SECURITIES AND EXCHANGE COMMISSION
PRE-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3 UNDER
THE SECURITIES EXCHANGE ACT OF 1933
INFORMATION ANALYSIS INCORPORATED
(Exact name of Registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
11240 Waples Mill Road, #400
Fairfax, Virginia 22030
(703) 383-3000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Richard S. DeRose
Executive Vice President
Information Analysis Incorporated
11240 Waples Mill Road, #400
Fairfax, Virginia 22030
(703) 383-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Mark J. Wishner, Esquire
Michaels, Wishner & Bonner, P.C.
1140 Connecticut Avenue, N.W.
Suite 900
Washington, D.C. 20036
(202) 223-5000
Approximate date of commencement of proposed sale to the public: At such time or
times after the effective date of this Registration Statement as any Selling
Shareholder shall determine.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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 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 lit
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
1
<PAGE>
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 SECTION 8(a) SHALL
DETERMINE.
Calculation of Registration Fee
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering Amount of
registered registered per share price registration fee
Common 1,510,896 $17.375 $26,251,818 $7,744
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of
registration fee, based upon the average of the high and low prices reported on
January 14, 1998, as reported on the Nasdaq SmallCap Market.
The Index to Exhibits is located at Page II-12.
2
<PAGE>
INFORMATION ANALYSIS INCORPORATED
Cross Reference Sheet showing the location in the Prospectus of the Items on
Form S-3
<TABLE>
<CAPTION>
Form S-3 Item and Caption Location in Prospectus
------------------------- ----------------------
<S> <C>
1. Forepart of Registration Statement and Outside
Cover Page of Prospectus...........................................Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus......................................................Inside Front and Outside
Back Cover
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges.......................................The Company; Risk Factors
4. Use of Proceeds....................................................Outside Front Cover Page
5. Determination of Offering Price....................................*
6. Dilution...........................................................*
7. Selling Security Holders...........................................Selling Shareholders
8. Plan of Distribution...............................................Outside Front Cover Page
9. Description of Securities to be Registered.........................*
10. Interests of Named Experts and Counsel.............................*
11. Material Changes...................................................*
12. Incorporation of Certain Information by Reference..................Incorporation by Ref-
erence
13. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities........................................Disclosure of Comm-
ission Position on
Indemnification for
Securities Act Liabilities
</TABLE>
* Such item is not applicable or the answer thereto is in the negative.
3
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION...................................................2
INCORPORATION BY REFERENCE..............................................2
RISK FACTORS............................................................3
THE COMPANY.............................................................5
RECENT EVENTS...........................................................6
SELLING SHAREHOLDERS....................................................6
LEGAL MATTERS...........................................................8
EXPERTS.................................................................8
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES..............................................8
INFORMATION NOT REQUIRED IN PROSPECTUS..................................8
SIGNATURES..............................................................11
INDEX TO EXHIBITS.......................................................12
4
<PAGE>
PROSPECTUS
INFORMATION ANALYSIS INCORPORATED
1,510,896 Shares of Common Stock
$.01 Par Value
This Prospectus relates to 1,510,896 shares of the common stock, $.01 par
value, (the "Shares") of Information Analysis Incorporated, a Virginia
corporation (the "Company"), which may be offered from time to time by the
selling shareholders named herein (the "Selling Shareholders"). The Company will
not receive any of the proceeds from the sale of the Shares. The Company will
bear the costs relating to the registration of the Shares estimated to be
approximately $16,744.
The Shares are registered as a result of the Company's agreement to register
the Shares in connection with certain transactions. The Company has been advised
by each Selling Shareholder that each Selling Shareholder expects to offer his,
her or its Shares to or through brokers and dealers to be selected by the
Selling Shareholder from time to time. In addition, the Shares may be offered
for sale through the Nasdaq SmallCap Market, in the over-the-counter market,
through a market maker, in one or more private transactions, or a combination of
such methods of sale, at prices and on terms then prevailing. Each Selling
Shareholder may pledge all or a portion of the Shares owned by him, her or it as
collateral in loan transactions. Upon default by any Selling Shareholder, the
pledgee in such loan transactions would have the same rights of sale as such
Selling Shareholder under this Prospectus. Each Selling Shareholder may also
transfer the Shares owned by him, her or it in other way not involving market
makers or established trading markets, including directly by gift, distribution,
or other transfer without consideration, and upon any such transfer the
transferee would have the same rights of sale as such Selling Shareholder under
this Prospectus. Each Selling Shareholder and any brokers or dealers through
whom sales of the Shares are made may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and the commissions or discounts or other
compensation paid to such persons may be regarded as underwriters' compensation.
The Shares are traded on the Nasdaq SmallCap Market under the symbol IAIC.
The average of the high and low prices of the Shares as reported on the Nasdaq
SmallCap Market on January 13, 1998 was $17.375 per Share.
THE SHARES OFFERED UNDER THIS PROSPECTUS ARE SUBJECT TO CERTAIN RISKS.
SEE, "RISK FACTORS BEGINNING AT PAGE 3.
THESE SECURITIES HAVE NOT BEEN APROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January __, 1998.
All of the securities to be registered hereby are to be offered for the
account of security holders.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and files, reports and
other information with the Securities and Exchange Commission (the "Commission")
in accordance therewith. Such reports, proxy statements and other information
filed by the Company are available for inspection and copying at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a World Wide Web site on the Internet that contains reports, proxy and
information statements and other information regarding issuers, including the
Company, that file electronically with the Commission which is available at
http://www.sec.gov. The Company's Common Stock is listed on the Nasdaq Stock
Market and reports and other information concerning the Company can be inspected
at the offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006
REPORTS TO SECURITY HOLDERS
Until such time that the Company is obligated to provide
copies of its annual report to its securities holders, the Company will
voluntarily send copies of an annual report to its securities holders in which
audited financial statements are contained.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10Q-SB for the
quarters ending September 30, 1997, June 30, 1997, and March 31, 1997.
3. The Company's Current Report on Form 8-K filed November
4, 1997.
All reports and documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Shares covered by this Prospectus have been sold or which deregisters
all such Shares remaining unsold, shall be deemed incorporated herein and to be
made a part hereof from the date of filing of such reports and documents.
The Company will provide without charge to each person who
receives a prospectus, upon written or oral request of such person, a copy of
any of the information that is
2
<PAGE>
incorporated by reference herein (other than exhibits to such documents which
are not specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should be directed to:
Mr. Richard S. DeRose, Executive Vice President, Information Analysis
Incorporated, 11240 Waples Mill Road, Suite 400, Fairfax, Virginia 22030, (703)
383-3000.
No dealer, salesman, or any person has been authorized to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information and representation must not
be relied upon as authorized by the Company. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered in any state to any person to whom it is unlawful to make such offer.
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
This Prospectus constitutes a part of a Registration
Statement which the Company has filed with the Commission under the Securities
Act of 1933 with respect to the Shares. This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related Exhibits thereto for further
information with respect to the Company. Any statements contained herein
concerning the provisions of any documents are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
RISK FACTORS
AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK.
THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY BEFORE PURCHASING THE
COMMON STOCK OFFERED HEREBY.
Attracting and Retaining Qualified Personnel. The Company's
historic business and the further development, support and marketing of UNICAST,
the Company's proprietary Year 2000 software remediation tool, involve the
delivery of quality services of a professional nature and are very
labor-intensive. The Company's success depends in large part upon its ability to
attract, develop, motivate and retain qualified personnel. Qualified personnel
in the information technology field are in great demand and are likely to remain
so for the foreseeable future. There can be no assurance that the Company will
be able to continue to attract and retain a sufficient number of qualified
personnel in the future. The Company's inability to hire sufficient qualified
personnel could have a material adverse effect on the Company's business,
financial condition and results of operations.
Management of Growth. The success of the UNICAST software
could result in rapid revenue and employee growth for the Company, thereby
placing significant demands upon the Company's management and other resources.
To manage this growth effectively, the Company will be required to continue to
develop and improve its operational, financial and other internal systems as
well as its business development capabilities. The Company's inability to
effectively manage its growth and engagements could have a material adverse
effect on the Company's business, financial condition and results of operations.
3
<PAGE>
Potential Liability for Claims. The Company is attempting to
limit its exposure to users of UNICAST by not warranting the product to remedy
all Year 2000 deficiencies in a given system. Nevertheless, notwithstanding the
lack of any warranties, should UNICAST not perform as intended the Company
recognizes that potential claims could be asserted against it. In addition, the
Company will also attempt to limit its exposure for any consequential damages
that any users of UNICAST claim they suffer as a result of the product not
performing as users anticipate. No assurances can be given that the Company's
efforts will be successful to limit or reduce the extent of its liability if
UNICAST fails to achieve the levels of remediation intended from its use.
Competition. The information technology service market is
highly competitive. The Company anticipates there are and will be a number of
competitors for Year 2000 engagements. Some of these competitors include large
accounting firms, systems consulting and implementation firms, application
software firms, service groups, general management consulting firms, and
programming companies. Many of these competitors have significantly greater
financial, technical and marketing resources than the Company and greater name
recognition. There can be no assurance that the Company can compete successfully
with its competition.
Reliance Upon Executive Officers and Key Employees. The
success of the Company is highly dependent upon the efforts and abilities of its
executive officers and key employees. The loss of the services of any of these
executive officers and key employees for any reason could have a material
adverse effect upon the Company. There can be no assurance that the Company will
be able to attract additional key employees.
Fluctuations in Quarterly Operating Results. Revenue
associated with the UNICAST software product could cause the Company's revenues
and earnings to fluctuate in the future from quarter to quarter based on such
factors as the number, size and scope of the projects in which the Company is
engaged, the contractual terms and degree of completion of such engagements, the
accuracy of estimates or resources required to complete ongoing engagements, the
level at which UNICAST software is licensed by sublicensees and general economic
conditions.
Need for Additional Capital. If revenue projections are not
met or if the Company must devote greater resources to UNICAST than it now
anticipates, the Company may be required to seek additional capital. There is no
assurance that such capital will be available or available on terms acceptable
to the Company.
Collaborative Efforts. The Company's success, in part, in
the implementation of UNICAST will depend on its ability to contract with other
parties engaged in Year 2000 remediation efforts. There can be no assurance that
the Company will be able to obtain the number and type of collaborative efforts
it believes will be required to achieve the objectives it has established for
UNICAST. In particular, the termination or disruption of the Company's
relationship with Computer Associates International, Inc. could have a
significant negative impact on the Company.
4
<PAGE>
Intellectual Property Rights. The Company believes that all
of the software it develops for its clients as well as UNICAST does not infringe
upon the intellectual property rights of others and that the Company has all
rights necessary to utilize the intellectual property employed in its business.
The Company is subject to the risk of litigation asserting infringement of third
party intellectual property rights. Any such claims could require the Company to
spend significant sums in litigation, pay damages, develop non-infringing
intellectual property or acquire licenses to the intellectual property which is
the subject of asserted infringement. The Company relies upon a combination of
non-disclosure and other contractual arrangements and trade secret and copyright
laws to protect its intellectual property rights. There can be no assurance,
however, that the steps taken by the Company will be adequate to deter
misappropriation of proprietary information or that the Company will be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
property rights.
THE COMPANY
The Company was organized in 1979 . The Company develops
application software and offers related services including software conversions,
information systems reengineering, and systems integration. Beginning in 1996,
the Company began a concentrated effort to enhance its software conversion
product to remedy the Year 2000 problem resident in certain computing
environments. The Company's Year 2000 solution evolved from a software tool
which the Company acquired in August 1996. The product, UNICAST, was initially
developed as a reengineering computer language tool which facilitated migration
from older types of computer languages to more current languages. The Company
has dedicated its development efforts to broadening UNICAST's capabilities to
create a line of software products with environment- or language-specific
components. The Company has also conducted a marketing campaign aimed at
establishing alliances with leading system integrators and product marketing
organizations to license UNCAST for Year 2000 use in large-scale production
environments. In March, 1997 the Company entered into an agreement with Computer
Associates International, Inc. ("CA") to incorporate UNICAST within CA's Year
2000 suite of software tools.
The Year 2000 problem generally derives from software
applications in which a two-digit date representation depicts a year with the
century indicator fixed as "19" thereby creating processing problems for data or
transactions which refer to the year 2000 and subsequent years. UNICAST offers
an integrated set of advanced tools to automate Year 2000 remediation or
modernization. UNICAST converts programming languages, data management software,
job control languages, and user interface programs at the source code level.
UNICAST's Year 2000 approaches include date expansion, windowing, and
compression. UNICAST allows users to migrate to more current languages,
databases or platforms. For example, UNICAST users can translate from a closed
mainframe environment to an open UNIX environment.
Apart from UNICAST, the Company pursues business
opportunities consistent with its capabilities as an information technology
professional services provider. The Company's professional services offerings
include transition engineering, software development, feasibility and
requirements analysis, systems planning analysis and design, data base design
and management, and project management. The Company's clients have included,
among others,
5
<PAGE>
Arbitron, MCI, Computer Sciences Corporation, IBM, Sprint, Citibank, the United
States Customs Service, the United States Department of Energy, the United
States Army, the United States Air Force, the Veterans Administration and the
Federal Deposit Insurance Corporation.
The Company is a Virginia corporation. The mailing address
and telephone number of the Company's principal executive offices is 11240
Waples Mill Road, Suite 400, Fairfax, Virginia 22030 (703) 383-3000 and its
electronic mail address is [email protected].
RECENT EVENTS
Between January 9 through January 14, 1998, the Company
raised approximately $6.0 million in capital from private sales of shares of its
Common Stock to holders through the sale of 545,155 shares at a price of $11.00
per share.
In September, 1997, the Company announced an agreement with
CACI International Inc which extends an alliance between CACI and CA to provide
advanced Year 2000 solutions. CACI, with annual revenues of approximately $275
million, is an international information systems and technology service
provider. In the same month the Company announced the award of a Year 2000
services contract from Commonwealth Industries, Inc. ("CII") in which UNICAST
will process Year 2000 compliance and conversion in CII's manufacturing system.
CII, with annual revenues of approximately $1.17 billion, is North America's
largest manufacturer aluminum sheet and through a subsidiary is the world's
largest manufacturer of flexible aluminum conduit.
In July-August, 1997, the Company announced the appointments
of Brendan J. Dawson as President and Chief Operating Officer, Kevin Coyne as
Senior Vice President and Timothy C. Summers as Vice President of Development.
Messrs. Dawson, Coyne and Summers have substantial experience in software
applications development and systems management.
SELLING SHAREHOLDERS
All of the Shares described in this Prospectus will be
beneficially owned immediately after registration by the individuals or entities
listed below each of which may offer the Shares from time to time. All of the
Shares were acquired or are acquirable in connection with private transactions
with the Company either from a private placement which occurred in early 1997,
upon exercise of warrants which were issued to placement agents in such
placement, in the private placement the Company has recently concluded (see,
RECENT EVENTS), to placement agents in this latter placement and for consulting
services unrelated to these placements. None of the Selling Shareholders has a
material relationship with the Company. The Company may amend or supplement this
Prospectus from time to time to update the disclosure set forth herein.
6
<PAGE>
Name of Selling Shareholders Shares Registered for
Potential Sale
Hereunder(1)
AT&T Investment Mgmt. Corp. 210,000
Bost & Co. f/b/o Virginia Retirement System 120,000
Steven T. Newby 112,006 (2)
Quantum Partners LDC 89,000
John A. Stanley 75,659 (3)
Westcountry Partners 75,000
Robert S. Colman Trust 74,500
Caxton International Limited 64,000
Saint Poulin 60,000
Bruce A. Hartwig, M.D. 60,000
Julien G. Redele 50,000
Uhura Investments, Ltd. 49,287
White Rock Capital Partners LP 42,000
The Robertson Stephens Black Bear Fund I LP 40,700
Talkot Crossover Fund 35,000
John J. Campbell and Patricia S. Campbell 34,500
Gilford Partners 30,000
Steven T. Newby Personal Rep. For Estate of Dorothy 27,273
Craig Samuels 20,571 (5)
Richard P. Weigle and Patricia A. Weigle 20,000
Nathan Sugerman 19,500
Andrew E. Gold 16,650 (4)
White Rock Offshore Fund 16,600
Thomas A. Chiurco and Martha G. Chiurco Trust 16,500
Fairfax County Public Schools 12,855
G. Gayle Darville 12,000
Mitch A. Metzman and Marnie D. Metzman 11,500
The Robertson Stephens Black Bear Offshore Fund LP 10,900
Collins Capital Diversified Fund LP 10,000
Cristan K. Blackman 9,091
Rock Creek Partners Ltd. 9,000
Lawrence H. Cines and Lisa J. Cines 8,000
John S. Lemak 8,000
Michael Golden 6,858 (5)
Richard Weinstein 6,855 (5)
White Rock Capital Inc. 6,400
Hayrabet Akdemir 6,000
Michael Hankinson 6,000
Richard P. Cook and Pamela S. Cook 6,000
William A. Coolidge, Jr. 5,000
The Robertson Stephens Black Bear Pacific Master Fund 5,000
The Robertson Stephens Black Bear Fund II LP 3,600
Cruttenden Roth Incorporated 3,546
Shelly Singhal 2,500
James M. Stearns 2,045
Peter Conley 1,000
------------
Total 1,510,896
(1) To the Company's knowledge, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock beneficially
owned by them.
(2) Includes 32,006 shares issuable upon exercise of warrants.
(3) Includes 30,659 shares issuable upon exercise of warrants.
(4) Includes 1,650 shares issuable upon exercise of warrants.
(5) Issuable upon exercise of warrants.
7
<PAGE>
None of the Selling Shareholders held any office with, or
served as a director of, the Company during the last three years. The aggregate
number of Shares to be registered is approximately 23% of the issued and
outstanding Common Stock of the Company.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed
upon for the Company by Michaels, Wishner & Bonner, P.C., 1140 Connecticut
Avenue, N.W., Suite 900, Washington, D.C. 20036.
EXPERTS
The financial statements of the Company as of December 31,
1996 incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-KSB have been audited by Rubino & McGeehin, Chtd., independent
public accountants, as stated in their report incorporated herein by reference,
and have been so incorporated in reliance upon such report given upon the
authority of said firm as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Company the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in therein
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of competent
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses relating to the registration of the Shares will
be borne by the Company. Such expenses are estimated as follow:
8
<PAGE>
Registration Fee $ 7,744
Accountants' Fees 1,000
Legal Fees 5,000
Miscellaneous 3,000
-------
Total $16,744
Item 15. Indemnification of Directors and Officers.
Section 5 of the Amended and Restated Articles of Incorporation of
Information Analysis Incorporated as filed with the Virginia State Corporation
Commission provides as follows:
5. Officer and Director Liability. In any proceeding brought
by or in the right of the Corporation or brought by or on
behalf of a shareholder in the right of the Corporation, an
officer or director of the Corporation shall not be liable
for any damages assessed against such officer or director
arising out of a single transaction, occurrence or course of
conduct. However, the liability of an officer or director
shall not be so limited if the officer or director engaged
in willful misconduct or a knowing violation of the criminal
law or of any federal or state securities law, including,
without limitation, any claim of insider trading or
manipulation of the market for any security.
Item 16. List of Exhibits.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page 12.
Item 17. Undertakings.
The Company 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 1933 Act;
(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 the aggregate,
represents a fundamental change in the information set
forth in this 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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
9
<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;
provided, however, that paragraphs (1) (i) and (1)(ii)
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 Company
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the
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 which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of
any employee benefit plan's annual report pursuant to Section 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.
10
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf y the undersigned, thereunto duly
authorized, in the County of Fairfax, Virginia on January 14, 1998.
INFORMATION ANALYSIS INCORPORATED
/s/
_________________________________
Sandor Rosenberg
Chairman and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sandor Rosenberg his attorney-in-fact, for him in
any and all capacities, to sign any amendments to this registration statement,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/
______________________________
Sandor Rosenberg Chairman of the Board January 14, 1998
and President
/s/
______________________________
Brendan Dawson Director January 14, 1998
/s/
______________________________
Charles May Director January 14, 1998
/s/
______________________________
Bonnie K. Wachtel Director January 14, 1998
/s/
______________________________
James D. Wester Director January 14, 1998
</TABLE>
11
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Amended and Restated Articles of Incorporation as filed as
Exhibit 3.1 to the Company's Form 10-KSB for the fiscal year
ending December 31, 1996 and incorporated herein by
reference.
3.2 Bylaws as filed as an exhibit to the Company's registration
statement on Form S-18 filed with the Commission on November
20, 1986 (Commission file No. 33-9390) and incorporated
herein by reference.
5 Opinion of Counsel re: legality
13 1996 Annual Report on Form 10-KSB as filed with the
Commission.
23.1 Consent of Rubino & McGeehin, Chtd., as Independent
Accountants
23.2 Consent of Michaels, Wishner & Bonner, P.C. (included as
part of Exhibit 5)
24 Power of Attorney (included as part of signatures, page 11)
12
MICHAELS, WISHNER & BONNER, P.C.
ATTORNEYS AT LAW
WALTER J. BONNER BARBARA M. RYLAND SUITE 900
JOHN T. BRENNAN, JR. KATHLEEN M. STRATTON 1140 CONNECTICUT AVENUE, N.W.
MARK R. EATON MARK J. WISHNER WASHINGTON, D.C. 20036-4001
DAVID FLORIN JAMES F. WORRALL
THOMAS A. GUIDOBONI ------ (202) 223-5000
JEFFREY B. JACOBOVITZ ROBERT S. CANTERMAN
ARTHUR N. LERNER JODY GOODMAN FACSIMILE:
STEPHEN W. McVEARRY MADELINE D. HETTENBACH
SCOTT MIZA BETH M. KRAMER (202) 857-0634
JOEL L. MICHAELS MARGIT M. NAHRA
DAVID W. O'BRIEN JESSICA S. WALTON E-MAIL:
MICHAEL R. POLLARD ------
CHRISTINE C. RINN RALPH WERNER [email protected]
ROBERT L. ROTH OF COUNSEL
Exhibit 5
OPINION OF MICHAELS, WISHNER & BONNER, P.C.
Information Analysis Incorporated
11240 Waples Mill Road
Fairfax, Virginia 22030
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration of 1,390,896 shares of common stock,
par value $.01 per share (the "Common Shares") of Information Analysis
Incorporated (the "Company") with the Securities and Exchange Commission on a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the sales, if any, of the Common Shares by the selling shareholders, we have
examined such documents, records and matters of law as we have considered
relevant. Based upon such examination, it is our opinion that:
The Common Shares being registered are legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MICHAELS, WISHNER & BONNER, P.C.
By: /s/ Mark J. Wishner
-----------------------------
Mark J. Wishner
13
[Rubino & McGeehin Logo] Rubino & McGeehin
CHARTERED
__________________
Certified Public Accountants
6905 Rockledge Drive
Suite 700
Bethesda, Maryland 20817-1818
301-564-3636
Shareholders: FAX 301-564-2994 Member
Mark Bleweis American Institute of
Craig A. Cartini Certified Public Accountants
Margaret A. Detion Division for CPA Firms-
A. Michael Cellman SEC and Private Companies
Robert N. Gray Practice Sections
William M. Kirne
Matthew R. Krafft
Patrick A. McGeehin
Louis J. Rubino, Jr.
Wiley R. Wright, III
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference on Form S-3 of Information
Analysis Incorporated of our report dated March 7, 1997, appearing in and
incorporated by reference in the Annual Report on Form 10-KSB of Information
Analysis Incorporated for the year ended December 31, 1996, and to the reference
to our firm under the heading "Experts" in the Prospectus which is part of this
Registration Statement.
January 13, 1998 /s/ Rubino & McGeehin
---------------------
14
