As filed with the Securities and Exchange Commission on
March 17, 1997
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Registration No. 33-______
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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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)
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KOGER EQUITY, INC. 1996 STOCK OPTION PLAN
KOGER EQUITY, INC. STOCK OPTION
(Full title of the Plan)
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VICTOR A. HUGHES, JR. W. LAWRENCE JENKINS
President and Vice President/Administration
Chief Financial Officer and Corporate Secretary
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
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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
Per Share 671,447 (1) $15.375 (1) $10,157,283 (1) $ 3,078 (1)
(1)Pursuant to Rule 457(h), based on the exercise price of the options granted
under the Registrant's Stock Option Plan.
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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 granted options to purchase shares pursuant to the Koger
Equity, Inc. 1996 Stock Option Plan and a certain employee who was granted
individual stock options 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 are the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, which 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")
under Commission File No. 1-9997, 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, 1995, filed pursuant to Section 13 of the
Exchange Act;
(2) The Company's definitive proxy statement, dated March 18,
1996, filed pursuant to Section 14 of the Exchange Act
relating to its Annual Meeting of Shareholders held on May 7,
1996;
(3) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996, June 30, 1996, and September 30, 1996,
filed pursuant to Section 13 of the Exchange Act;
(4) Current Report on Form 8-K, dated August 16, 1996;
(5) Current Report on Form 8-K, dated August 22, 1996, as amended
by Current Report on Form 8-K/A, dated August 22, 1996; and
(6) Current Report on Form 8-K dated December 16, 1996; and
(7) 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.
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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 are 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;
<PAGE>
(b) A transaction from which the director, officer, employee or
agent derived an improper personal benefit;
(c) In the case of a dcertain liability provisionsr which relating
to the payment of dividends an asset distributions are
applicable; or
(d) Willful misconductbest interests of thegard for 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.
The Company has also entered into an Indemnification Agreement with
each of its directors and executive officers whereby the Company has the
affirmative obligation to indemnify such directors and officers to the fullest
extent permitted by law including the cost of enforcing the Indemnity Agreement.
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 a
report on Form 8-K, dated May 10, 1994, filed by
the Registrant on June 17, 1994 (File No.
1-9997).
4(b) Koger Equity, Inc. By Laws, as Amended and
Restated on August 21, 1996. Incorporated by
reference to Exhibit 3(ii) of a report on Form
8-K/A, dated August 22, 1996 filed by the
Registrant on August 22, 1996 (File No. 1-9997).
4(c) Common Stock Certificate of Koger Equity, Inc.
Incorporated by reference to Exhibit 4(a) to
Registration Statement on Form S-11 (Registration
No. 33-22890).
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").
Incorporated by reference to Exhibit 1 to a
Registration Statement on Form 8-A, dated October
3, 1990, (File No. 1-9997).
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. Incorporated by reference to Exhibit
5 to an Amendment on Form 8-A/A, dated December
21, 1993, to a Registration Statement of the
Registrant on Form 8-A, dated October 3, 1990
(File No. 1-9997).
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4(d)(1)(D) Third Amendment to Rights Agreement, dated as of
October 10, 1996, between the Company and First
Union. Incorporated by reference to Exhibit 6 to
Amendment to Form 8-A/A, dated November 7, 1996
to a Registration Statement of the Registrant on
Form 8-A, dated October 3, 1990 (File No.
1-9997).
4 (d)(1)(E) Fourth Amendment to the Rights
Agreement dated February 27, 1997, between the
Company and First Union. Incorporated by
reference to Exhibit 8 to amendment to
Registration Statement on Form 8-A/A dated March
17, 1997 on Form 8-A dated October 3, 1996 (File
No. 1-9997).
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, LLP,
independent public accountant to the
Registratrant (See page 10).* 23(b) The Consent
of Boling & McCart (See Exhibit 5 hereof).* 25
Powers of Attorney (See signature page hereof).*
*Filed with this report.
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;
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(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 registrant 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 17th day of
March, 1997.
KOGER EQUITY, INC.
By: /s/ Victor A. Hughes, Jr.
Victor A. Hughes, Jr.
Chairman of the Board of
Directors 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 Victor A. Hughes, Jr., James C. Teagle, W. Lawrence
Jenkins and James L. Stephens, and each of them, as Attorneys-in-Fact, to sign
on his behalf individually and to file any amendments, including Post Effective
Amendments, to this Registration Statement.
Signature Title Date
/s/ Victor A. Hughes, Jr. Chairman of the Board of
(Victor A. Hughes, Jr.) Directors, President and Director
(Chief Executive and Financial Officer)
/s/ Irvin H. Davis Vice Chairman of the Board
(Irvin H. Davis) of Directors and Director
/s/ James C. Teagle Executive Vice President
(James C. Teagle) (Chief Operating Officer)
/s/ James L. Stephens Vice President (Chief
(James L. Stephens) Accounting Officer) March 17, 1997
/s/ D. Pike Aloian Director
(D. Pike Aloian)
/s/ Benjamin C. Bishop, Jr. Director
(Benjamin C. Bishop, Jr.)
/s/ David B. Hiley Director
(David B. Hiley)
Director
(G. Christian Lantzsch)
/s/ William L. Mack Director
(William L. Mack)
/s/ Lee S. Neibart Director
(Lee S. Neibart)
/s/ W. Edward Scheetz Director
(W. Edward Scheetz)
/s/ George F. Staudter Director
(George F. Staudter)
/s/ S. D. Stoneburner Director
(S. D. Stoneburner)
<PAGE>
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
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, 1996,
Inc., appearing in the Annual Report on Form 10-K of Koger Equity, Inc. for the
year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
March 17, 1997
<PAGE>
<PAGE>
Exhibit 15
March 17, 1997
Koger Equity, Inc.
3986 Boulevard Center Drive, Suite 101
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, 1996 and 1995, June 30, 1996 and 1995 and September 30, 1996, and 1995, as
indicated in our reports dated May 2, 1996, August 2, 1996 and November 4, 1996,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30,
1996 and September 30, 1996, are being used in this Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1993, are 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 LLP
<PAGE>
<PAGE>
EXHIBIT 5
BOLING & McCART
A Professional Association
ATTORNEYS AT LAW
Suite Seven Hundred
Seventy-six South Laura Street
Jacksonville, Florida 32202
March 17, 1997
Board of Directors
Koger Equity, Inc.
3986 Boulevard Center Drive
Jacksonville, FL 32207
Re: Koger Equity, Inc.
Stock Option
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 671,447 shares of the Company's common stock, par
value $.01 per share (the "Shares"), issuable upon the exercise of stock options
by employees of the Company pursuant to its 1996 Stock Option Plan (the "Plan")
and by an employee of the Company pursuant to a Stock Option Agreement (the
"Option").
In so acting as such counsel, we have examined and relied upon the
originals or copies, certified or otherwise identified to our satisfaction, of
such Company 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.
2. The Shares have been authorized and, when issued and sold as
contemplated in the Registration Statement and in accordance
with the terms of the Plan and the Option, will be validly
issued, fully paid and non-assessable.
We consent to the use of this letter as an Exhibit to the Registration
Statement.
Very truly yours,
HFM:pss
<PAGE>
