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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ebix.com, 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.)
1900 E. Golf Road
Schaumburg, Illinois 60173
(Address of principal executive offices, including zip code)
ebix.com, Inc.
1996 Stock Incentive Plan
(Full title of the plan)
Richard J. Baum
Senior Vice President - Finance and Administration,
Chief Financial Officer
ebix.com, Inc.
1900 E. Golf Road
Schaumburg, Illinois 60173
(847) 789-3047
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.10 par value per share; 1,500,000 $3.9375 $5,906,250 $1,559.25
related preferred share purchase rights
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(1) The Delphi Information Systems, Inc. 1996 Stock Incentive Plan (the "Plan")
was adopted by the Board of Directors and approved by the stockholders on
September 4, 1996. The Company previously registered 6,000,000 shares of
Common Stock on Form S-8 (File No. 333-23261). An amendment to the Plan was
approved by the stockholders on October 22, 1999 which reflected the
one-for-five reverse stock split effective May 6, 1998 (reducing the number
of shares previously registered from 6,000,000 to 1,200,000) and increased
the number of shares of Common Stock available for grant under the Plan by
1,500,000. Accordingly, the total number of shares reserved for grant under
the Plan is 2,700,000. The Plan was amended by the Board of Directors on
June 30, 2000, to change its name to the ebix.com, Inc. 1996 Stock
Incentive Plan.
(2) Together with, pursuant to Rule 416, (i) an indeterminate number of
additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the Plan as the result of any future
stock split, stock dividends, merger, reorganization or similar adjustment
to the Registrant's outstanding Common Stock and (ii) an indeterminate
amount of interests in the Plan constituting separate securities.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the registration fee have
been computed based on the average of the high and low prices of the Common
Stock on the Nasdaq SmallCap Market on September 13, 2000.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by ebix.com, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000; and
(c) The description of the Common Stock, par value $0.10 per share,
contained in the Company's Registration Statement on Form S-3 filed on September
8, 1995 pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and the associated Preferred Share Purchase Rights in Item 1 of the
Company's Form 8-A filed on March 31, 1998, including any amendments or reports
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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 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
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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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-8 (No. 333-23361), and
incorporated herein by reference).
4.2 By-laws of the Company, as amended (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1997, and
incorporated herein by reference).
4.3* Resolutions adopted by the Board of Directors of the Company dated
September 4, 1996, amending the By-laws.
4.4 Rights Agreement (filed as Exhibit 99.1 to the Company's Registration
Statement on Form 8-A (No. 000-15946), and incorporated herein by
reference).
4.5 Delphi Information Systems, Inc. 1996 Stock Incentive Plan, as amended
(filed as Exhibit A to the Company's Proxy Statement on Schedule 14A (No.
000-15946), and incorporated herein by reference).
4.6* Amendment to Delphi Information Systems, Inc. 1996 Stock Incentive Plan,
changing the name of the Plan to ebix.com, Inc. 1996 Stock Incentive
Plan.
4.7 Certificate of Amendment of Certificate of Incorporation (filed as
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended June 30,
1998, and incorporated herein by reference).
4.8 Certificate of Amendment of Certificate of Incorporation (filed as
Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 and incorporated herein by reference).
5.1* Opinion of Sonnenschein Nath & Rosenthal
23.1* Consent of Sonnenschein Nath & Rosenthal (included in opinion filed as
Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP, Independent Auditors
23.3* Consent of KPMG LLP, Independent Auditors
24.1* Power of Attorney (see signature page)
* 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:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above 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 Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
C. Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on the 31st day of
August, 2000.
ebix.com, Inc.
By: /s/RICHARD J. BAUM
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Richard J. Baum
Senior Vice President - Finance and Administration,
Chief Financial officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Richard J. Baum, as attorney-in-fact with full power of substitution, to execute
in the name and on behalf of each person, individually and in each capacity
stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 31st day of August, 2000.
SIGNATURE TITLE
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/s/ YUVAL ALMOG Director and Chairman of the Board
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Yuval Almog
/s/ ROBIN RAINA President and Chief Executive Officer and Director
--------------------------- (Principal Executive Officer)
Robin Raina
/s/ RICHARD J. BAUM Senior Vice President and Chief Financial Officer
--------------------------- (Principal Financial and Accounting Officer)
Richard J. Baum
/s/ WILLIAM R. BAUMEL Director
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William R. Baumel
/s/ LARRY G. GERDES Director
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Larry G. Gerdes
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INDEX TO EXHIBITS
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-8 (No. 333-23361), and
incorporated herein by reference).
4.2 By-laws of the Company, as amended (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1997, and
incorporated herein by reference).
4.3* Resolutions adopted by the Board of Directors of the Company dated
September 4, 1996, amending the By-laws.
4.4 Rights Agreement (filed as Exhibit 99.1 to the Company's Registration
Statement on Form 8-A (No. 000-15946), and incorporated herein by
reference).
4.5 Delphi Information Systems, Inc. 1996 Stock Incentive Plan, as amended
(filed as Exhibit A to the Company's Proxy Statement on Schedule 14A (No.
000-15946), and incorporated herein by reference).
4.6* Amendment to Delphi Information Systems, Inc. 1996 Stock Incentive Plan,
changing the name of the Plan to ebix.com, Inc. 1996 Stock Incentive
Plan.
4.7 Certificate of Amendment of Certificate of Incorporation (filed as
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended June 30,
1998, and incorporated herein by reference).
4.8 Certificate of Amendment of Certificate of Incorporation (filed as
Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 and incorporated herein by reference).
5.1* Opinion of Sonnenschein Nath & Rosenthal
23.1* Consent of Sonnenschein Nath & Rosenthal (included in opinion filed as
Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP, Independent Auditors
23.3* Consent of KPMG LLP, Independent Auditors
24.1* Power of Attorney (see signature page)
* Filed herewith.
