As filed with the Securities and Exchange Commission on
July 18, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
KOGER EQUITY, INC.
(Exact name of issuer as specified in its charter)
FLORIDA 59-2898045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3986 BOULEVARD CENTER DRIVE, JACKSONVILLE, FLORIDA 32207
(Address of principal executive office)
____________________
KOGER EQUITY, INC. STOCK INVESTMENT PLAN
(Full title of the Plans)
____________________
VICTOR A. HUGHES, JR. W. LAWRENCE JENKINS
Senior Vice President and Secretary
Chief Financial Officer KOGER EQUITY, INC.
KOGER EQUITY, INC. 3986 Boulevard Center Drive
3986 Boulevard Center Drive Jacksonville, Florida 32207
Jacksonville, Florida 32207 904/398-3403
904/398-3403
(Name, address and telephone number, including area code of
agents for service)
____________________
Copies to:
HAROLD F. McCART, Jr., ESQUIRE
Boling & McCart
(a professional association)
Suite 700, 76 South Laura Street
Jacksonville, Florida 32202
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common
Stock, Par
Value $.01 200,000 $9.25 $1,850,000 $637.93*
Per Share
* Pursuant to Rule 457(c), based on $9.25 (the average of the high
and low prices of the shares reported for July 12, 1994, by the
American Stock Exchange) for shares issuable pursuant to the
Koger Equity, Inc. Stock Investment Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to the employees of Koger Equity,
Inc. (the "Company") and its affiliates who are eligible
to purchase shares pursuant to the Koger Equity, Inc. Stock
Investment Plan as specified by Rule 428I(b)(1) as
promulgated under the Securities Act of 1933, as amended.
Such documents will include information required by Items 1
and 2 to Form S-8. Pursuant to instructions in Part I of Form S-
8, such documents are not filed with the Commission. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form
S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by
reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed pursuant to Section
13 of the Exchange Act (File No. 1-9997).
(2) The Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1994, filed pursuant to Section
13 of the Exchange Act (File No. 1-9997).
(3) The Company's definitive proxy statement, dated April
8, 1994, filed pursuant to Section 14 of the Exchange
Act (File No. 1-9997) relating to its Annual Meeting of
Shareholders held on May 10, 1994.
(4) Description of the shares of Common Stock contained in
the Company's registration statement filed pursuant to
Section 12(b) of the Exchange Act and any amendment
thereto or reports filed for the purpose of updating
such description (File No. 1-9997).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment indicating that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein 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 herein by
reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that such a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement as modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that the
Company shall indemnify its officers and directors to the fullest
extent permitted by the General Corporation Law of the State of
Florida as now or hereafter in force, including the advance of
expenses and reasonable counsel fees.
Section 93 of the Florida Business Corporation Act (Florida
Statutes Section 607.0850) provides that a director, officer,
agent and employee of a corporation or its subsidiaries or other
affiliates may be indemnified under certain conditions by the
corporation against expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or
settlement of an action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which he becomes a
party because he was such director, officer, agent or employee,
including expenses reasonably incurred in settlement of any of
the aforesaid matters, if the board of directors by a majority
vote of a quorum consisting of directors who were not parties to
the proceeding determine that the person seeking indemnification
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation.
Section 607.0850 also provides that the indemnification
provided pursuant to above provisions is not exclusive, and a
corporation may make any other further indemnification of any of
its directors, officers, employees, or agents, under any by-laws,
agreements, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. However,
indemnification shall not be made to or on behalf of any
director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to
act, were material to the cause of action so adjudicated and
constitute:
(a) A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to
believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful;
(b) A transaction from which the director, officer,
employee or agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under which
certain liability provisions relating to the payment of
dividends and asset distributions are applicable; or
(d) Willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or
in the right of the corporation to procure a judgment
in its favor or in a proceeding by or in the right of a
shareholder.
In addition, the Company carries directors and officers
liability insurance.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Number Description
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3 of the
Report on Form 8-K, dated May 10, 1994, filed
by the Registrant (File No. 1-9997).
4(b) Koger Equity, Inc. By Laws, as Amended and
Restated on May 5, 1992. Incorporated by
reference to Exhibit 3 of the Form 10-Q filed
by the Registrant for the quarter ended March
31, 1992 (File No. 1-9997).
4(c) Common Stock Certificate of Koger Equity, Inc.
See Exhibit 4(a) to Registration Statement on
Form S-11 (Registration No. 33-22890) which
Exhibit is herein incorporated by reference.
4(d)(1)(A) Koger Equity, Inc. Rights Agreement (the
"Rights Agreement") dated as of September 30,
1990 between the Company and Wachovia Bank and
Trust Company, N.A. as Rights Agent
("Wachovia"). See Exhibit 1 to a Registration
Statement on Form 8-A, dated October 3, 1990,
(File No. 1-9997) which Exhibit is herein
incorporated by reference.
4(d)(1)(B) First Amendment to the Rights Agreement, dated
as of March 22, 1993, between the Company and
First Union National Bank of North Carolina, as
Rights Agent ("First Union"), entered into for
purpose of replacing Wachovia. Incorporated by
reference to Exhibit 4(b)(4) of the Form 10-Q
filed by the Registrant for the quarter ended
March 31, 1993 (File No. 1-9997).
4(d)(1)(C) Second Amendment to the Rights Agreement, dated
as of December 21, 1993, between the Company
and First Union. See Exhibit 5 to an Amendment
on Form 8-A/A to a Registration Statement on
Form 8-A, dated December 21, 1993, (File No. 1-
9997) which Exhibit is herein incorporated by
reference.
4(d)(2) Form of Common Stock Purchase Rights
Certificate (attached as Exhibit A to the
Rights Agreement). Pursuant to the Rights
Agreement, printed Common Stock Purchase Rights
Certificates will not be mailed until the
Distribution Date (as defined in the Rights
Agreement).
4(d)(3) Summary of Common Stock Purchase Rights
(attached as Exhibit B to the Rights
Agreement).
5 Opinion of Boling & McCart.*
15 Letter Re: Unaudited Interim Financial Information.*
23(a) The consent of Deloitte & Touche, independent
public accountants to the Registrant (See page
10).*
23(b) The Consent of Boling & McCart (See Exhibit 5
hereof).*
25 Powers of Attorney (See signature page
hereof).*
28 Koger Equity, Inc. Stock Investment Plan*
*Filed with this report.
<PAGE>
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers
and controlling persons of the Company pursuant to the provisions
referred to in Item 6 of this Registration Statement or
otherwise, the Company 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 against the Company for
indemnification against such liability (other than the payment by
the Company of expenses incurred or paid by a director or officer
of the Company in the successful defense of any action, suit or
proceeding) is asserted by a director or officer or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the 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 registrant need
not file a post-effective amendment to include the
information required to be included by subsection (i)
or (ii) if the information is contained in periodic
reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
which 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 the purpose 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.
(5) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given a copy of
the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a
copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has
ended within 120 days prior to the use of the prospectus,
the annual report of the registrant for the preceding fiscal
year may be so delivered, but within such 120 day period the
annual report for the last fiscal year will be furnished to
each such employee.
(6) The undersigned registant hereby undertakes to
transmit or cause to be transmitted to all employees
participating in the plan who do not otherwise receive such
material as stockholders of the registrant, at the time and
in the manner such material is sent to its stockholders,
copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Jacksonville, State of Florida, the 13th day of July, 1994.
KOGER EQUITY, INC.
By:
IRVIN H. DAVIS
Irvin H. Davis
President and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Each person whose signature appears below hereby authorized S. D.
Stoneburner, Irvin H. Davis and Victor A. Hughes, Jr., and each
of them, as Attorneys-in-Fact, to sign on his behalf individually
and in each capacity stated below, and to file any amendments,
including Post Effective Amendments, to this Registration
Statement.
Signature Title Date
S. D. STONEBURNER Chairman of the Board of
(S. D. Stoneburner) Directors and Director
IRVIN H. DAVIS President and Director
(Irvin H. Davis) (Principal Executive Officer)
VICTOR A. HUGHES, JR. Senior Vice President and
(Victor A. Hughes, Jr.) Director (Principal Financial
Officer)
JAMES L. STEPHENS Treasurer (Principal Accounting
(James L. Stephens) Officer)
July 13, 1994
D. PIKE ALOIAN Director
(D. Pike Aloian)
BENJAMIN C. BISHOP, JR Director
(Benjamin C. Bishop, Jr.)
CHARLES E. COMMANDER, III Director
(Charles E. Commander, III)
DAVID B. HILEY Director
(David B. Hiley)
G. CHRISTIAN LANTZSCH Director
(G. Christian Lantzsch)
THOMAS K. SMITH, JR. Director
(Thomas K. Smith, Jr.)
GEORGE F. STAUDTER Director
(George F. Staudter)
Exhibit No. 5
July 13, 1994
Board of Directors
Koger Equity, Inc.
3986 Boulevard Center Drive
Jacksonville, FL 32207
Re: Koger Equity, Inc.
Stock Investment Plan
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Koger Equity, Inc., a Florida corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, of the above-captioned Registration Statement (the
"Registration Statement") for the purpose of registering 200,000 shares of
the Company's common stock, par value $.01 per share (the "Shares"), to
be purchased either from the Company or in the open market or otherwise
for the account of participating employees of the Company pursuant to the
Stock Purchase Plan of the Company.
In so acting, we have examined and relied upon the originals or copies,
certified or otherwise identified to our satisfaction, of such records,
documents, certificates, and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed
below.
Based upon the foregoing, and such examination of law as we have
deemed necessary, we are of the opinion that:
1. The Company has been incorporated and is existing
as a corporation and its status is active under
the laws of the State of Florida, the state of its
incorporation.
2. The Shares have been authorized and either will be.
or have been, issued, fully paid and non-assessable.
We consent to the use of this letter as an Exhibit to the Registration
Statement.
Very truly yours,
Boling & McCart
Exhibit No. 15
July 13, 1994
Koger Equity, Inc.
Jacksonville, Florida
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Koger Equity, Inc. and Subsidiaries
for the periods ended March 31, 1994 and 1993, as indicated in our
report dated May 6, 1994, which includes an explanatory paragraph
relating to uncertainties pertaining to pending litigation and an
indemnity agreement with certain former directors of Koger Properties,
Inc.; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our report referred to above, which was included in
your Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, is being used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a
report prepared or certified by an accountant within the meaning of
Sections 7 and 11 of that Act.
DELOITTE & TOUCHE
Exhibit No. 23(a)
INDEPENDENT AUDITOR'S CONSENT
Koger Equity, Inc.
We hereby consent to the incorporation by reference in this
Registration Statement of Koger Equity, Inc. on Form S-8 of our
report, dated March 4, 1994, which expresses an unqualified opinion
and includes an explanatory paragraph relating to uncertainties
pertaining to pending litigation and an indemnity agreement with Koger
Properties, Inc.; appearing in the Annual Report on Form 10-K
of Koger Equity, Inc. for the year ended December 31, 1993.
DELOITTE & TOUCHE
Jacksonville, Florida
July 13, 1994
Exhibit 28
KOGER EQUITY, INC.
STOCK INVESTMENT PLAN
1. Plan. The purpose of the Stock Investment Plan (the
"Investment Plan") is to encourage a sense of proprietorship on
the part of all employees of Koger Equity, Inc. (the "Company")
and its Participating Subsidiaries, by assisting them in making
regular purchases of shares of the Company Common Stock, par
value $.01 per share (the "Shares") and thus increasing their
interest in the growth of the Company and its financial success.
The Board of Directors of the Company or the Executive Committee
thereof shall have full power and authority to interpret and
construe any provision of the Investment Plan finally and
conclusively as to all persons having any interest thereunder, to
adopt rules and regulations not inconsistent with the Investment
Plan for carrying out the plan or for providing for matters not
specifically covered in the plan and to alter, amend, and revoke
any rules or regulations so adopted. The Investment Plan is
administered by the First Union National Bank of North Carolina,
N.A. (the "Administrator"), 230 S. Tryon Street, Charlotte, North
Carolina 28288.
2. Eligibility to Participate. Every employee of the Company or
any of the Participating Subsidiaries who has attained legal age
shall be eligible to participate in the Investment Plan. For the
purpose of the Investment Plan, a "Participating Subsidiary"
shall be any subsidiary of the Company in which the Company owns
greater than 50% of the capital stock having voting power in
ordinary circumstances, which has been designated as a
Participating Subsidiary by a resolution of the Board of
Directors of the Company, and which designation has been accepted
by a resolution of the Board of Directors of such designated
subsidiary. "Participating Subsidiary" shall be deemed to include
such subsidiaries of Participating Subsidiaries which are so
included by the above mentioned resolution of the Board of
Directors of the Participating Subsidiary. Eligible employees of
any Participating Subsidiary shall include all employees thereof
or any class or classes of such employees designated in said
resolution of the Board of Directors of the Participating
Subsidiary. The Company or any of its Participating Subsidiaries
may be referred to herein as the "Employer" or together as the
"Employers."
3. Participation: Payroll Deductions. Each eligible employee may
become a participant in the Investment Plan by filing with the
Company a written application which will be recorded by the
Company. Each application of an eligible employee will become
effective for the first payroll period beginning in the calendar
month next succeeding the date on which such application is
received by the Company. As used herein, the term "payroll
period" shall mean the period from the date on which the employee
customarily receives his or her regular salary or wages to the
next successive date on which he or she customarily receives such
payment.
All employee contributions to the Investment Plan will be made
only by payroll deduction. Each application shall specify the
amount which the participant elects to contribute under the
Investment Plan for each month and shall authorize the Company or
the Participating Subsidiary, as the case may be, to withhold
such amount from the salary or wages of such participant with
respect to each period thereafter until such participant's
participation in the Investment Plan is terminated or until the
amount of such deductions shall be changed or suspended as
hereinafter provided. The amount so authorized to be withheld
must be not less than $10.00 per month nor more than $1,700.00
per month.
Any application may be amended to increase or to reduce (within
the limits permitted by the Investment Plan) or to suspend the
amount of such deductions at any time. Each such amendment shall
be made by filing a written application with the Company and
shall become effective for the first of the month beginning after
receipt of the application.
4. Transmittal. Each Employer shall accumulate on a monthly basis
and hold, without interest, all amounts so withheld from the
Investment Plan participants. All such amounts accumulated in any
month, along with the Employer's monthly contributions described
in paragraph 6 below, shall be transmitted to the Administrator
(to be applied in accordance with the provisions of the
Investment Plan) so as to be mailed to the Administrator as soon
as possible following the month of the withholding of such
amounts; provided, however, that the Company's Executive
Committee or its designee may in its discretion transmit such
amounts to the Administrator at such later time as such Committee
or its designee may determine; provided, however, that such later
transmittal shall be not later than ninety (90) days after the
month in which the amounts transmitted were accumulated for the
accounts of the participants. Such transmittal shall be
accompanied by a transmittal letter, the form of which will be
supplied by the Administrator. A signed copy of each amendment of
the application shall be transmitted to the Administrator with
the first transmittal of monies thereafter deducted on behalf of
participants in the Investment Plan.
In lieu of transmitting funds to the Administrator, the Employers
may transmit an equivalent amount of Shares based on their market
price on the day preceding the day of transmittal. Such market
price shall be equal to the mean between the bid and asked prices
of the Shares, as reported by NASDAQ, in the over-the-counter
market or the closing price of the Shares on any national stock
exchange on which the Shares may be traded. The Shares are
currently listed for trading on the American Stock Exchange.
The Administrator shall establish and maintain a separate account
on behalf of each participant. All Shares purchased or
transmitted under the Investment Plan shall be held in the name
and custody of the Administrator for the benefit of the
participants and subject to withdrawal by such participants as
herein provided.
5. Purchases. Upon receipt of funds from the Company and its
Participating Subsidiaries for such purpose hereunder, the
Administrator shall, as promptly as practicable and in accordance
with the guidelines of the Securities and Exchange Commission,
purchase in the over-the-counter market or on any national stock
exchange on which the Shares may be traded or, if at a price
lower than shall then prevail in the open market, in a negotiated
private transaction, as agent for the participants, as many whole
Shares as the aggregate of such funds will permit, provided
however, if the Company so instructs the Administrator, the
Administrator shall purchase Shares from the Company. The
aggregate of all such purchases will be allocated, on the basis
of the average cost thereof, to the respective accounts of the
participants in proportion to the portion of such funds which was
invested on behalf of each participant. Each Employer will pay
all commissions or charges on the aggregate number of Shares so
purchased under the Investment Plan each month, attributable to
each such Employer's participating employees.
6. Employer Contribution. Each Employer will contribute the
following percentages of each of its respective participating
employee's total monthly Investment Plan payroll deduction: (a)
25% of amounts from $10.00 through $50.00, (b) 20% of amounts
from $50.01 through $100.00, and (c) 15% of amounts from $100.01
through $1,700.00. This contribution will be combined with the
amounts of an employee's total monthly deductions for investment
pursuant to the plan. Such Employer contributions will not
constitute a part of base earnings for purposes of determining
insurance, pension, health, profit sharing, bonuses or other
employee benefits. Such contributions constitute compensation to
each participating employee, are taxable as ordinary income and
will be reported to the Internal Revenue Service. The Company
shall furnish to the Administrator concurrently with each
delivery of funds a complete list of the participants who are
entitled to receive any of such contribution.
7. Confirmations. The Administrator will forward to each
participant a confirmation or a monthly statement indicating the
number of Shares acquired under the provisions of the Investment
Plan (including fractions to the fourth decimal) for his or her
account (whether purchased for his or her account or contributed
by the Employers), the cost thereof, the date of acquisition, and
the total number of Shares then credited to his account.
8. Withdrawal of Shares. A participant may at any time withdraw
from his or her account part or all of any whole Shares then
credited to such account, by filing with the Administrator
written notice in such form as the Administrator shall have
prescribed therefor. A withdrawal shall have no effect on the
participant's deductions and shall not effect a termination of
his or her interest in the Plan. All federal or state transfer
taxes, if any, which may be due upon any withdrawal from the
Investment Plan will be paid by the Employer of such participant.
9. Termination. If a participant shall die, retire, be totally
and permanently disabled, cease to be employed by the Company or
a Participating Subsidiary, such person's participation in the
Investment Plan shall thereupon automatically terminate. The
Company will notify the Administrator of any such termination.
Securities held by the Administrator for the account of any
person whose participation in the Investment Plan shall be
terminated will continue to be so held by the Administrator and
the reinvestment of dividends continued until the Administrator
shall have received other instructions from such participant or
his estate.
Upon the receipt of appropriate instructions from the participant
or his or her legal representative, the Administrator will
transfer or sell any whole Shares credited to the account of the
participant as directed. All federal or state transfer taxes, if
any, which may be due upon transfer of such Shares to the
participant will be paid by his or her employer. Such taxes due
upon transfer to any person other than the participant will not
be borne by the Employer, and the Administrator may require the
deposit of funds sufficient to cover such taxes in advance of
making any such transfer. No participant shall have any right to
receive any fractional Share credited to his or her account in
the Investment Plan, nor shall any provision herein be construed
to give such right. Any fractional Share interest subject to
transfer to the participant or other person shall be paid thereto
in cash by the Administrator.
Notwithstanding the foregoing, if an employee's participation in
the Investment Plan shall have been terminated for one month and
the Administrator shall not have received instruction from the
former participant, his legal representative or his estate
concerning the disposition of the assets in his Investment Plan
account, the Company may instruct the Administrator to issue a
certificate representating all whole shares of Koger Equity, Inc.
common stock held in the account to the former participant and to
mail it along with a check for any fractional share remaining in
the account to the last known address of the former participant,
and to close the account.
10. Voting and Other Rights. All rights as a shareholder of the
Shares shall vest in the participant upon the date when such
Shares are credited to his or her account, except as otherwise
provided in paragraphs 9 and 11 hereunder and except that voting
rights in respect of such Shares shall be exercised by the
Administrator in accordance with the participant's signed proxy
instructions duly delivered to the Administrator or otherwise in
accordance with the applicable rules of any national stock
exchange on which the Shares may be traded. The Administrator
will deliver to each participant as promptly as practicable, by
mail or otherwise, all notices of meetings, proxy statements and
other material distributed by the Company to its shareholders.
There will be no charge to the participants for the
Administrator's retention or delivery of Share certificates or in
connection with notices, proxies, or other such materials. The
Administrator shall exercise proxy instructions received from the
participants on all whole Shares only, with no proxies being
voted with respect to any fractional Shares.
11. Dividends and Other Proceeds. Cash dividends received in
respect of the Shares held in the accounts of participants will
be credited by the Administrator to such accounts. All such cash
will be reinvested in Shares as promptly as practicable following
receipt thereof. The Company will pay all commissions or fees in
connection with the purchases constituting such reinvestment.
Stock dividends or split-ups in respect of the Shares held in the
accounts of participants will be credited to such accounts
without charge. Other securities and rights to subscribe received
in respect of the Shares held in the accounts of participants
will be sold by the Administrator and the proceeds treated in the
same manner as cash dividends.
12. Transfer of Rights. Unless applicable state or federal law
requires a contrary result:
(a) A participant in the Investment Plan may not assign,
transfer, hypothecate, encumber, commute, or anticipate either
his or her interest in the Investment Plan or funds or the Shares
credited to his or her account thereunder, and
(b) Neither the interest of a participant in the Investment
Plan nor the funds or the Shares credited to his or her account
thereunder shall in any way be subject to any legal process or be
levied upon or attached for payment of any claims against a
participant or otherwise availed of by any other person.
Any such attempted assignment, transfer, hypothecation,
encumbrance, commutation or anticipation, and any such attempted
levy, attachment, or other subjection to legal process shall be
void and shall not be recognized by the Administrator.
13. Amendments, Suspensions, and Terminations. The Board of
Directors of the Company or its Executive Committee may from time
to time amend, suspend, or terminate in whole or in part, and if
terminated may reinstate, any or all of the provisions of the
Investment Plan, except that no amendment, suspension, or
termination may be made which, in the judgement of such Board of
Directors or Executive Committee, will retroactively affect
adversely the rights of participants in the Investment Plan,
except that the plan may be temporarily suspended and the
contributions accumulated and held by the Employers when such
suspension is necessary until the satisfaction of any applicable
securities laws or other governmental rule, regulation, or law.
Except as provided in Paragraph 9 above, no part of the funds or
the Shares credited to the account of any participant shall be
subject to forfeiture for any reason.
14. Administration. The Administrator is appointed by the
Board of Directors of the Company or its Executive Committee to
administer the Investment Plan and may be removed from such
appointment at any time at the sole discretion of such Board of
Directors or its Executive Committee. Consequently, nothing in
the Investment Plan shall be deemed to create any obligation on
the part of the Company or any of its subsidiaries or the
Administrator that the Administrator shall continue to administer
the Investment Plan. The Company may appoint any other trust
company or bank or member firm of the New York Stock Exchange or
American Stock Exchange to administer the Investment Plan and
such appointment shall be deemed to amend the plan to substitute
the name of such member firm or bank or trust company for the
previously named administrator in the definitions of the term
"Administrator."
15. Responsibility. Neither the Company, its Participating
Subsidiaries nor the Administrator shall have any responsibility
or liability for any act or thing done or left undone, including,
without limiting the generality of the foregoing, any action
taken with respect to the price, time, quantity, or other
conditions and circumstances of the purchase of Shares under the
terms of the Investment Plan.
16. Notices.
(a) Any notice hereunder to the Company or its Participating
Subsidiaries shall be in writing on the form provided, if any,
and such notice shall be deemed duly given or made only upon
receipt thereof at the Company's office at 3986 Boulevard Center
Drive, Jacksonville, Florida 32207, or at such other address as
the Company may designate by notice to the participants and to
the Administrator.
(b) Any notice hereunder to the Administrator shall be given to
the Administrator in writing and such notice shall be deemed duly
given or made only upon receipt thereof at the Administrator's
principal office at 230 South Tryon Street, Charlotte, North
Carolina 28288, or at such other address as the Administrator may
designate by notice to the Company.
(c) Any notice or other communication to a participant hereunder
shall be in writing on the form provided, if any, and such
communication and any delivery to a participant hereunder shall
be deemed duly given or made if mailed, delivered or made to the
participant at such address as the participant may have on file
with the Company or in care of the Company at its principal
office in Jacksonville, Florida.
17. Federal Income Tax Consequences. All contributions made by an
Employer with respect to a participant under the Investment Plan
will constitute compensation taxable as ordinary income for
federal income tax purposes in the year in which such
contributions are made, at which time the Employer will receive a
deduction in the amount of such contribution as an ordinary
business expense.
18. Restrictions on Transfer of Shares. Persons who may be deemed
to be affiliates of the Company would be required to make resales
of Shares acquired under the Investment Plan either pursuant to
the registration requirements of the Securities Act of 1933, as
amended, or pursuant to Rule 144 as promulgated under that Act or
some other exemption thereunder.
19. Effective Date of Plan. The Investment Plan became effective
May 10, 1994.
