, 1997 between Manatron, Inc. and
Registrar and Transfer Company. Previously filed as an exhibit
to the Company's Form 8-A filed on June 11, 1997, and
incorporated herein by reference.

5 Opinion of Legal Counsel.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Legal Counsel. Included in Exhibit 5 above.

24 Power 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;

(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

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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 with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 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 (a)(1)(i) and (a)(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 Securities Exchange Act of 1934 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.

(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 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 the

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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 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

THE REGISTRANT. 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 this 22nd day of December, 1998.

MANATRON, INC.

By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
President, Chief Executive Officer
and Treasurer

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 date indicated.

SIGNATURE TITLE DATE

/S/ PAUL R. SYLVESTER Director (Principal December 22, 1998
Paul R. Sylvester Executive Officer)

*/S/ RANDALL L. PEAT Director December 22, 1998
Randall L. Peat

________________________ Director ___________, 1998
Richard J. Holloman

*/S/ DOUGLAS A. PEAT Director December 22, 1998
Douglas A. Peat

*/S/ JANE M. RIX Director December 22, 1998
Jane M. Rix

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*/S/ STEPHEN C. WATERBURY Director December 22, 1998
Stephen C. Waterbury

________________________ Director ____________, 1998
Harry C. Vorys

*/S/ GENE BLEDSOE Director December 22, 1998
Gene Bledsoe

*/S/ ALLEN F. PEAT Director December 22, 1998
Allen F. Peat

/S/ JOSEPH ZALEWSKI Vice President-Finance December 22, 1998
Joseph Zalewski and Chief Financial
Officer (Principal
Financial and Accounting
Officer)

*By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
Attorney-in-fact

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INDEX TO EXHIBITS

EXHIBIT
NUMBER DOCUMENT

4.1 Restated Articles of Incorporation. Previously filed as an
exhibit to the Company's Form 10-K Annual Report for the fiscal
year ended April 30, 1995, and incorporated herein by reference.

4.2 Bylaws. Previously filed as an exhibit to the Company's Form
10-K Annual Report for the fiscal year ended April 30, 1995, and
incorporated herein by reference.

4.3 Revolving Credit Loan Agreement. Previously filed as an exhibit
to the Company's Form 8-K Current Report dated November 11, 1994,
and incorporated herein by reference.

5 Opinion of Legal Counsel.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Legal Counsel. Included in Exhibit 5 above.

24 Power of Attorney.

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EXHIBIT 5

December 22, 1998

Manatron, Inc.
2970 South 9th Street
Kalamazoo, Michigan 49009

Re: REGISTRATION STATEMENT OF FORM S-8
100,000 SHARES OF COMMON STOCK

Gentlemen:

We have acted as counsel to Manatron, Inc. (the "COMPANY") in
connection with the Company's Registration Statement of Form S-8 (the
"REGISTRATION STATEMENT") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration
of 100,000 shares (the "SHARES") of Common Stock, no par value, of the
Company in connection with the Manatron, Inc. Restricted Stock Plan of
1998.

We have examined the Company's Restated Articles of Incorporation and
Bylaws and such other corporate records of the Company, documents and
certificates of public officials and others as we have deemed necessary as
a basis for the opinion hereinafter expressed.

Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
have been duly authorized and are validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Stephen C. Waterbury

Stephen C. Waterbury
A Partner

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EXHIBIT 23.1

ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of Manatron, Inc.:

We consent to the incorporation by reference in this Registration Statement
of Manatron, Inc. on Form S-8 of our report dated July 24, 1998,
relating to the consolidated financial statements of Manatron, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
April 30, 1998.

/s/ Arthur Andersen LLP

Grand Rapids, Michigan
December 22, 1998

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EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his or her capacity as a director or officer,
or both, as the case may be, of Manatron, Inc., does hereby appoint PAUL R.
SYLVESTER and STEPHEN C. WATERBURY, or either of them, his or her attorneys
or attorney to execute in his or her name a Registration Statement of
Manatron, Inc. on Form S-8 for the Restricted Stock Plan of 1998, and any
amendments to the Form S-8, and to file it with the Securities and Exchange
Commission. Each attorney shall have power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities,
every act to be done in the premises as fully and to all intents and
purposes as the undersigned could do in person, and the undersigned hereby
ratifies and approves the acts of such attorneys.

Dated: October 30, 1998 /S/ PAUL R. SYLVESTER
Paul R. Sylvester