<PAGE> 1
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
COMPUTER INTEGRATION CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 65-0506623
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7900 GLADES ROAD, SUITE 4400
BOCA RATON, FLORIDA 33434
(Address of principal executive offices) (Zip Code)
</TABLE>
COMPUTER INTEGRATION CORP. 1994 STOCK OPTION PLAN, AS AMENDED
1994 EMPLOYEE INCENTIVE PLAN
(Full titles of the plans)
SAMUEL C. MCELHANEY
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
COMPUTER INTEGRATION CORP.
7900 GLADES ROAD, SUITE 4400
BOCA RATON, FLORIDA 33434
(Name and address of agent for service)
(407) 482-6678
(Telephone number, including area code, of agent for service)
COPY TO:
DONN A. BELOFF, ESQ.
HOLLAND & KNIGHT
ONE EAST BROWARD BOULEVARD, SUITE 1300
FORT LAUDERDALE, FLORIDA 33301
(954) 525-1000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 750,000 $1 13/32 1,054,688 $320
==========================================================================================================
</TABLE>
(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low prices for the Registrant's Common Stock
reported on the NASDAQ National Market System on December 4, 1996.
<PAGE> 2
INCORPORATION BY REFERENCE
OF PREVIOUS REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed to register 750,000 shares
of Common Stock of the Registrant authorized pursuant to Amendment No. 1 to the
Registrant's 1994 Stock Option Plan. The contents of the Registrant's
Registration Statement on Form S-8, as amended, Registration Number 333-04123,
with respect to (i) 1,050,000 shares of common stock of the Registrant issuable
pursuant to the 1994 Stock Option Plan (prior to amendment) and (ii) 5,000
shares of common stock issuable pursuant to the Registrant's 1994 Employee
Incentive Plan, are incorporated herein by reference.
EXHIBITS
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
NO. DESCRIPTION
<S> <C>
5.1 Opinion re legality
23.1 Consent of Ernst & Young, LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Holland & Knight (included in Exhibit 5.1)
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Boca Raton, State of Florida, this 9th day
of December, 1996.
COMPUTER INTEGRATION CORP.
By: /s/ Samuel C. McElhaney
-------------------------------------------
Samuel C. McElhaney
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Samuel C. McElhaney Chairman of the Board and December 9, 1996
- ----------------------------------
Samuel C. McElhaney Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ John F. Chiste Chief Financial Officer, December 9, 1996
- ----------------------------------
John F. Chiste Treasurer (Principal
Financial and Accounting
Officer)
/s/ Araldo Cossutta Director December 9, 1996
- ---------------------------------
Araldo Cossutta
/s/ Frank Zappala Director December 9, 1996
- ----------------------------------
Frank Zappala
/s/ Ronald G. Assaf Director December 9, 1996
- ----------------------------------
Ronald G. Assaf
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF HOLLAND & KNIGHT]
December 9, 1996
Computer Integration Corp.
7900 Glades Road, Suite 440
Boca Raton, Florida 33434
Gentlemen:
We are acting as counsel to Computer Integration Corp., a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on
Form S-8 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder, relating to the registration of 1,805,000 shares (the "Shares") of
Common Stock, par value $.001 per share, of the Company. The Shares are to be
issued by the Company upon the exercise of certain stock options (the
"Options") granted and to be granted to certain employees or directors of the
Company pursuant to the Company's 1994 Stock Option Plan (the "ISOP") or
pursuant to performance-based stock incentives under the Company's 1994
Employee Incentive Plan (the "Incentive Plan" and, together with the ISOP,
the "Plans").
As such counsel, we have participated in the preparation of the Registration
Statement, and have reviewed the corporate proceedings in connection with the
adoption of the Plans and have also examined and relied upon originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact,
as we have deemed proper and necessary as a basis for rendering this opinion.
Based on and subject to the foregoing, we are of the opinion that the Shares
are duly authorized and, upon issuance in connection with the exercise of the
Options in accordance with the terms of the ISOP against payment of the
exercise price therefor (as applicable), or issuance pursuant to the terms of
the Incentive Plan, will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ HOLLAND & KNIGHT
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Computer Integration Corp. pertaining to Amendment No. 1 to the
Computer Integration Corp. 1994 Stock Option Plan of our report dated
August 22, 1996 (except for Note 12, as to which the date is September 30,
1996), with respect to the consolidated financial statements and schedules of
Computer Integration Corp. included in the Annual Report (Form 10-K) for the
year ended June 30, 1996.
/s/ Ernst & Young LLP
West Palm Beach, Florida
December 3, 1996
<PAGE> 1
EXHIBIT 23.2
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Computer Integration Corp. of our report
dated August 23, 1995 on the financial statements of Cedar Computer Center,
Inc. as of June 30, 1995 and October 31, 1994 and for the eight months ended
June 30, 1995, the twelve months ended October 31, 1994, the fifteen months
ended October 31, 1993, and the twelve months ended July 31, 1992, which
appears in the Form 8-K/A-1 of Computer Integration Corp. dated September 8,
1995.
McGLADREY & PULLEN, LLP
Des Moines, Iowa
December 6, 1996
