As filed with the Securities and Exchange Commission on March 11, 1999.
Registration No. 333-[_____]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE NATIONAL REGISTRY INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4346070
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
2502 ROCKY POINT DRIVE
TAMPA, FLORIDA 33607
(Address of Principal Executive Offices)
THE NATIONAL REGISTRY INC.
1992 STOCK INCENTIVE PLAN
(Full Title of the Plan)
JEFFREY P. ANTHONY
THE NATIONAL REGISTRY INC.
2502 ROCKY POINT DRIVE
TAMPA, FLORIDA 33607
(Name and Address of Agent for Service)
(813) 636-0099
(Telephone Number, Including Area Code, of Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE OFFERING PRICE (1) REGISTRATION FEE
- ------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 2,500,000 shares (2) $2.219 $5,547,500 $1,542.05
$.01 Par Value
</TABLE>
- ----------
(1) Estimated solely for purposes of calculating the registration fee based upon
the average of the high and low prices on the NASDAQ SmallCap Market on March 9,
1999 and calculated in accordance with Rule 457(c) and (h) of the Securities Act
of 1933, as amended.
(2) This Registration Statement also covers such undeterminable number of
additional shares of the Registrant's Common Stock as may become issuable in the
event certain anti-dilution provisions contained in the options granted under
The National Registry Inc.'s 1992 Stock Incentive Plan become operative. No
additional registration fee is included for these shares.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* The documents containing the information specified in this Part I have
been or will be sent or given to optionees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act"). Such
documents are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Act. 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 Act, as amended. Copies of all
documents incorporated by reference in Item 3 of Part II of this Form S-8 (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference herein), as well as other documents required to be
delivered to employees pursuant to Rule 428(b), will be provided without charge
to each person, including any beneficial owner, on the written or oral request
of such person made to The National Registry Inc., at 2502 Rocky Point Drive,
Tampa, Florida 33607 or by telephone at (813) 636-0099, attention Chief
Financial Officer.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The National Registry Inc. ("NRI")
with the SEC (File No. 0-19712) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
3. Proxy Statement dated April 10, 1998;
4. Current Reports on Form 8-K filed with the SEC on May 29,
1998, June 12, 1998, December 4, 1998 and December 30, 1998;
and
5. The description of the common stock contained in Item 1 of
NRI's Form 8-A filed with the SEC on October 19, 1992.
All documents subsequently filed by NRI pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall
2
<PAGE>
be deemed to be incorporated by reference herein and to be part thereof from the
date of filling of such documents.
A document incorporated or deemed to be incorporated by reference herein
shall be modified or superseded, for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so 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.
Subsection (a) of Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (an "agent"), against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted as an agent against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that 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 to the corporation unless and only to the extent that the
Court of Chancery or 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 which the Court of Chancery or such
other court shall deem proper.
3
<PAGE>
Section 145 of the DGCL further provides, among other things, that to
the extent a present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. Indemnification provided for by
Section 145 of the DGCL shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled. Indemnification provided for by
Section 145 of the DGCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators. Section 145 of the DGCL also empowers the
corporation to purchase and maintain insurance on behalf of an agent of the
corporation against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liabilities under Section 145 of the DGCL. Article Ninth of the
Registrant's Certificate of Incorporation and Article VI of the Registrant's
Bylaws entitles officers and directors of the Registrant to indemnification to
the full extent permitted by Section 145 of the DGCL, as the same may be amended
or supplemented from time to time, and Article VI of the Registrant's Bylaws
allows the Registrant to purchase insurance for the benefit of the officers and
directors of the Registrant.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's 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 DGCL (including certain
unlawful dividends or stock repurchases); or (iv) for any transaction from which
the director derived an improper personal benefit. Article Tenth of the
Registrant's Certificate of Incorporation provides that no director of the
Registrant shall have any personal liability to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, provided that such provision does not limit or eliminate the liability
of any director (i) for breach of such director's duty of loyalty to the
Registrant 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 DGCL (involving certain unlawful dividends or stock
repurchases); or (iv) for any transaction from which such director derived an
improper personal benefit. Amendment to such article does not affect the
liability of any director for any act or omission occurring prior to the
effective time of such amendment.
The Registrant provides insurance from commercial carriers against
certain liabilities incurred by its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4
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EXHIBIT NO. DESCRIPTION
----------- -----------
5 Opinion of Kaye, Scholer Fierman, Hays & Handler, LLP
23.1 Consent of Kaye, Scholer Fierman, Hays & Handler, LLP
(filed as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
99.1 Amendment to NRI's 1992 Stock Incentive Plan
ITEM 9. UNDERTAKINGS.
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:
(i) to include any prospectus required by Section 10(a)(3)
of the Act;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(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;
(2) that, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof; and
(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.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 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 SEC such indemnification is against public
policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
6
<PAGE>
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 Tampa, State of Florida, on this 10th day of
March, 1999.
THE NATIONAL REGISTRY INC.
By: /s/ JEFFREY ANTHONY
------------------------------------------
Jeffrey P. Anthony
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: March 10, 1999 /s/ JEFFREY P. ANTHONY
---------------------------------------------
Jeffrey P. Anthony
Chairman, President, Chief Executive
Officer and Director (Principal Executive
Officer)
Date: March 10, 1999 /s/ JAMES W. SHEPHERD
---------------------------------------------
James W. Shepperd
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
Date: March 10, 1999 /s/ HECTOR J. ALCALDE
---------------------------------------------
Hector J. Alcalde
Director
Date: March 10, 1999 /s/ FRANK M. DEVINE
---------------------------------------------
Frank M. Devine
Director
7
<PAGE>
---------------------------------------------
J. Anthony Forstmann
Director
Date: March 10, 1999 /s/ O. G. GREENE
---------------------------------------------
O. G. Greene
Director
---------------------------------------------
Donald C. Klosterman
Director
Date: March 10, 1999 /s/ ROBERT ROSENBLATT
-------------------------------------------
Robert Rosenblatt
Director
---------------------------------------------
Francis R. Santangelo
Director
8
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
5 Opinion of Kaye, Scholer Fierman, Hays & Handler, LLP
23.1 Consent of Kaye, Scholer Fierman, Hays & Handler, LLP
(filed as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
99.1 Amendment to NRI's 1992 Stock Incentive Plan
9
EXHIBIT 5
[KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP LETTERHEAD]
March 10, 1999
Board of Directors
The National Registry Inc.
2502 Rocky Point Drive
Tampa, Florida 33607
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by The National Registry Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of 1933,
as amended (the "Act"), the Company's common stock (the "Common Stock") to be
issued pursuant to the Company's 1992 Stock Incentive Plan, as amended (the
"Plan"), we have examined such corporate records, certificates and other
documents, upon which we have relied, and reviewed such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion.
On the basis of such examination and review, we advise you that the
Common Stock issuable under the Plan, subject to the issuance, delivery and
payment therefore in the manner contemplated by the Registration Statement and
the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving such opinion and consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1992 Stock Incentive Plan of The National Registry, Inc.
of our report dated March 27, 1998, except for Note 10 as to which the date is
April 3, 1998, with respect to the financial statements of The National
Registry, Inc. included in the Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
Tampa, Florida /s/ Ernst & Young LLP
March 11, 1999
EXHIBIT 99.1
AMENDMENT TO NATIONAL REGISTRY INC'S 1992 STOCK INCENTIVE PLAN
The first two sentences of Section 2.4 of the Plan is hereby
amended and restated to read as follows:
2.4 STOCK SUBJECT TO THE PLAN.
The stock to be offered under this Plan shall be shares of the
Corporation's authorized but unissued Common Stock. The aggregate amount of
Common Stock that may be issued or transferred pursuant to Awards granted under
this Plan shall not exceed 2,500,000 shares, subject to adjustment as set forth
in Section 7.2.
