<PAGE>
Registration No. 33-62427
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SECURITIES AND EXCHANGE COMMISSION
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 Identification No.)
incorporation or organization)
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
(708)506-3100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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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, including zip code, and telephone number,
including area code, of agent for service)
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Copies of communications to:
W. BRINKLEY DICKERSON, JR.
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
(312)876-1000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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/
<TABLE>
<CAPTION>
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Calculation of Registration Fee
<S> <C> <C> <C>
Title of each class of Proposed maximum Proposed maximum
securities Amount to offering price per aggregate offering Amount of
to be registered be registered share(1) price (1) registration fee
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Common Stock,
par value 714,280 $2.2188 $1,584,844.64 $546.50
$.10 per share shares
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<FN>
(1) Estimated solely for purposes of calculating the registration fee under
Rule 457(c) on the basis of the average of the high and low sale prices
reported on NASDAQ on August 31, 1995.
</TABLE>
<PAGE>
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This registration statement shall hereafter become effective in
accordance with the provisions of Section 8(a) of the Securities Act of 1933.
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<PAGE>
714,280 Shares
DELPHI INFORMATION SYSTEMS, INC.
COMMON STOCK
Par Value $.10 Per Share
--------------------------
This Prospectus relates to up to 714,280 shares (the "Shares") of Common
Stock, par value $.10 per share ("Common Stock"), of Delphi Information Systems,
Inc., a Delaware corporation (the "Company"), which may be offered and sold by
the selling stockholders named herein (the "Selling Stockholders") pursuant to
this Prospectus from time to time. The Shares have been acquired from the
Company under an Agreement and Plan of Reorganization and Merger dated as of
December 10, 1993, among the Company, Mountain Systems International, Inc.
("Mountain Systems"), MS International Acquisition Corporation and the
shareholders of Mountain Systems. The Company will receive no part of the
proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Stockholders may be effected
by means of ordinary brokers' transactions on the National Association of
Security Dealers Automated Quotation System ("NASDAQ"), sales to securities
dealers acting as principal, or direct sales to purchasers. See "Plan of
Distribution."
The total expenses of this registration (excluding commissions, if any)
are estimated at $12,546.50. The Company will pay all such expenses. The
Company has agreed to indemnify the Selling Stockholders against certain,
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
See "Selling Stockholders."
The Common Stock is traded as a national market security on NASDAQ
under the symbol "DLPH." The average of the bid and ask prices for the
Common Stock on September 26, 1995, was $2.50.
PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CAREFULLY CONSIDER THE
FACTORS SET FORTH UNDER "RISK FACTORS."
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED 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 September 28, 1995.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities covered by this
Prospectus in any state to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the facts herein set forth since the date hereof; however, in
the event of any material adverse or fundamental change, this Prospectus will be
amended or supplemented to reflect such change.
RISK FACTORS
The Company's operations are subject to a number of risks, some of which
are summarized below. Accordingly, in addition to the other information in this
Prospectus, the following factors should be considered carefully in evaluating
an investment in the Shares:
OPERATING LOSSES. The Company has experienced losses in two of its last
three years. The Company attributes these losses primarily to a soft market for
insurance agency automation equipment by reason of the relatively lower
profitability of independent agencies during the last three years as compared
with earlier periods. The Company has taken steps to reduce costs, strengthen
its management and to improve its market share so as to be in a position to
achieve greater profitability as market conditions improve, but no assurances
can be given that those steps will achieve the intended results. Continued
operating losses could impair the Company's liquidity and jeopardize its ability
to continue in business.
VARIABILITY OF QUARTERLY RESULTS. The Company's revenues can fluctuate
from quarter to quarter depending upon, among other things, such factors as
overall trends in the economy, new product introductions by the Company and by
other software vendors, and customer buying patterns. Because the Company
typically ships systems within a short period after the orders are received and
therefore maintains a relatively small backlog, any weakening in customer demand
can have an almost immediate adverse impact on revenues and operating results.
Moreover, a substantial portion of the revenues for each quarter is attributable
to a limited number of orders and tends to be realized towards the end of the
quarter. Thus, even short delays or deferrals of sales near the end of a
quarter can cause quarterly revenues to fluctuate substantially.
ACQUISITIONS. The Company completed one substantial acquisition and
three smaller acquisitions during fiscal 1993 and completed one substantial
acquisition and one smaller acquisition during Fiscal 1994. Acquisitions
involve numerous risks, including difficulties in the assimilation of the
operations and products of the acquired companies, the diversion of management's
attention from other business concerns, risks of entering markets in which the
Company has no or limited direct prior experience, and potential loss of key
employees of the acquired company. In addition, acquisitions may involve
significant charges to earnings.
DEPENDENCE ON INSURANCE INDUSTRY. Virtually all of the Company's
products and services are directed to the property and casualty insurance
industry, primarily to independent agencies within that industry. As a result,
any decrease in commissions paid by the property and casualty insurance industry
to its independent agents could have an adverse impact on the business of the
Company.
COMPETITION. The market for automation systems for independent agents
is highly competitive and rapidly changing. The Company believes its principal
competition stems from independent companies that provide similar systems and
from insurance carriers that sponsor the development of automation systems for
agents and brokers with whom they have business relationships. Many of the
Company's actual and potential competitors have substantially greater financial,
marketing and technical resources than the Company. Furthermore, competitive
pressures could cause the Company's products to lose market acceptance or result
in price reductions that would adversely affect the Company's business.
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PRODUCT DEVELOPMENT AND CHANGING TECHNOLOGY. The Company's success will
depend in part on its ability to develop product enhancements and new products
that keep pace with continuing changes in computer hardware and software
technology and satisfy the needs of its customers. In addition, the Company
must address important computer technology trends, including the emergence of
industry standards for computer systems. There can be no assurance that the
Company will be successful in developing product enhancements and new products
to adequately address changing technologies, that it can introduce such products
to the marketplace on a timely basis, or that its new or enhanced products will
be successful in the marketplace.
PROPRIETARY RIGHTS. The Company regards its applications software as
proprietary and attempts to protect it with copyrights, trade secret laws and
restrictions on disclosure and transferring title. Despite these precautions,
it may be possible for third parties to copy aspects of the Company's products
or to obtain and use information the Company regards as proprietary without
authorization. Computer software generally is not patented, and existing
copyright laws afford only limited practical protection.
DEPENDENCE ON QUALIFIED PERSONNEL. The Company's success depends on
retaining the services of its current management, technical, sales and other
personnel and on its ability to continue to attract and retain qualified
employees. Competition for management, technical, sales and other qualified
personnel is intense. Although the Company provides incentives to retain its
employees, most personnel are employed at will and there can be no assurance
that the Company will be able to retain its employees or attract new qualified
personnel if required.
HARDWARE DISTRIBUTORSHIPS. A significant portion of the Company's
software is designed to operate on hardware supplied by International Business
Machines Corporation. The Company acts as a distributor for IBM and certain
other hardware manufacturers. Sales of hardware pursuant to these
distributorships as a part of a complete system or upgrades historically have
accounted for a significant percentage of the Company's operating profits.
Intense competition among hardware manufacturers has in recent periods adversely
affected revenues and, to a lesser extent, profit margins on certain items
distributed by the Company. In addition, delays in hardware shipments by the
manufacturer can delay recognition of revenues and profits from customer orders.
SHARES HELD BY DIRECTORS AND OFFICERS; CHARTER PROVISIONS. Upon
completion of this offering the directors and executive officers of the Company
will own or control Common Stock or Common Stock equivalents (options, warrants
and convertible securities) equal to a maximum of 33 percent of the outstanding
shares of Common Stock. The voting power represented by those shares might
enable the holders to determine whether various proposals submitted to
stockholders (including possible proposals to acquire the Company) are adopted
or defeated. The views of such holders on the desirability of such proposals
might not coincide with those of other stockholders. Certain charter provisions
could have the effect of delaying or preventing a change in control of the
Company. See "Description of Capital Stock--Preferred Stock." In addition, the
Company's charter eliminates the personal monetary liability of its directors
for breach of their duty of care.
MARKET FOR COMMON STOCK. The Company's Common Stock is traded on
NASDAQ's market system. Trading volume is small (an average of about 605,724
shares per month during fiscal 1995). The number of shares of Common Stock that
potentially may be offered in the market is substantial in relation to this
historical trading volume. The number of shares of Common Stock covered by this
Prospectus is 714,280. Additionally, there were outstanding at July 31, 1995,
options and warrants then exercisable to purchase an aggregate of 461,040 shares
of Common Stock at prices below the market price on that date. Furthermore, the
Company's optionees historically have sold all or a part of their optioned
shares promptly after exercise. The attempted disposition of all or a
substantial portion of these shares in the NASDAQ market within a short period
of time might substantially depress market prices.
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<PAGE>
THE COMPANY
The Company is a leading provider of automation systems and services for
independent property and casualty insurance agencies and brokerages
("independent agencies") in North America. The Company develops, markets and
supports computer applications software systems that automate independent
agencies, including the areas of sales management, policy and claims
administration, accounting, financial reporting, rating and electronic interface
with the computers of insurance carriers. The Company also provides proprietary
software and services that help insurance carriers rate and quote insurance
products and distribute such rating data to agencies with which the Company has
a relationship. In addition, the Company markets and supports the hardware
necessary to operate its proprietary software systems.
The Company's customer list includes over 90 percent of the largest 100
brokerages in North America. The Company's software operates on approximately
75,000 workstations and terminals at more than 4,500 customer sites representing
approximately two-thirds of all workstations and terminals installed in
independent agencies. The Company also provides insurance rating to more than
8,000 customers.
The Company is an IBM Industry Remarketer (IR) and markets systems that
operate on the UNIX-based IBM RISC System/6000, IBM AS/400, and SCO UNIX-based
microcomputer hardware platforms. The Company also supports earlier versions of
its software that operate on Wang and other IBM hardware platforms.
Delphi Systems, Inc., a California corporation, was founded in 1976. In
1983, the Company was formed and acquired all of the outstanding shares of
Delphi Systems, Inc. in an exchange offer. In June 1987, Delphi Systems, Inc.
was merged with and into the Company. The Company's executive offices are
located at 3501 Algonquin Road, Suite 500, Rolling Meadows, Illinois 60008. Its
telephone number is (708)506-3100.
SELLING STOCKHOLDERS
The Shares are to be offered for the account of Phil Frandsen and Brenda
Frandsen (the "Selling Stockholders") pursuant to a Registration Rights
Agreement between the Company and the Selling Stockholders dated as of December
10, 1993. The Selling Stockholders reside at 3814 East Mallory, Mesa, Arizona
85215. Their telephone number is (602) 832-5733. The Selling Stockholders are
former stockholders of Mountain Systems and received the Shares as a part of the
consideration paid by the Company to acquire Mountain Systems. The Selling
Stockholders will not own any shares of Common Stock following successful
completion of this offering. Brenda Frandsen is employed by the Company as
Vice President - Product Development and is compensated commensurately with
that position.
PLAN OF DISTRIBUTION
The Shares may be offered and sold by the Selling Stockholders pursuant to
this Prospectus from time to time directly by means of ordinary brokers'
transactions in accordance with the rules of NASDAQ, sales to securities dealers
acting as principal, or sales to purchasers, in each case at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated prices. In connection therewith, brokerage commissions may be
paid or discounts allowed that will not exceed those customary in the types of
transactions involved. If any securities dealer purchases the Shares as
principal, it may resell the Shares by any of the methods of sale described
above.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock and 2,000,000 shares of Preferred Stock, par value $.10 per share
("Preferred Stock").
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<PAGE>
COMMON STOCK
Holders of Common Stock of the Company are entitled to one vote for each
share held of record. The holder of Common Stock are entitled to receive such
dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor and subject to
any prior dividend rights of the holders of Preferred Stock. Holders of Common
Stock do not have cumulative voting rights in connection with the election of
directors. In the event of liquidation, dissolution, or winding up, holders of
the Company's Common Stock are entitled to share ratably among themselves in all
assets of the Company legally available for distribution and remaining after
payment of liabilities and preferential amounts payable with respect of the
Preferred Stock including the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock and the Series E Preferred Stock. See
"Description of Capital Stock - Preferred Stock." The Common Stock has no
preemptive or subscription rights, and there are no conversion or redemption
rights with respect to such shares. Each share of Common Stock is fully paid
and nonassessable. On July 31, 1995, there were 8,368,953 shares of Common
Stock issued and outstanding.
PREFERRED STOCK
The Board of Directors has the authority to issue Preferred Stock in one
or more series and to fix the rights, preferences, powers and restrictions,
including the liquidation preferences and the dividend, conversion, voting,
redemption (including sinking fund provisions) and other rights, as well as the
number of shares constituting any series and the designations of such series.
The Company currently has four series of Preferred Stock outstanding.
Pursuant to a Certificate of Designations filed with the Office of the
Secretary of State of Delaware on December 11, 1991, the Company designated
61,950 shares as Series B Preferred Stock. The Series B Preferred Stock is
entitled to an annual dividend of $5.085 per share in certain events described
in the Certificate of Designations of Series B Preferred Stock filed herewith
and incorporated herein by this reference. In the case of a liquidation,
dissolution, winding up, exercise of conversion rights or redemption of Series B
Preferred Stock, such dividends would be cumulative from December 16, 1994, and
would be payable in Common Stock based on the average daily closing price for
the Common Stock for the 30 trading days prior to such event. The Series B
Preferred Stock may be redeemed by payment of a redemption price of $100 in cash
plus dividends accrued from December 16, 1994, which are payable in Common
Stock. The Series B Preferred Stock is convertible into Common Stock at the
option of the holder and automatically converts into Common Stock on December
13, 1995. The number of shares of Common Stock issuable upon conversion of each
share of Series B Preferred Stock is determined by dividing $100 by the average
daily closing price of the Common Stock for the 30 trading days prior to
conversion (or, if greater, $6.00 per share). The holders of Series B Preferred
Stock have no voting rights, except with respect to those matters on which a
vote of the holders of Series B Preferred Stock is required by law and except
that approval of the holders of more than 66 2/3 percent of the shares of Series
B Preferred Stock is required for certain amendments to the Company's
Certificate of Incorporation, reclassifications, reacquisitions of junior shares
and increases in the authorized number of shares of Series B Preferred Stock.
As of July 31, 1995, there were 9,205 shares of Series B Preferred Stock issued
and outstanding.
Pursuant to a Certificate of Designations filed with the Office of the
Secretary of State of Delaware on December 21, 1993, the Company designated
75,000 shares as Series C Preferred Stock. The holders of Series C Preferred
Stock are entitled to receive noncumulative dividends only when declared by the
Board of Directors. Upon liquidation, dissolution or winding up of the Company,
the holders of Series C Preferred Stock are entitled to receive, prior to any
distribution to holders of the Common Stock, $100 per share, as adjusted, or
such lesser proportion of the Company's assets and funds if such assets and
funds are insufficient to pay such preferential amount. Each holder of shares
of the Series C Preferred Stock is entitled to the number of votes equal to the
number of shares of Common Stock into which the shares of Series C Preferred
Stock could be converted and has voting rights and powers equal to the voting
rights and powers of the Common Stock. Each share of
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Series C Preferred Stock can be converted, at the option of the holder thereof,
at any time into the number of shares of Common Stock determined by dividing
$100 by the conversion price. The conversion price is $3.05, subject to
antidilution adjustments. The Series C Preferred Stock will automatically
convert into Common Stock at the then applicable conversion price upon the
earlier of (a) consent of the holders of two-thirds of the Series C Preferred
Stock or (b) the date all of the shares of Series C Preferred Stock are
registered with the Securities and Exchange Commission (the "Commission"). No
additional consideration is required to be paid at the time of conversion. As
of July 31, 1995, there were 36,268 shares of Series C Preferred Stock issued
and outstanding.
Pursuant to a Certificate of Designations filed with the Office of the
Secretary of State of Delaware on May 20, 1994, the Company designated 16,577
shares as Series D Preferred Stock. The Series D Preferred Stock ranks on a
parity with the Series C Preferred Stock. The holders of Series D Preferred
Stock are entitled to receive noncumulative dividends only when declared by the
Board of Directors. Upon liquidation, dissolution or winding up of the Company,
the holders of Series D Preferred Stock are entitled to receive, prior to any
distribution to holders of the Common Stock, $226.20 per share, as adjusted, or
such lesser proportion of the Company's assets and funds if such assets and
funds are insufficient to pay such preferential amount. Each holder of shares
of the Series D Preferred Stock is entitled to the number of votes equal to the
number of shares of Common Stock into which the shares of Series D Preferred
Stock could be converted and has voting rights and powers equal to the voting
rights and powers of the Common Stock. Each share of Series D Preferred Stock
can be converted, at the option of the holder thereof, at any time into the
number of shares of Common Stock determined by dividing $226.20 by the
conversion price. The conversion price is $4.35, subject to antidilution
adjustments. The Series D Preferred Stock will automatically convert into
Common Stock at the then applicable conversion price upon the earlier of (a)
consent of the holders of two-thirds of the Series D Preferred Stock or (b) the
date all of the shares of Series D Preferred Stock are registered with the
Commission. No additional consideration is required to be paid at the time of
conversion. As of July 31, 1995, there were 16,356 shares of Series D Preferred
Stock issued and outstanding.
Pursuant to a Certificate of Designations filed with the Office of the
Secretary of State of Delaware on August 7, 1995, the Company designated
67,851 shares as Series E Preferred Stock. The holders of Series E Preferred
Stock are entitled to receive a cumulative 6 percent annual dividend from the
date of issuance, payable in shares of Common Stock. Upon liquidation,
dissolution or winding up of the Company, and subject to the prior
preferences of the Series B Preferred Stock, the Series C Preferred Stock and
the Series D Preferred Stock, the holders of Series E Preferred Stock are
entitled to receive, prior to any distribution to holders of the Common
Stock, $84.745 per share, as adjusted, plus any cumulative annual dividends
then accrued (payable in shares of Common Stock), or such lesser proportion
of the Company's assets and funds if such assets and funds are insufficient
to pay such preferential amount. The holders of Series E Preferred Stock
have no voting rights, except with respect to those matters on which a vote
of the holders of Series E Preferred Stock is required by law and except that
approval of the holders of 66 2/3 percent of the shares of Series E Preferred
Stock is required for certain amendments to the Company's Certificate of
Incorporation, reclassifications, reacquisitions of junior shares and
increases in the authorized number of shares of Series E Preferred Stock. The
Series E Preferred Stock is convertible into shares of Common Stock at the
option of the holder not earlier than June 30, 1996, and will automatically
convert into shares of Common Stock on December 30, 1998. Each share of
Series E Preferred Stock is convertible into the number of shares of Common
Stock determined by dividing $84.745, plus any accrued and unpaid dividends
on the Series E Preferred Stock at the time of conversion, by a conversion
price equal to the average of the closing prices of the Common Stock for the
30 trading days immediately prior to the conversion. The conversion price is
subject to a minimum of $8.00 per share and a maximum of $4.00 per share, as
adjusted for certain events. No additional consideration is required to be
paid at the time of the conversion. As of July 31, 1995, there were 63,426
shares of Series E Preferred Stock issued and outstanding.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Chemical Trust
Company of California.
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<PAGE>
TRADEMARKS
Certain product names mentioned in this Prospectus are trademarks of other
corporations. UNIX is a registered trademark of Unix System Laboratories, Inc.
RISC System/6000 and AS/400 are registered trademarks of International Business
Machines Corporation. Wang is a registered trademark of Wang Laboratories, Inc.
SCO is a registered trademark of The Santa Cruz Operation, Inc.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files annual, quarterly and other reports and other information with
the Commission. Such reports and other information may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York,
New York 10048, and copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
ADDITIONAL INFORMATION
The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933 relating to the Shares
offered hereby. This Prospectus, which is part of said Registration Statement,
does not contain all the information set forth in the Registration Statement,
certain items of which are contained in exhibits and schedules thereto. For
further information with respect to the Company and the Shares, reference is
hereby made to such Registration Statement, exhibits and schedules. Statements
contained in this Prospectus as to the contents of any contract or any other
document are not necessarily complete and, in each such instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified by such reference.
Copies of the Registration Statement, together with exhibits and schedules
thereto, may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of it or any part thereof may be obtained from such
office upon payment of prescribed charges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1995; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; and
(iii) the description of the Common Stock contained in Company's Registration
Statement filed pursuant to Section 12 of the Exchange Act and any amendments
and reports filed for the purpose of updating that description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares made hereby shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document, as the
case may be, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any or all of the documents (without exhibits)
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<PAGE>
incorporated by reference into this Prospectus. Requests for such copies should
be directed to Delphi Information Systems, Inc., Attention: Corporate Secretary,
3501 Algonquin Road, Suite 500, Rolling Meadows, Illinois 60008, telephone
(708)506-3100.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock being registered
hereby are being passed upon for the Company by Schiff Hardin & Waite, Chicago,
Illinois.
EXPERTS
The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995 incorporated by reference in this Prospectus has been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, is incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said report.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the secondary offering of the Common Stock
registered hereby, other than brokerage fees. The Company will bear all of such
costs.
Registration fee under Securities Act of 1993................. $546.50
Legal fees and expenses....................................... 5,000
Accounting fees............................................... 5,000
Miscellaneous................................................. 2,000
Total......................................................... $12,546.50
ITEM 15. 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 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
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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 16. 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 Registration Rights Agreement dated as of December 10, 1993.
*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.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
- -----------------------
*Filed herewith
II-2
<PAGE>
(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; and
(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 the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 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.
(4) 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 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<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
Amendment No. 1 to 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 September 28, 1995.
DELPHI INFORMATION SYSTEMS, INC.
By /s/ John R. Sprieser
-----------------------------------------
John R. Sprieser
Senior Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Yuval Almog* Director, Chairman of the Board August 29, 1995
-----------------------
(Yuval Almog)
/s/ M. Denis Connaghan* Director, President and August 29, 1995
----------------------- Chief Executive Officer
(M. Denis Connaghan) (Principal Executive Officer)
/s/ John R. Sprieser Senior Vice President-Finance August 29, 1995
----------------------- (Principal Financial Officer)
(John R. Sprieser)
/s/ Michael J. Marek* Corporate Controller August 29, 1995
----------------------- (Principal Accounting Officer)
(Michael J. Marek)
/s/ Larry G. Gerdes* Director August 29, 1995
-----------------------
(Larry G. Gerdes)
/s/ Richard R. Janssen* Director August 29, 1995
-----------------------
(Richard R. Janssen
Director
-----------------------
(Donald L. Lucas)
* This Amendment No. 1 to this Registration Statement has been signed on
behalf of the above-named directors and officers of the Comapny by John R.
Sprieser, the Senior Vice President-Finance of the Company, as
attorney-in-fact pursuant to a Power of Attorney previously filed with the
Commission as Exhibit 24 to this Registration Statement.
Dated September 28, 1995 /s/ John R. Sprieser
-------------------------------
John R. Sprieser
Attorney-in-Fact
II-4
<PAGE>
INDEX OF EXHIBITS
Sequentially
Exhibit Description Number Page
------- ----------- ------------
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 Registration Rights Agreement dated as of December
10, 1993.
*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
II-5
<PAGE>
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
W. Brinkley Dickerson, Jr.
(312) 258-5633
September 28, 1995
Delphi Information Systems, Inc.
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
Ladies and Gentlemen:
We have acted as special counsel to Delphi Information Systems, Inc.,
a Delaware corporation (the "Company"), in connection with the registration on
Form S-3 under the Securities Act of 1933, as amended (the "Act"), of 714,280
shares of the Company's Common Stock, par value $.10 par share (the "Shares"),
to be resold by the Selling Stockholders. 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 have been duly
authorized and validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
Registration Statement No. 33-62427 on Form S-3 filed by the Company with the
Securities and Exchange Commission under the Act.
SCHIFF HARDIN & WAITE
By/s/ W. Brinkley Dickerson, Jr.
-------------------------------
W. Brinkley Dickerson, Jr.
CHI2:13000.2 09.28.95 2.07
