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
--------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2072212
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(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)
TOTAL RESEARCH CORPORATION
1986 EMPLOYEE STOCK OPTION PLAN
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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
PROPOSED
MAXIMUM
AGGREGATE
TITLE OF SECURITIES TO OFFERING AMOUNT OF
BE REGISTERED AMOUNT TO BE REGISTERED (1)(2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C>
Common Stock
($0.001 par value) 4,000 shares of $0.4375 per share $1,750.00
250,000 shares at $0.6563 per share (3) $164,075.00
8,000 shares at $0.6875 per share $5,500.00
8,000 shares at $0.7656 per share $6,124.80
150,000 shares at $1.0000 per share $150,000.00
5,000 shares at $1.0937 per share $5,468.50
10,000 shares at $1.1250 per share $11,250.00
10,000 shares at $1.2500 per share $12,500.00
12,500 shares at $1.6250 per share $20,312.50
2,500 shares at $1.6875 per share $4,218.75
10,000 shares at $1.8750 per share $18,750.00
7,500 shares at $1.9375 per share $14,531.25
15,000 shares at $2.1250 per share $31,875.00
TOTAL 492,500 $446,355.80 $ 132
</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. All the shares being
registered under this Registration Statement are shares subject to
outstanding but unexercised options. The common stock is traded on the
NASDAQ SmallCap System.
(3) Represents shares subject to options issued to United Kingdom
employees of Total Research Corporation.
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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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Total Research Corporation
(the "Registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
(a) the Company's Annual Report on Form 10-K for the year ended June 30,
1998 filed on September 28, 1998 and amendments thereto filed on October 2,
October 29 and November 3, 1998;
(b) the Company's Quarterly Reports on Form 10-Q dated September 30, 1998
and filed on November 17, 1998 and dated December 31, 1998 and filed on February
16, 1999;
(c) the Company's Current Reports on Form 8-K dated October 22, 1998 and
October 28, 1998;
(d) the description of the common stock, par value $.001 per share, of the
Company (the "Common Stock") contained in the Company's Registration Statement
on Form 8-A dated April 29, 1987, filed with the Securities and Exchange
Commission, including any amendments or reports filed for the purpose of
updating such description; and
(e) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since February 16, 1999.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered pursuant to this Registration Statement have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides, in general, that a corporation incorporated under the laws of
the State of Delaware, such as the Company, may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an
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<PAGE>
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. In the case of an action by or in the right
of the corporation, a Delaware corporation may indemnify any such person against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court determines such person is fairly
and reasonably entitled to indemnity for such expenses.
The Company's Certificate of Incorporation provides for indemnification of
directors, officers, employees and agents who have been the prevailing party, or
who have acted in good faith in a manner reasonably incurred by such person in
the defense of any action brought against such person by reasons of acts
committed in his capacity as a director, officer, employee or agent of the
Company.
Reference is made to Item 9 of this Registration Statement for additional
information regarding indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are being reoffered or resold pursuant to this
Registration Statement.
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).
ITEM 9. UNDERTAKINGS
1. Undertakings Required by Regulation S-K Item 512(a)
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The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, 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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this Registration
Statement; and
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<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Notwithstanding the foregoing, any increase or decrease in the volume of the
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
change in volume and price represents no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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.
2. Undertakings Required by Regulation S-K Item 512(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 this 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.
3. Undertakings Required by Regulation S-K Item 512(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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<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
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/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
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Lorin Zissman
Director March , 1999
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J. Edward Shrawder
/s/ Anthony Galli Director March 11, 1999
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Anthony Galli
/s/ Roger Thomas Director March 11, 1999
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Roger Thomas
/s/ David Brodsky Chairman of the Board March 11, 1999
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David Brodsky
/s/ Howard Shecter Director March 11, 1999
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Howard Shecter
Director March , 1999
- ------------------------
George Lindemann
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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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 492,500 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 1986 Employee Stock Option 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,
1998 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 1986
Employee Stock Option Plan of Total Research Corporation.
/s/ Amper, Politziner & Mattia P.A.
-----------------------------------
Amper, Politziner & Mattia P.A.
Edison, New Jersey
March 15, 1999
