<PAGE>
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
---------------------------
DELPHI INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0021975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
(Address of principal executive offices including zip code)
DELPHI INFORMATION SYSTEMS, INC.
1989 STOCK PURCHASE PLAN
(Full title of the plan)
JOHN R. SPRIESER, Senior Vice President-Finance
Delphi Information Systems, Inc.
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
(708)506-3100
(Name, address and telephone number, including area code, of agent for service)
-------------------------
Copies of communications to:
W. BRINKLEY DICKERSON, JR.
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
(312) 876-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
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<S> <C> <C> <C> <C>
Common Stock,
par value
$.10 per share 1,800,000 shares $2.46875(1) $4,443,750(1) $1,532.33
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<FN>
(1) In accordance with Rule 457(h) of the General Rules and Regulations under
the Securities Act of 1933, this estimate is made solely for the purpose of
calculating the amount of the registration fee and is based on the average
of the high and low prices of the Common Stock on NASDAQ on September 20,
1995.
</TABLE>
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Delphi Information Systems,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended March 31, 1995;
(2) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; and
(3) The description of the Company's Common Stock, par value $.10 per
share, contained in the Company's Registration Statement filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") and any amendments and reports filed for the purpose
of updating that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Delphi Information Systems,
Inc. 1989 Stock Purchase Plan have been sold or deregistering all securities
then remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify its directors, officers, employees and agents against
liability arising out of their respective capacities as directors, officers,
employees or agents. Article XI of the Company's Certificate of Incorporation
provides for the limitation of personal liability of the directors of the
Company as follows:
ARTICLE XI
* * * *
A director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided that this sentence shall not eliminate or limit the
liability of a director (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law, or (iv) for
any transaction from which the director derives any improper personal
benefit. This Article XI shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date when this
Article becomes effective.
Article VII of the Company's Bylaws provides that the Company shall
indemnify any person
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who is serving as a director, officer, employee or agent of the Company or of
another entity at the request of the Company against judgments, fines,
settlements and other expenses incurred in such capacity if such person acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful. In the event of an action
or suit by or in the right of the Company, 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 for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
The Company has entered into indemnification agreements with its directors
that would require the Company, subject to any limitations on the maximum
permissible indemnification that may exist at law, to indemnify a director for
claims that arise because of his capacity as a director.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1991).
4.2 Certificate of Designations of Series B Preferred Stock filed with the
Secretary of State of the State of Delaware on December 11, 1991
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated December 16, 1991).
4.3 Certificate of Designations of Series C Preferred Stock filed with the
Secretary of State of the State of Delaware on December 21, 1993
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated December 23, 1993).
4.4 Certificate of Designations of Series D Preferred Stock filed with the
Secretary of State of the State of Delaware on May 20, 1994
(incorporated by reference to Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1995).
*4.5 Certificate of Designations of Series E Preferred Stock filed with the
Secretary of State of the State of Delaware on August 7, 1995.
4.6 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No.
33-14501) effective July 1, 1987).
*4.7 Delphi Information System, Inc.
1989 Stock Purchase Plan
*5 Opinion of Schiff Hardin & Waite regarding legality.
23.1 Consent of Schiff Hardin & Waite (included in its opinion filed as
Exhibit 5 hereto).
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<PAGE>
*23.2 Consent of Independent Public Accountants.
24 Power of Attorney. See page II-4 of this Registration Statement.
- ------------------------
*Filed herewith
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 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 registration statement is on Form S-3 or
Form S-8, and 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 Section 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 Section 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
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.
(c) 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
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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.
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 this registration statement 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 Rolling Meadows, State of
Illinois, on this 22nd day of September 1995.
DELPHI INFORMATION SYSTEMS, INC.
By: /s/ M. Denis Connaghan
----------------------
M. Denis Connaghan
President and Chief Executive 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.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints M. Denis
Connaghan and John R. Sprieser, and each of them, with full power to act without
the other, such person's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this registration statement and any and all
amendments thereto (including post-effective amendments) and to file the same
(with exhibits and schedules thereto) and other documents in connection
therewith with the Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
- ----------------------
(Yuval Almog) Director, Chairman of the
Board
/s/ M. Denis Connaghan Director, President and
- ---------------------- Chief Executive Officer September 20, 1995
(M. Denis Connaghan) (Principal Executive Officer)
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/s/ John R. Sprieser Senior Vice President-
- ---------------------- Finance September 20, 1995
(John R. Sprieser) (Principal Financial Officer)
/s/ Michael J. Marek
- ----------------------
(Michael J. Marek) Corporate Controller September 20, 1995
(Principal Accounting
Officer)
/s/ Larry G. Gerdes
- ----------------------
(Larry G. Gerdes) Director September 22, 1995
/s/ Richard R. Janssen
- ----------------------
(Richard R. Janssen) Director September 20, 1995
/s/ Donald L. Lucas
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(Donald L. Lucas) Director September 22, 1995
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
------ ----------- IN SEQUENTIALLY
NUMBERED COPY
--------------
4.1 Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1991).
4.2 Certificate of Designations of Series B Preferred
Stock filed with the Secretary of State of the
State of Delaware on December 11, 1991
(incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated
December 16, 1991).
4.3 Certificate of Designations of Series C Preferred
Stock filed with the Secretary of State of the
State of Delaware on December 21, 1993
(incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated
December 23, 1993).
4.4 Certificate of Designations of Series D Preferred
Stock filed with the Secretary of State of the
State of Delaware on May 20, 1994 (incorporated by
reference to Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1995).
*4.5 Certificate of Designations of Series E Preferred
Stock filed with the Secretary of State of the
State of Delaware on August 7, 1995.
4.6 Bylaws of the Company, as amended (incorporated
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 33-14501)
effective July 1, 1987).
*4.7 Delphi Information System, Inc. 1989 Stock
Purchase Plan
*5 Opinion of Schiff Hardin & Waite regarding
legality.
23.1 Consent of Schiff Hardin & Waite (included in its
opinion filed as Exhibit 5 hereto).
*23.2 Consent of Independent Public Accountants.
24 Power of Attorney. See page II-4 of this
Registration Statement.
- ----------------------
* Filed herewith
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EXHIBIT 4.5
CERTIFICATE OF DESIGNATIONS
OF
SERIES E PREFERRED STOCK
OF
DELPHI INFORMATION SYSTEMS, INC.
(Pursuant to Section 151 of the
General Corporation Law of the State of Delaware)
Delphi Information Systems, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Corporation"), DOES HEREBY CERTIFY:
That, pursuant to authority vested in the Board of Directors of the
Corporation by its Certificate of Incorporation, and pursuant to the provisions
of Section 151 of the General Corporation Law, the Board of Directors of the
Corporation on December 29, 1993 adopted the following resolution providing for
the issuance of a series of preferred Stock:
RESOLVED, that pursuant to the authority expressly vested in the
Board of Directors of the Corporation (hereinafter called the "Board
of Directors" or the "Board") by the Certificate of Incorporation of
the Corporation, a series of Preferred Stock, par value $.10 per share
(the "Preferred Stock"), of the Corporation be, and it hereby is,
created, and that the designation and amount thereof and the powers,
designations, preferences and relative, participating, optional and
other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:
1. DESIGNATION AND AMOUNT.
The shares of such series shall be designated as "Series E Preferred Stock"
(the "Series E Preferred Stock") and the number of shares constituting the
Series E Preferred Stock shall be 67,851. The Series E Preferred Stock shall be
junior to the Corporation's Series A Preferred Stock (the "Series A Preferred
Stock"), the Corporation's Series B Preferred Stock (the "Series B Preferred
Stock"), the Corporation's Series C Preferred Stock (the "Series C Preferred
Stock") and the Corporation's Series D Preferred Stock (the "Series D Preferred
Stock") in all respects.
2. DIVIDENDS.
<PAGE>
(a) In the event of the exercise of the Conversion Rights (as defined
in Section 5 below), or any liquidation, dissolution or winding up of the
Corporation (within the meaning of Section 3 below), or redemption of the Series
E Preferred Stock pursuant to Section 6 (each a "Dividend Event"), subject to
the prior preferences and other rights of any capital stock of the Corporation
ranking senior to the Series E Preferred Stock with respect to dividends, the
holders of the Series E Preferred Stock shall be entitled to receive an annual
dividend, in an amount per share (as adjusted proportionately for stock
dividends, stock splits, combinations and similar corporate events) equal to
$5.085 (the "Annual Dividend Amount"), on a cumulative basis for the period from
the original issuance of the Series E Preferred Stock to the Dividend Event (pro
rated for any partial year), payable in shares of Common Stock, par value $.10
(the "Common Stock") of the Corporation.
Such dividends on the Series E Preferred Stock shall be cumulative and shall
rank prior to the Common Stock and any other shares of the capital stock of the
Corporation that are junior to the Series E Preferred Stock so that if such
dividends in respect of any previous or current annual dividend period shall not
have been paid or declared and a sum sufficient for the payment thereof set
apart, the deficiency shall first be fully paid before any dividend or other
distribution shall be paid or declared and set apart for the Common Stock. The
number of shares of Common Stock payable shall be determined by dividing the
aggregate accrued but unpaid Annual Dividend Amounts by the average of the daily
closing price per share of Common Stock, as reported on the NASDAQ National
Market system, for the 30 trading days immediately prior to the Dividend Event
and then multiplying that quotient by the number of shares of Series E Preferred
Stock outstanding as of the date of the Dividend Event. If the total number of
shares of Common Stock payable as a dividend to any holder of Series E Preferred
Stock shall include a fraction, such number shall be rounded downward to the
nearest whole share and the fraction shall be settled in cash. In the event
that a dividend is paid at any time on the Common Stock, a like dividend shall
be accrued on the shares of Common Stock that, upon the occurrence of a Dividend
Event, shall be or become payable as a dividend pursuant to this Section 2(a),
which amount shall be paid when such Common Stock is or becomes payable as a
dividend.
(b) No dividends (other than those payable solely in the Common Stock
of the Corporation) shall be paid on any Common Stock, Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or
any other capital stock of the Corporation during any fiscal year of the
Corporation unless a dividend (including the amount of any dividends paid
currently pursuant to the provisions of Section 2(a)) is paid with respect to
all outstanding shares of Series E Preferred Stock in an amount for each such
share of Series E Preferred Stock equal to or greater than the aggregate amount
of such dividends for all shares of Common Stock into which each such share of
Series E Preferred Stock could then be converted (or, if such payment date is
prior to June 30, 1996 for all shares of Common Stock into which each share of
Series E Preferred Stock would be convertible on such later date).
(c) In the event the Corporation shall declare a distribution (other
than any distribution described in Section 3) payable in securities of other
persons, evidences of indebtedness issued by the Corporation or other persons,
assets (excluding cash dividends) or options or rights to purchase any such
securities or evidences of indebtedness, then, in each such case the holders of
the Series E Preferred Stock shall be entitled to a proportionate share of any
such distribution as though the holders of the Series E Preferred Stock were the
holders of the number of shares of Common Stock of the Corporation into which
their respective shares of Series E Preferred Stock are convertible (inclusive
of Common Stock payable as a dividend) as of the record date fixed for the
determination of the holders of Common Stock of the Corporation entitled to
receive such
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distribution (or, if such record date is prior to June 30, 1996, for all shares
of Common Stock into which each share of Series E Preferred Stock would be
convertible on such later date).
3. LIQUIDATION PREFERENCE.
(a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and subject to the prior
preferences and other rights of any capital stock of the Corporation ranking
senior to the Series E Preferred Stock, the holders of the Series E Preferred
Stock shall be entitled to receive, prior and in preference to any distribution
of any of the assets or funds of the Corporation to the holders of the Common
Stock or any other Series or class of stock which is junior to the Series E
Preferred Stock by reason of their ownership thereof, the amount of $84.745 per
share (as adjusted for any stock dividends, combinations or splits with respect
to such shares), plus (i) the Annual Dividend Amounts then accrued (payable in
shares of Common Stock pursuant to Section 2(a) hereof), and (ii) any other
declared but unpaid dividends on such shares for each share of Series E
Preferred Stock then held by them. If upon the occurrence of such event, the
assets and funds thus distributed among the holders of the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and the Series E Preferred Stock shall be insufficient to permit
the payment to such holders of Series A Preferred Stock, the Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock of the preferential
amount due to them and to such holders of Series E Preferred Stock of the full
aforesaid preferential amount due to them, then the entire assets and funds of
the Corporation legally available for distribution shall be distributed ratably
among the holders of the Series A Preferred Stock, the Series B Preferred Stock,
the Series C Preferred Stock and the Series D Preferred Stock in proportion to
the preferential amount each such holder is otherwise entitled to receive; after
payment to the holders of the Series A Preferred Stock, the Series B Preferred
Stock, the Series C Preferred Stock and the Series D Preferred Stock of the
preferential amount due to them, then the entire remaining assets and funds of
the Corporation legally available for distribution shall be distributed ratably
among the holders of the Series E Preferred Stock.
(b) After payment to the holders of the Series E Preferred Stock of
the amounts set forth in Section 3(a) above, and subject to the prior
preferences and other rights of any capital stock of the Corporation ranking
senior to the Series E Preferred Stock, the entire remaining assets and funds of
the Corporation legally available for distribution, if any, shall be distributed
among the holders of (i) the Common Stock, (ii) any other Series or class of
stock which is junior to the Series E Preferred Stock, and (iii) the Series A
Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock
in accordance with the respective terms and provisions thereof.
(c) For purposes of this Section 3, (i) any acquisition of the
Corporation by means of merger or consolidation with or into another corporation
or other form of corporate reorganization in which outstanding shares of the
Corporation are exchanged for cash, securities or other consideration issued, or
caused to be issued, by the acquiring corporation or its parent or subsidiary
and (ii) any sale of all or substantially all of the assets of the Corporation,
shall, at the option of the holders of the Series E Preferred Stock, be treated
as a liquidation, dissolution or winding up of the Corporation and each holder
of Series E Preferred Stock shall have the right to exercise the Conversion
Rights prior to any such event as provided in Section 5(a);
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(d) Whenever the distribution provided for in this Section 3 shall be
payable in securities or property other than cash, the value of such
distribution shall be the fair market value of such securities or other property
as determined in good faith by the Board of Directors.
4. VOTING RIGHTS: RESTRICTIONS AND LIMITATIONS.
(a) The holders of Series E Preferred Stock shall have no voting
rights, except for those matters on which a vote of the holders of Series E
Preferred Stock is required by law and except as set out below.
(b) Without limiting the rights of the holders of Series E Preferred
Stock to vote as a class, as required by law, the Corporation shall not, without
first obtaining the approval of holders of greater than sixty-six and two-thirds
percent (66 2/3%) of such shares of Series E Preferred Stock outstanding:
(i) amend or repeal any provision of, add any provision to, or
take any corporation action otherwise altering the Corporation's Certificate of
Incorporation or Bylaws which would alter or change the preferences, rights,
privileges or powers of, or the restrictions provided for the benefit of, the
holders of Series E Preferred Stock so as to affect such holders adversely;
(ii) reclassify any Common Stock or any other Series or class of
stock which is junior to the Series E Preferred Stock into shares having any
preference or priority as to dividends or assets superior to or on a parity with
the Series E Preferred Stock;
(iii) apply any of its assets to the redemption, retirement,
purchase or other acquisition directly or indirectly, through subsidiaries or
otherwise, of any shares of Common Stock or any other Series or class of stock
which is junior to the Series E Preferred Stock, except upon conversion of any
convertible security in accordance with its terms or repurchases from employees
of the Corporation upon termination of employment or pursuant to the
Corporation's rights of first refusal; or
(iv) increase the number of shares of Series E Preferred Stock
beyond those authorized by this Certificate of Designations or issue any shares
of Series E Preferred Stock to any person other than pursuant to the Agreement
for Purchase and Sale of Stock dated as of December 30, 1993 among the
Corporation, The Continental Corporation, Pacific Insurance Company and
Insurnet, Incorporated (a copy of which is on file at the offices of the
Corporation); or
(v) issue any shares of any capital stock having any preference
or priority as to dividends or assets superior to or on a parity with the Series
E Preferred Stock (other than the issuance of up to 16,577 shares of Series D
Preferred Stock in exchange, on a share for share basis, for the outstanding
Series A Preferred Stock, which shares of Series A Preferred Stock will then be
canceled, retired and eliminated from the shares which the Corporation shall be
authorized to issue and other than up to 75,000 shares of Series C Preferred
Stock) or amend the existing terms of any outstanding preferred stock so as to
add any terms having such a preference or priority.
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5. CONVERSION.
The holders of the Series E Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):
(a) RIGHT TO CONVERT. Each share of Series E Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after June 30,
1996, or at any time upon any liquidation, dissolution or winding up of the
Corporation within the meaning of Section 3 above, or upon the occurrence of any
of the events specified in Section_3(c) above, at the office of the Corporation
or any transfer agent for such stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing (L) $84.745,
plus (1) an amount equal to the Annual Dividend Amounts then accrued and unpaid
thereon which are payable in shares of Common Stock pursuant to Section 2(a)
hereof, and (2) any other declared but unpaid dividends on such shares by (M)
the Series E Conversion Price applicable to such share, determined as
hereinafter provided, in effect on the date the certificate is surrendered for
conversion pursuant to this Section 5(a) or automatically converted pursuant to
Section 5(b), as the case may be. The price at which shares of Common Stock
shall be deliverable upon conversion of shares of the Series E Preferred Stock
(the "Series E Conversion Price") shall be based upon the average of the daily
closing price per share, as reported on the NASDAQ National Market System, for
the thirty (30) trading days immediately prior to the date the certificate is
surrendered for conversion; PROVIDED, HOWEVER, the maximum number of shares of
Common Stock into which each share of Series E Preferred Stock may be converted
at any time (the "Maximum Conversion Rate") is (P) $84.745 plus (1) an amount
equal to the Annual Dividend Amounts then accrued and unpaid thereon which are
payable in shares of Common Stock pursuant to Section 2(a) hereof, and (2) any
other declared but unpaid dividends on such shares divided by (Q) the Maximum
Conversion Rate Trigger Price, determined as hereinafter provided, on the date
the certificate is surrendered for conversion pursuant to this Section 5(a) or
automatically converted pursuant to Section 5(b), as the case may be; FURTHER
PROVIDED, that the minimum number of shares of Common Stock into which each
share of Series E Preferred Stock may be converted at any time (the "Minimum
Conversion Rate") is (s) $84.745 plus (1) an amount equal to the Annual Dividend
Amounts then accrued and unpaid thereon which are payable in shares of Common
Stock pursuant to Section 2(a) hereof, and (2) any other declared but unpaid
dividends on such shares divided by (r) the Minimum Conversion Rate Trigger
Price, as determined as hereinafter provided, on the date the certificate is
surrendered for conversion pursuant to this Section 5(a) or automatically
converted pursuant to Section 5(b), as the case may be. The "Maximum Conversion
Rate Trigger Price," as used herein, shall initially be $4.00, and shall be
subject to adjustment as hereinafter provided. The "Minimum Conversion Rate
Trigger Price," as used herein, shall initially be $8.00, and shall be subject
to adjustment as hereinafter provided.
(b) AUTOMATIC CONVERSION. Each share of Series E Preferred Stock, if
not theretofore converted, shall automatically be converted on December 30, 1998
(the "Automatic Conversion Date") into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing (X) $84.745
plus (1) an amount equal to the Annual Dividend Amounts then accrued and unpaid
thereon which are payable in shares of Common Stock pursuant to Section 2(a)
hereof, and (2) any other declared but unpaid dividends on such shares by (Y)
the average of the daily closing price per share, as reported on the NASDAQ
National Market System, for the thirty (30) trading days immediately prior to
the Automatic Conversion Date, but not in excess of the Maximum Conversion Rate
and not below the Minimum Conversion Rate.
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(c) MECHANICS OF CONVERSION. In the case of any conversion pursuant
to Section 5(a) hereof, before any holder of Series E Preferred Stock shall be
entitled to convert the same into shares of Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for such stock, and shall give written
notice to the Corporation at such office that he elects to convert the same and
shall state therein the name or names in which he wishes the certificate or
certificates for shares of Common Stock to be issued. In the case of a
conversion Pursuant to Section 5(b) hereof, the certificate for the shares of
Common Stock to be issued shall be registered in the name of the holder or in
such other name or names as the holder otherwise notifies the Corporation. The
Corporation shall, as soon as practicable after any conversion, issue and
deliver at such office to such holder of Series E Preferred Stock, a certificate
or certificates for the number of shares of Common Stock to which he shall be
entitled as aforesaid and in payment of any dividends payable in Common Stock,
together with any other dividends to which such holder shall be entitled. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of surrender of the shares of Series E Preferred Stock to
be converted, in the case of a conversion pursuant to Section 5(a) hereof, and
on the Automatic Conversion Date, in the case of a conversion pursuant to
Section 5(b) hereof, and the person or persons entitled to receive the shares of
Common Stock issuable upon any such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date.
(d) ADJUSTMENTS TO TRIGGER PRICES FOR STOCK DIVIDENDS; COMBINATIONS
OR SUBDIVISIONS OF COMMON STOCK. In the event that the Corporation at any time
or from time to time after the date on which the Series E Preferred Stock is
first issued shall declare or pay any dividend on the Common Stock (or on any
other series or class of stock which is junior to the Series E Preferred Stock)
payable in Common Stock or in any right to acquire Common Stock for no
consideration, or shall effect a subdivision of the outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock split,
reclassification or otherwise than by payment of a dividend in Common Stock or
in any right to acquire Common Stock), or in the event the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then the Series E
Conversion Price, the Maximum Conversion Rate Trigger Price and the Minimum
Conversion Rate Trigger Price in effect immediately prior to such event shall,
concurrently with the effectiveness of such event, be proportionately decreased
or increased, as appropriate. In the event that the Corporation shall declare
or pay any dividend on the Common Stock (or on any other series or class of
stock which is junior to the Series E Preferred Stock) payable in any right to
acquire Common Stock for no consideration, then the Corporation shall be deemed
to have made a dividend payable in Common Stock in an amount of shares equal to
the maximum number of shares issuable upon exercise of such rights to acquire
Common Stock.
In the event the Corporation makes any adjustment to the number of
shares issuable upon conversion of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock or the Series D Preferred Stock
and is not otherwise required by the preceding terms of this Section 5(d) to
make corresponding adjustments to the Series E Conversion Price, the Maximum
Conversion Rate Trigger Price and the Minimum Conversion Rate Trigger Price,
then the Series E Conversion Price, the Maximum Conversion Rate Trigger Price
and the Minimum Conversion Rate Trigger Price in effect immediately prior to
such adjustment shall, concurrently with the effectiveness of such adjustment,
be proportionately decreased or increased, as appropriate; provided, however
that no such adjustment pursuant to the terms of this sentence shall reduce the
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Maximum Conversion Rate Trigger Price to an amount less than $3.50 and provided
further that no such adjustment shall be required as a result of the issuance of
the shares of Series C Preferred Stock and Series D Preferred Stock permitted by
Section 4(b)(v).
(e) NO IMPAIRMENT. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series E Preferred Stock against impairment.
(f) CERTIFICATES AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Series E Conversion Price, the Trigger Price
(and Maximum Conversion Rate and Minimum Conversion Rate) pursuant to this
Section 5, the Corporation at its expense shall promptly compute such adjustment
or readjustment in accordance with the terms hereof and prepare and furnish to
each holder of Series E Preferred Stock a certificate executed by the
Corporation's President or Chief Financial Officer setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of a holder of Series E Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Series E Conversion Price, the Maximum Conversion Rate
Trigger Price, the Minimum Conversion Rate Trigger Price and Maximum Conversion
Rate and Minimum Conversion Rate for the Series E Preferred Stock at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of
other property which at the time would be received upon the conversion of the
Series E Preferred Stock.
6. REDEMPTION.
(a) All, or any part, of the Series E Preferred Stock may be redeemed
at any time after the day on which such shares are first issued, by payment in
cash of $84.745 per share plus (1) an amount equal to the Annual Dividend
Amounts then accrued and unpaid thereon and (2) any other declared but unpaid
dividends on such shares.
(b) The Corporation shall, not less than 30 nor more than 60 days
prior to the date for the redemption of the Series E Preferred Stock (the
"Redemption Date"), give written notice (the "Redemption Notice") to each holder
of record of Series E Preferred Stock. The Redemption Notice shall state:
(i) The total number of shares of Series E Preferred Stock being
redeemed;
(ii) The number of shares of Series E Preferred Stock held by the
holder which the Corporation intends to redeem;
(iii) The Redemption Date and the amount payable pursuant to
Section 6(a) (the "Applicable Redemption Price"); and
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(iv) The time and manner in, and place at which, the holder is to
surrender to the Corporation its certificate or certificates representing the
shares of Series E Preferred Stock to be redeemed.
(c) On or before the Redemption Date, each holder of Series E
Preferred Stock to be redeemed, unless the holder has exercised its right to
convert the shares to be redeemed as provided in Section 5 prior to the giving
of the Redemption Notice, shall surrender the certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Redemption Notice, and thereupon the Applicable Redemption
Price for such shares shall be payable to the order of the person whose name
appears on such certificate or certificates as the owner thereof, and each
surrendered certificate shall be cancelled and retired.
(d) If the Redemption Notice is duly given, and if on the Redemption
Date the Applicable Redemption Price is paid or made available for payment,
then, notwithstanding that the certificates evidencing any of the shares of
Series E Preferred Stock have not been surrendered, the dividends with respect
to such shares shall cease to accrue after the Redemption Date and all rights
with respect to such shares shall forthwith after the Redemption Date cease and
terminate, except only for the right of the holders to receive the Applicable
Redemption Price without interest upon surrender of their certificates therefor
as aforesaid.
(e) If less than all outstanding shares of Series E Preferred Stock
are to be redeemed, the number of shares redeemed from each holder shall be pro
rated based on the number of shares held by such holder and the number of shares
then outstanding.
7. MISCELLANEOUS.
(a) ISSUE TAXES. The Corporation shall pay any and all issue and
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of Series E Preferred Stock or on payment of any
dividend payable in shares of Common Stock pursuant hereto; provided, however,
that the Corporation shall not be obligated to pay any transfer taxes resulting
from any transfer request by any holder in connection with any conversion or
income taxes or taxes measured by income of a holder of Series E Preferred
Stock.
(b) RESERVATION OF STOCK. The Corporation shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series E
Preferred Stock and to pay any dividend payable in shares of Common Stock, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of the Series E Preferred Stock
and to pay any dividend payable in shares of Common Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of the Series
E Preferred Stock and to pay any dividend payable in shares of Common Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to this Certificate.
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(c) FRACTIONAL SHARES. No fractional share shall be issued upon the
conversion of any share or shares of Series E Preferred Stock or payment of any
dividend payable in shares of Common Stock. All shares of Common Stock
(including fractions thereof) issuable upon conversion of more than one share of
Series E Preferred Stock by a holder thereof or payable as a dividend to a
holder of more than one share of Series E Preferred Stock shall be aggregated
for purposes of determining whether the conversion or payment would result in
the issuance of any fractional share. If, after the aforementioned aggregation,
the conversion or payment would result in the issuance of a fraction of a share
of Common Stock, the Corporation shall, in lieu of issuing any fractional share,
pay the holder otherwise entitled to such fraction a sum in cash equal to the
fair market value of such fraction on the date of conversion or payment (as
determined by reference to the average of the high and low stock price quoted in
THE WALL STREET JOURNAL or as reported on NASDAQ for the day immediately prior
to such conversion or payment).
(d) PARTIAL CONVERSION OR REDEMPTION. In the event some but not all
of a holder's shares represented by any certificate for Series E Preferred Stock
are converted or redeemed, the Corporation shall execute and deliver to such
holder a certificate or certificates registered in such holder's name or such
name or names as such holder directs, for the number of shares of Series E
Preferred Stock which was not converted or redeemed.
(e) NOTICES. Any notice required by the provisions of this
Certificate of Designations to be given to the holders of shares of Series E
Preferred Stack shall be deemed given if deposited in the United States
Certified first class or express mail, postage prepaid, and addressed to each
holder of record at his address appearing on the books of the Corporation.
(f) NOTICES OF RECORD DATE. In the event that the Corporation shall
propose at any time: (i) to declare any dividend or distribution upon its Common
Stock, whether in cash, property, stock or other securities, whether or not a
regular cash dividend and whether or not out of earnings or earned surplus; (ii)
to offer for subscription pro rata to the holders of any class or series of its
stock any additional shares of stock of any class or series or other rights;
(iii) to effect any reclassification or recapitalization of its Common Stock
outstanding involving a change in the Common Stock; or (iv) to merge or
consolidate with or into any other corporation, or sell, lease or convey all or
substantially all of its assets, or to liquidate, dissolve or wind up; then, in
connection with each such event, the Corporation shall send to the holders of
Series E Preferred Stock:
(1) at least twenty (20) days' prior written notice of the date
on which a record shall be taken for such dividend, distribution or subscription
rights (and specifying the date on which the holders of Common Stock shall be
entitled thereto) or for determining rights to vote, if any, in respect of the
matters referred to in (iii) and (iv) above; and
(2) in the case of the matters referred to in (iii) and (iv)
above, at least twenty (20) days' prior written notice of the date when the same
shall take place (and specifying the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event).
8. NO REISSUANCE OF PREFERRED STOCK.
No share or shares of Series E Preferred Stock, Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock
acquired by the Corporation by reason
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of redemption, purchase, conversion or otherwise shall be reissued, and all such
shares shall be canceled, retired and eliminated from the shares which the
Corporation shall be authorized to issue.
IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the Corporation by its President and attested by its Secretary as of July 24,
1995.
/s/ M. Denis Connaghan
---------------------------------------
President
Attest:
/s/ John R. Sprieser
- -----------------------------
Secretary
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EXHIBIT 4.7
DELPHI INFORMATION SYSTEMS, INC.
1989 STOCK PURCHASE PLAN
(AS AMENDED EFFECTIVE JULY 14, 1995)
Section 1. PURPOSE
This Employee Stock Purchase Plan (the "Plan") is intended to advance the
interests of Delphi Information Systems, Inc. (the "Company") and its
stockholders by strengthening the Company's ability to attract and retain
employees who have training, experience and ability to enhance the profitability
of the Company and to reward employees of the Company and its subsidiaries upon
whose judgment, initiative and effort the successful conduct and development of
their business largely depend. It is further intended that options issued
pursuant to this Plan shall constitute options issued pursuant to an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code").
Section 2. ADMINISTRATION
The Plan shall be administered by the Board of Directors, which may from
time to time delegate all or any part of its authority under the Plan to a
committee of not less than three Directors appointed by the Board of Directors.
The members of the committee shall be "disinterested persons" within the meaning
of that term in Rule 16b-3 of the Securities and Exchange Commission (or any
successor rule to the same effect). To the extent of such delegation,
references in the Plan to the Board of Directors shall also refer to the
committee. The majority of the committee shall constitute a quorum, and the
action of a majority of the members of the committee present at any meeting at
which a quorum is present, or acts unanimously approved in writing, shall be the
acts of the committee.
The interpretation and construction by the Board of Directors of any
provision of the Plan or of any option granted under it shall be final. The
Board of Directors may establish any policies or procedures which in the
discretion of the Board are relevant to the operation and administration of the
Plan and may adopt rules for the administration of the Plan. No member of the
Board of Directors or any committee to which it may have delegated its authority
under the Plan shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.
Section 3. ELIGIBILITY
All employees (as defined below) of the Company or of any subsidiary of the
Company who are employed by the Company or by a subsidiary of the Company for 1
month or more on the date of any grant of options pursuant to the Plan shall be
offered options under the Plan to purchase the Company's Common Stock, par value
$0.10 per share ("Common Stock"), except that no employee shall be granted an
option under the Plan if, immediately after the option was granted, such
employee would own stock possessing 5
<PAGE>
percent or more of the total combined voting power or value of all classes of
stock of the Company or of any subsidiary of the Company. For purposes of this
paragraph, stock ownership of an individual shall be determined under the rules
of Section 425(d) of the Code, and stock which the employee may purchase under
outstanding options shall be treated as owned by the employee.
For purposes of the Plan, the term "employee" shall not include an employee
whose customary employment is less than 20 hours per week. For purposes of the
Plan, the term "subsidiary" shall mean any corporation which the Company
controls, through one or more intermediaries, by ownership or 50 percent or more
of such corporation's outstanding voting securities.
Section 4. STOCK
The stock subject to the options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. The aggregate number of
shares which may be purchased under the Plan shall not exceed 1,800,000 shares
of Common Stock. In the event that the number of shares subject to options to
be granted pursuant to any offering under the Plan exceeds the number of shares
available to be purchased under the Plan, the shares available to be purchased
shall be allocated on a pro rata basis among the options to be granted.
Section 5. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be evidenced by agreements in
such form as the Board of Directors shall from time to time approve, provided
that all employees granted such options shall have the same rights and
privileges (except as otherwise provided in subparagraphs (a) and (e) below),
and provided further that such options shall comply with and be subject to the
following terms and conditions;
(a) NUMBER OF SHARES. Each option granted hereunder shall state the
number of shares to which it pertains, which number shall be specified, prior to
the date of granting of such option, by the employee to whom such option is
offered, in accordance with uniform policies and procedures established by the
Board of Directors; provided, however, that the number of shares to which any
option may pertain shall not exceed a maximum number to be computed in
accordance with the following formula:
An eligible employee may elect to be granted an option to purchase up
to the number of shares, 85 percent of the fair market value of which
on the date of grant of the option is equal to 10 percent of the basic
compensation (as hereinafter defined) earned by the employee. If the
number of shares computed in accordance with the foregoing includes a
fraction, such number shall be rounded down to the next whole number.
For purposes of this paragraph, the term "basic compensation" is the
yearly cash compensation of
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the employee (assuming equal payments over a 12-month period) excluding,
without limitation, any bonuses or awards under the Company's management
incentive program or its Cash Option Profit Sharing Plan, but including any
quotas set in connection with any sales incentive compensation plan, to be
determined as of the pay period immediately preceding a date 30 days prior
to the date of grant of such option.
Notwithstanding the above, the Board of Directors shall, in its discretion,
have the authority to exclude, with respect to all employees, any other form of
compensation from the definition of "basic compensation," provided such
exclusion shall comply with Section 423(b)(5) of the Code. In addition, the
Board of Directors shall, in determining the number of shares subject to an
option, have the authority, prior to the date of grant of such option, to adjust
the percentage to a percentage from 1 percent to 10 percent, both inclusive.
Further, the Board of Directors may, in its discretion, prior to any offering
pursuant to the Plan, set a maximum aggregate number of shares (subject to
Section 4 of the Plan) which may be purchased under options granted pursuant to
the offering. In the event employees elect to purchase shares in excess of such
maximum number, the number of shares purchased by employees under each such
option shall be reduced on a pro rata basis.
(b) OPTION PRICE. Each option shall state the option price, which shall be
an amount equal to 85 percent of the fair market value of the shares of Common
Stock on the date of the granting of the option or 85 percent of the fair market
value of such stock on the exercise date (as defined in Section 5(d) of the
Plan), whichever is less. During such time as the Common Stock is quoted as a
National Market Issue on the National Association of Securities Dealers
Automated Quotation System, the fair market value per share shall be the closing
price of the Common Stock as quoted by NASDAQ on the last trading day before the
day the option is granted. If the Common Stock is listed on a national
securities exchange or exchanges, such fair market value shall be the highest
closing price of the Common Stock on such securities exchange or exchanges on
the day the option is granted or, if no sale of the Common Stock shall have been
made on any securities exchange on that day, on the next preceding day on which
there was a sale of such stock. Subject to the foregoing, the Board of
Directors shall have full authority and discretion in fixing the option price.
(c) MEDIUM AND TIME OF PAYMENT. The option price shall be payable in full
in United States dollars, pursuant to uniform policies and procedures
established by the Board of Directors, not later than the exercise date (as
defined in Section 5(d) of the Plan) of such option. The funds required for
such payment shall be derived by regular withholding from an employee's
compensation in approximately equal installments over the term of the option.
Any funds withheld from an employee's compensation in excess of the actual
option price shall be refunded to the employee. No interest shall accrue on the
employee funds held by the Company. An employee shall have the right at any
time to terminate the withholding from his compensation of amounts to be paid
toward the option price, or to decrease the amount so withheld, by submitting a
written request to the Company. An
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<PAGE>
employee shall have the right to cancel his option in whole or in part and to
obtain a refund of amounts withheld from his compensation by the Company by
submitting a written request to the Company which must be received by the
Company prior to the exercise date. Such amounts shall thereafter be paid to
the employee within a reasonable period of time. No interest shall accrue on
such amounts.
(d) TERM OF OPTION. The date on which the Common Stock to which an option
pertains is to be purchased by the optionee (the "exercise date") shall be the
last day of the term of the option, except as otherwise provided in the Plan.
The Board of Directors shall establish the term of each option granted
hereunder, which shall not be more than 1 year or less than 3 months from the
date of grant; PROVIDED, HOWEVER, (i) that options granted hereunder on August
1, 1994, may have a term of up to 15 months from the date of grant, as
determined by the Board of Directors in its sole discretion, and (ii) that all
options granted to employees pursuant to any offering hereunder must be for the
same term. Except to the extent an option has been cancelled by the optionee
prior to the exercise date, it shall be deemed automatically exercised on the
exercise date to the extent of payments received from the optionee.
(e) ACCRUAL LIMITATION. No option shall permit the rights of an optionee
to purchase stock under all "employee stock purchase plans" (as defined in the
Code) of the Company to accrue at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time the option is granted) for each
calendar year in which the option is outstanding at any time. For purposes of
this Section 5(e) -- (i) the right to purchase stock under an option accrues
when the option (or any portion thereof) first becomes exercisable during the
calendar year, (ii) the right to purchase stock under an option accrues at the
rate provided in the option, but in no case may such rate exceed $25,000 of fair
market value of such stock (determined at the time such option is granted) for
any one calendar year and (iii) a right to purchase stock which has accrued
under an option granted pursuant to the Plan may not be carried over to any
other option.
(f) TERMINATION OF EMPLOYMENT. In the event that an optionee shall cease
to be employed by the Company or any subsidiary of the Company for any reason
(including death) before the exercise date, such optionee's right to have his
option exercised shall be terminated. Any amounts withheld from the optionee's
compensation for purposes of the Plan shall be refunded. No interest shall
accrue on such amount.
(g) TRANSFER OF OPTION. No option shall be transferable by an optionee.
(h) ADJUSTMENTS. The Board of Directors may make or provide for such
adjustments in the option price and in the number or kind of shares of the
Common Stock or other securities covered by outstanding options as the Board of
Directors in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of optionees
that would otherwise result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
4
<PAGE>
structure of the Company, (ii) any merger, consolidation, separation,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase stock, or (iii) any other corporate transaction or event having an
effect similar to any of the foregoing. The Board of Directors may also make or
provide for such adjustments in the number or kind of shares of the Common Stock
or other securities which may be sold under the Plan as the Board of Directors
in its sole discretion, exercised in good faith, may determine is appropriate to
reflect any transaction or event described in clause (i) of the preceding
sentence.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell or transfer all or any part of
its business or assets.
(i) RIGHTS AS A STOCKHOLDER. An optionee shall have no rights as a
stockholder with respect to any Common Stock covered by his option until the
exercise date following payment in full. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date of such exercise, except as provided in Section 5(h) of the Plan.
(j) NONDISTRIBUTION PURPOSE. Unless the Common Stock subject to options
under the Plan is registered under the Securities Act of 1933, as amended (the
"Securities Act"), each option under the Plan shall be granted on the condition
that the purchases of stock thereunder shall be not with a view to resale or
distribution or any participation therein. Resales of such stock without
registration under the Securities Act may not be made unless, in the opinion of
counsel for the Company, such resale is permissible under the Securities Act and
any other applicable law, regulation or rule of any governmental agency.
(k) OTHER PROVISIONS. The option agreements authorized under the Plan
shall contain such other provisions as the Board of Directors of the Company
shall deem advisable, provided that no such provisions may in any way be in
conflict with the terms of the Plan.
Section 6. TERM OF PLAN
Options shall be granted pursuant to the Plan within a period of 10 years
from the date the Plan is adopted by the Board of Directors.
Section 7. AMENDMENT OF THE PLAN
The Plan may be amended from time to time by the Board of Directors of the
Company, but without further approval of the stockholders, no such amendment
shall increase the aggregate number of shares of Common Stock that may be issued
and sold under the Plan (except that adjustments authorized by the last sentence
of the first paragraph of Section 5(h) of the Plan shall not be limited by this
provision) or change the
5
<PAGE>
designations in Section 3 of the class of employees
eligible to receive options. Furthermore, the Plan may not, without further
approval of the stockholders, be amended in any manner that would cause options
issued under it to fail to meet the requirements applicable to "employee stock
purchase plans" as defined in Section 423 of the Code or cause Rule 16b-3 of the
Securities and Exchange Commission (or any successor rule to the same effect) to
cease to be applicable to the Plan.
Section 8. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan shall be used for general corporate purposes.
Section 9. APPROVAL OF STOCKHOLDERS
The Plan shall not take effect until approved by the holders of a majority
of the votes cast by the holders of Common Stock at a meeting at which a quorum
representing a majority of the outstanding Common Stock is present in person or
by proxy, which approval must occur within the period of 12 months before and 12
months after the date the Plan is adopted by the Board of Directors.
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EXHIBIT 5
SCHIFF HARDIN & WAITE
A Partnership Including Professional Corporations
7200 Sears Tower, Chicago, Illinois 60606-6473
Telephone (312) 876-1000 Facsimile (312) 258-5600
Writer's Direct Dial Number
(312) 258-5633
September 22, 1995
Delphi Information Systems, Inc.
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
Ladies and Gentlemen:
We have acted as counsel for Delphi Information Systems, Inc., a Delaware
corporation (the "Company"), in connection with the Delphi Information Systems,
Inc. 1989 Stock Purchase Plan, as amended effective July 14, 1995 (the "Plan").
We have examined such documents, records and matters of law as we have deemed
necessary for the purposes of this opinion, and based thereon, we are of the
opinion that the shares of the Company's Common Stock, par value $.10 per share,
that may be issued and sold pursuant to the Plan have been duly authorized and
will be validly issued, fully paid and nonassessable when issued and sold in
accordance with the Plan.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 that is being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
SCHIFF HARDIN & WAITE
By /s/ W. Brinkley Dickerson, Jr.
------------------------------
W. Brinkley Dickerson, Jr.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 24,
1995, included in Delphi Information Systems, Inc.'s Form 10-K for the year
ended March 31, 1995, and to all references to our firm included in this
registration statement.
/s/Arthur Anderson LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
September 20, 1995
