As filed with the Securities and Exchange Commission on March 18, 1999
Registration Statement No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F 0 R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOTAL RESEARCH CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2072212
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Independence Way
Princeton, New Jersey 08543
(609)520-9100
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1995 STOCK INCENTIVE PLAN FOR TOTAL RESEARCH CORPORATION
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(Full title of the plan)
Richard G. Morrow, Jr., Secretary
Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543
---------------------------
(Name and address of agent for service)
(609) 520-9100
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(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
James Biehl, Esquire
Drinker Biddle & Reath LLP
(A Pennsylvania Limited Liability Partnership)
Suite 300, 105 College Road
Post Office Box 627
Princeton, New Jersey 08542-0627
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Securities to Proposed maximum Amount of
be registered Amount to be registered (1)(2) aggregate offering price (2) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock
($0.001 par value) 200,000 shares at $2.5625 per share $ 112,500.00
- --------------------------------------------------------------------------------------------------------------------
550,000 shares at $2.6407 per share $1,452,385.00
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TOTAL 750,000 $1,564,885.00 $436.00
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</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Plan in connection with share splits, share dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee. As to shares subject to outstanding
but unexercised options, the price and fee are computed based upon the
price at which such options may be exercised. As to remaining shares
the price and fee are computed based on $2.6407, the average of the
highest and lowest prices for the common stock as reported on the
NASDAQ SmallCap System on March 15, 1999.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(NOT REQUIRED TO BE FILED AS PART OF THIS REGISTRATION STATEMENT)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, the Registrant hereby incorporates by
reference the contents of its Registration Statement on Form S-8
(Registration No. 33-46385) relating to its 1995 Stock Incentive Plan
except for the items set forth below:
ITEM 8. EXHIBITS.
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of Amper, Politziner & Mattia P.A.
23.2 Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5).
25 Powers of Attorney (See Signature Page).
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Princeton, New Jersey, on March 11, 1999.
TOTAL RESEARCH CORPORATION
By:/s/ Albert A. Angrisani
------------------------------
Albert A. Angrisani
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Albert A. Angrisani and Eric Zissman, and
each of them singly, 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 attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents, or any of
them, or their or his 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------------------------------------------------------------------------------
/s/ Albert A. Angrisani Director, President and March 11, 1999
- ----------------------- Chief Executive Officer
Albert A. Angrisani (Principal Executive Officer)
/s/ Eric Zissman Treasurer and Chief Financial March 15, 1999
- ----------------------- Officer and Administrative
Eric Zissman Office
(Principal Financial and
Accounting Officer)
/s/ Lorin Zissman Director March 10, 1999
- ------------------------
Lorin Zissman
Director March , 1999
- -----------------------
J. Edward Shrawder
/s/ Anthony Galli Director March 11, 1999
- ------------------------
Anthony Galli
/s/ Roger Thomas Director March 11, 1999
- ------------------------
Roger Thomas
/s/ David Brodsky Chairman of the Board March 11, 1999
- ------------------------
David Brodsky
/s/ Howard Shecter Director March 11, 1999
- ------------------------
Howard Shecter
Director March , 1999
- ------------------------
George Lindemann
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of Amper, Politziner & Mattia P.A.
23.2 Consent of Drinker Biddle & Reath LLP
(Included in Exhibit 5)
25 Powers of Attorney
(See Signature Page)
EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LLP
A Pennsylvania Limited Liability Partnership
Suite 300, 105 College Road East
Post Office Box 627
Princeton, New Jersey 08542-0627
Telephone: (609) 716-6500
Fax: (609) 799-7000
PARTNER RESPONSIBLE FOR NEW JERSEY PRACTICE
SAMUEL W. LAMBERT III
March 18, 1999
Total Research Corporation
5 Independence Way
Princeton, NJ 08543
Gentlemen:
We have acted as counsel to Total Research Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 750,000 additional shares of Common Stock of the Company,
par value $.001 per share (the "Shares"), issuable upon the exercise of options
granted under the Company's 1995 Stock Incentive Plan, as amended (the "Plan").
In that capacity, we have examined the originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation
and the By-laws of the Company, as amended through the date hereof, resolutions
of the Company's Board of Directors, and such other documents and corporate
records relating to the Company and the issuance and sale of the Shares as we
have deemed appropriate. The opinions expressed herein are based exclusively on
the General Corporation Law of the State of Delaware.
In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that Shares issued by the Company
upon the exercise of stock options properly granted under the Plan and paid for
in accordance with the terms of the Plan and the relevant stock option agreement
thereunder will be validly issued, fully paid and nonassessable by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report dated September 21, 1998 on the
consolidated financial statements of Total Research Corporation as of June 30,
1988 and 1997 and for the three years ended June 30, 1998, which is incorporated
by reference in this Registration Statement (Form S-8) pertaining to the 1995
Stock Incentive Plan of Total Research Corporation.
/s/ Amper, Politziner & Mattia P.A.
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Amper, Politziner & Mattia P.A.
Edison, New Jersey
March 15, 1999
