As filed with the Securities and Exchange Commission on April 7, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
2502 ROCKY POINT DRIVE, SUITE 100
TAMPA, FLORIDA 33607
(813) 636-0099
(Address, including zip code and telephone number,
including area code of Registrant's principal executive offices)
JEFFREY P. ANTHONY
THE NATIONAL REGISTRY INC.
2502 ROCKY POINT DRIVE, SUITE 100
TAMPA, FLORIDA 33607
(813) 636-0099
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, $.01 10,316,381 $2.46875 $25,468,566 $7,081
par value per share shares(2)
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the SEC, acting pursuant to said Section
8(a), may determine.
(1) Estimated solely for purposes of calculating the registration fee based
upon the average of the bid and asked prices on the NASDAQ SmallCap Market on
March 31, 1999 and calculated in accordance with Rule 457(c) promulgated under
the Securities Act of 1933, as amended.
(2) A presently indeterminable number of shares of common stock are
registered hereunder which may be issued upon the exercise of the warrants held
by a selling stockholder, in the event certain anti-dilution provisions become
operative. No additional registration fee is included for these shares.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 7, 1999
PROSPECTUS
10,316,381 SHARES
THE NATIONAL REGISTRY INC.
COMMON STOCK, $.01 PAR VALUE PER SHARE
The stockholders of The National Registry Inc. ("NRI") listed below may
offer and sell 10,316,381 shares of our common stock under this prospectus. Of
such shares, 100,000 shares of common stock are issuable upon the exercise of a
warrant to purchase common stock and 465,833 shares are issuable upon the
exercise of certain options to purchase common stock. The selling stockholders
may offer and sell the common stock in the over-the-counter market, in block
trades or otherwise, at prevailing market prices, or at privately negotiated
prices. See "Selling Stockholders" beginning at page 8 for additional
information regarding the shares which may be offered hereby.
We will not receive any proceeds from the sale of the common stock. We will
receive $62,500 if the warrants are fully exercised and $2,006,350 if the
options are fully exercised.
Our common stock is listed on the NASDAQ SmallCap Market under the symbol
"NRID."
THE SHARES OF COMMON STOCK BEING OFFERED BY THIS PROSPECTUS ARE HIGHLY
SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 3 FOR A DISCUSSION OF SOME OF THESE RISKS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is April __, 1999.
<PAGE>
ABOUT NRI
GENERAL
NRI and its wholly-owned subsidiary SAFLINK Corporation, design, develop
and market a suite of data and network security software products that utilize
biometric technologies for more secure and convenient user identification and
authentication ("I&A") into personal computers, workstations, on the Internet
and servers in networked computer systems. Our products also include software
developer kits that allow users to build applications that will positively
identify persons seeking access to valuable information and transactions by
electronically capturing a specific biological characteristic of an individual,
creating a unique digital identifier from that characteristic, and then matching
that identifier against a population of similar identifiers (identification) or
a single identifier (authentication) in a database.
We believe that biometric I&A technology provides a more reliable means of
identification and, therefore, potentially greater security than non-biometric
methods which currently rely on cards, keys, passwords, or other I&A methods
that can be easily lost, stolen, duplicated, transferred or discovered by
unauthorized persons.
NRI was organized on October 23, 1991 and was the surviving corporation
following the completion of a merger on February 20, 1992 with Topsearch, Inc.,
a publicly traded company. Our principal executive office is located at 2502
Rocky Point Drive, Suite 100, Tampa, Florida 33607, and our telephone number is
(813) 636-0099.
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RISK FACTORS
THE SHARES OF COMMON STOCK BEING OFFERED BY THIS PROSPECTUS ARE HIGHLY
SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS
BEFORE YOU BUY SHARES OF COMMON STOCK.
FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this
prospectus constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements include statements with respect to our
plans, projections or future performance.
These forward-looking statements are subject to risks, uncertainties and
other factors which could cause actual results to differ materially from future
results expressed or implied by such statements. See "Risk Factors" below and
our periodic reports and other documents filed with the Securities and Exchange
Commission for further discussions of certain of the risks, uncertainties and
other factors applicable to us, our business and the shares proposed to be sold
by this prospectus.
CONTROL OF NRI
As of March 31, 1999, RMS Limited Partnership, a Nevada limited partnership
controlled by Roy M. Speer ("RMS"), beneficially owned 8,021,305 shares of
common stock or approximately 47.8% of our common stock, and Francis R.
Santangelo beneficially owned 1,391,710 shares of common stock or approximately
8.3% of the common stock. On December 17, 1998, RMS, Francis R. Santangelo and
Clearwater Fund III, L.P., a Delaware limited liability company ("Clearwater"),
entered into a stock purchase agreement (the "Stock Purchase Agreement"). Under
the terms of the Stock Purchase Agreement, RMS purchased 195,500 shares and Mr.
Santangelo purchased 34,500 shares of our Series C Convertible Preferred Stock
from Clearwater for what we have been informed was (i) a purchase price of
$850,000 for RMS and a purchase price of $150,000 for Mr. Santangelo, and (ii)
the delivery to Clearwater, after the immediate conversion of all of the shares
of Series C Preferred Stock, by RMS of 850,000 shares of common stock and by Mr.
Santangelo of 150,000 shares of common stock. RMS converted all of its shares of
Series C Preferred Stock into 8,264,138 shares and Mr. Santangelo converted all
of his shares of Series C Preferred Stock into 1,458,377 shares of common stock.
Also, as a part of this transaction, RMS and Mr. Santangelo contributed $2.0
million to our working capital without the issuance of any additional
securities. Accordingly, RMS and Mr. Santangelo are in a position to control our
general affairs and control the vote on most matters to be determined by our
stockholders, such as electing our directors and directing our business and
policies.
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<PAGE>
As of March 31, 1999, Mr. Forstmann was the beneficial owner of
approximately 776,250 shares of common stock or approximately 4.6% of the
outstanding shares of common stock. J. Anthony Forstmann, RMS and Mr. Santangelo
are parties to a stockholders' voting agreement, dated March 14, 1995. As part
of the stockholders= voting agreement, Mr. Forstmann, Mr. Santangelo and RMS
agreed to vote certain shares of common stock for a director nominated by Mr.
Forstmann and a director nominated by RMS. Further, each of Mr. Forstmann, RMS
and Mr. Santangelo agreed to not vote securities beneficially owned by him or it
for certain specified stockholders actions unless Mr. Forstmann and RMS agree to
approve such transactions. Accordingly, Mr. Forstmann is in a position
immediately to exercise control over certain matters related to our affairs to
be determined by our stockholders.
LIMITED OPERATING HISTORY; SUBSTANTIAL ACCUMULATED NET LOSSES
From our commencement of business in October 1991 through the end of 1997,
we were principally engaged in organizational, development and marketing
activities. We have an accumulated net loss of approximately $45,337,000 from
our inception through December 31, 1998, and have had only limited revenues. In
addition, we continue accumulating net losses after such date. We may be unable
to generate significant revenues or any net income in the future.
NEED FOR ADDITIONAL FUNDS
We believe that our existing working capital, even with anticipated cash
flows from sales under current contracts, continuation of our operating expense
reduction plan and the reduction of capital expenditures will be insufficient to
meet our expected working capital needs after May 31, 1999. We will continue to
review the options available to us to obtain additional financing as necessary.
It is possible that any such additional financing would be obtained through the
sale and issuance of additional shares of common stock or securities that are
convertible into common stock. Any such additional infusion of capital would
substantially increase the number of shares of common stock outstanding on a
fully-diluted basis. Our inability to timely obtain such additional funds would
cause us to curtail or cease operations. Even if such additional funding is
obtained, we may be unable to generate significant sales of our products or
services. If we are able to generate significant sales, such sales may be
unprofitable.
NASDAQ SMALLCAP MARKET ELIGIBILITY AND MAINTENANCE REQUIREMENTS; POSSIBLE
DELISTING OF SECURITIES FROM THE NASDAQ SMALLCAP MARKET
The Board of Governors of the National Association of Securities Dealers,
Inc. has established certain maintenance standards for the continued listing of
a security on the NASDAQ SmallCap Market. The maintenance standards require
either:
o total net tangible assets of at least $2 million;
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o market capitalization of $35 million; or
o net income of $500,000 in the most recently completed fiscal year
or in two of the three most recently completed fiscal years.
The maintenance standards also require that the minimum bid price for a security
be $1.00 per share. During 1998, NASDAQ notified us that we were not in
compliance with the maintenance standards at various times during 1998. We have
since been notified by NASDAQ prior to the end of 1998 that we were then in
compliance with the first maintenance standard and, based upon the price of our
common stock, we believe we are in compliance with the second maintenance
standard.
NASDAQ may find us deficient in the future if we cease to satisfy either of
the above described maintenance standards. In the event we fail to satisfy the
maintenance requirements described above, our common stock could be delisted
from the NASDAQ SmallCap Market and quotations would no longer be available on
NASDAQ. If the common stock were excluded from the NASDAQ SmallCap Market, it
would adversely affect the price of our common stock, the ability of holders to
sell common stock and the ability of potential holders to acquire common stock.
TECHNOLOGICAL AND MARKET UNCERTAINTY
Various problems may impede the development, production, distribution and
marketing of our products and services. We may be limited by our financial and
technical abilities in trying to solve these problems. Technology employed in
I&A is subject to rapid change. More advanced or alternate technology employed
by competitors, currently or in the future, and unavailable to us could give
such competitors a significant advantage over us. In addition, concerns about
unauthorized (including government) access to private information may impede
market acceptance of I&A. It is possible that products and services developed by
our competitors will significantly limit the potential market for our products
and services or render our products and services obsolete. In addition, laws,
rules, regulations or industry standards may be adopted which would materially
adversely affect us.
COMPETITION
We are attempting to compete in the highly competitive market for network
and Internet security. This market is dominated by more traditional I&A
techniques (such as cards, keys, passwords and personal information). A number
of other companies also have biometric I&A technology and have sold systems
incorporating such technology in the United States. We are aware of several
other companies that produce or are developing other biometric I&A technologies
which may compete with us and our technology. These other biometric I&A
technologies may also be integrated into I&A products and services that are
competitive with those we offer. Such technologies include, among others,
identification by eye retina blood vessel patterns, hand geometry and signature
analysis.
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<PAGE>
Our products and services compete with the products and services offered by
companies that have substantially greater resources than us and are better
equipped than us. We may be unable to compete successfully against these
companies or technologies. Announcements and advances by our competitors
concerning new products or features, governmental or other contracts and
developments or disputes relative to patents or proprietary rights may have an
adverse material impact on our business, condition (financial or otherwise)
results of operation and prospects.
DEPENDENCE UPON SOFTWARE LICENSORS
We have acquired certain rights to biometric I&A software under agreements
with software algorithm suppliers including Cogent Systems, Inc. ("Cogent"), ITT
Industries, Inc., Learnout & Hauspie Speech Products N.V., Veridicom, Inc. and
Visionics Corporation. These rights may be terminated in the event we fail to
pay required license fees (including minimum specified payments) or commit any
other material breach of such agreements. While, as of the date of this
Registration Statement, we are not in default of such agreements, there is no
assurance that such defaults will not occur in the future or that we will make
the minimum royalty payments required under such agreements. Although our
products can be sold without biometric I&A technology to which we have licenses,
any loss of the licensed technologies would substantially impair (if not
entirely preclude) our ability to compete with products including such
technology.
YEAR 2000 EXPOSURE
We are currently working to resolve the potential impact of the Year 2000
issue on the processing of date-sensitive information by computerized
information systems. The Year 2000 issue is the result of computer programs
being written using two digits (rather than four) to define the applicable year.
Computer programs that have time-sensitive software may recognize a date using
A00" as the year 1900 rather than 2000, which could result in miscalculations or
system failures. We have not fully completed our efforts to insure that the Year
2000 issue will not have a material adverse impact on our business, condition
(financial or otherwise), results of operations and prospects in future periods.
We believe that all of the software we have developed for sale to others is
Year 2000 compliant. All of the developers of other software that we have
acquired for use in our business have publicly stated that their products are
Year 2000 compliant. We are still evaluating certain of our equipment to
determine the extent, if any, of a Year 2000 issue with respect to such
equipment. However, we have not yet determined the impact that a Year 2000
failure suffered by vendors, customers, suppliers or other third party service
providers would have on us. We believe such a failure could have a material
adverse impact on our business, condition (financial or otherwise), results of
operations and prospects. We have not developed a contingency plan for dealing
with any such failures and are currently evaluating the necessity of developing
such a plan. Based on the information we have developed to date, we estimate
that the costs of addressing potential problems will not have a material adverse
impact on our business, condition (financial or otherwise), results of
operations
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and prospects in future periods. Actual results may differ materially from those
anticipated. Specific factors that may cause such material differences include,
but are not limited to, the extent to which we might be materially impacted by
vendors, suppliers, customers and other third party service providers' failure
to remediate their own Year 2000 issues.
LIQUIDATION OR BANKRUPTCY
In the event of our insolvency, liquidation, bankruptcy, reorganization,
dissolution or other winding up, our creditors and the holders of the Series A
Preferred Stock will be entitled to payment in full before holders of common
stock will be entitled to receive any payments.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of shares of common stock in the public market (or the perception
that such sales would occur) could adversely affect the market price of our
common stock. Such sales or perceptions of possible sales could also impair our
future ability to raise capital. In part as a result of sales (or the perception
of the possibility of sales) of common stock pursuant to this prospectus and the
Registration Statement of which this prospectus is a part, the market price for
our common stock is likely to be volatile. It is possible that this volatility
will have an adverse effect on the market price of the common stock.
Holders of substantially all of our 16,771,480 outstanding shares of common
stock as of March 31, 1999 may sell such shares publicly or have the right to
require registration of such shares to permit such public sales. As of March 31,
1999, holders of substantially all of the approximately 311,687 shares of common
stock issuable upon the exercise of outstanding warrants may sell such shares
publicly or have the right to require registration of such shares to permit
public sale. The 1,056,026 shares of common stock issuable upon conversion of
the shares of Series A Preferred Stock may also be sold in the public market
subject to certain restrictions.
Furthermore, as of March 31, 1999, there have been granted and are
outstanding and unexercised under our 1992 Stock Incentive Plan (the "Plan")
options to purchase an aggregate of approximately 1,690,668 shares of common
stock. In addition, there are approximately 497,632 shares of common stock
available for future grants of options under the Plan. We have registered under
the Securities Act all of the shares of common stock that may be issued upon
exercise of the foregoing stock options. Such shares of common stock will be
eligible for sale by the holders thereof to the general public without further
registration or compliance with the requirements of Rule 144 (except that our
affiliates must comply with the volume limitations of Rule 144). In addition, as
of March 31, 1999 we have granted outside of the Plan options to purchase an
aggregate of approximately 465,833 shares of common stock to certain employees,
directors and consultants. We are registering for re-sale the shares of common
stock that may be
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issued upon exercise of such stock options as part of the Registration Statement
of which this prospectus is a part.
If any of the above-mentioned shares of common stock were sold, whether
pursuant to a registration statement, or through a transaction undertaken in
compliance with Rule 144 or otherwise, the public market, if any, of our common
stock could be adversely affected.
LIMITED LIQUIDITY OF OUR COMMON STOCK
There is a limited public market for the shares of common stock. Our common
stock has been listed on the NASDAQ SmallCap Market since April 27, 1993. From
March 31, 1994 through March 30, 1999, the average daily trading volume of our
common stock on the NASDAQ SmallCap Market was approximately 40,559 shares. The
public trading market for our common stock has been limited, and the market
price for our common stock may not necessarily reflect our value. There may not
continue to be any active public trading market for the common stock.
MARKET PRICE VOLATILITY
There has been a history of significant volatility in the market prices of
securities of technology companies. Various factors and events, such as our
announcements or announcements by our competitors concerning new product
developments, governmental or other contracts, and developments or disputes
relating to patents or proprietary rights, may contribute to volatility and may
have a significant impact on the market price of our common stock. In addition,
the market price of our common stock may not bear any relationship to our value.
USE OF PROCEEDS
We will not receive any proceeds from any sales by the selling stockholders
of common stock under this prospectus. If the warrants to purchase common stock
which common stock is covered by this prospectus are exercised in full, we would
receive gross proceeds of approximately $62,500. If the options to purchase
common stock which common stock is covered by this prospectus are exercised in
full, we would receive gross proceeds of approximately $2,006,350. Such amounts
would be added to and used as working capital, including for developing,
testing, marketing and selling our products and services.
SELLING STOCKHOLDERS
An aggregate of 10,316,381 shares of common stock are being registered in
this offering for the account of the selling stockholders. Up to 9,722,515
shares of common stock were
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originally issued upon conversion of shares of our Series C Preferred Stock. As
part of the original issuance of our Series C Preferred Stock, we granted
certain registration rights with respect to the shares of common stock
issuable upon conversion of our Series C Preferred Stock. Such shares are
being registered pursuant to such registration rights.
Up to 465,833 shares of common stock may be offered, after their exercise,
if at all, of options granted to certain of our employees, directors and
consultants. Up to 100,000 shares of common stock may be offered by Clearwater
after its exercise, if at all, of a warrant to purchase common stock at an
exercise price of $0.625 per share. These warrants are exercisable at any time
and from time to time through February 4, 2002. In addition, we have granted
certain registration rights with respect to the shares of common stock issuable
upon exercise of such warrants. Such shares are being registered pursuant to
such registration rights. Such warrant was issued as part of the sale by
Clearwater of its shares of Series C Preferred Stock to RMS and Mr. Santangelo
(See "Risk Factors - Control of NRI" above). An outstanding warrant to purchase
up to 47,619 shares of common stock at an exercise price of $15.675 previously
held by Clearwater was cancelled as part of such transaction.
The table below presents certain information with respect to persons for
whom we are registering the shares for resale to the public. The shares being
registered pursuant to the Registration Statement of which this prospectus is a
part will be sold, if at all, by the selling stockholders listed below:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY OWNED
NAME BENEFICIALLY OWNED THAT MAY BE SOLD AFTER OFFERING
- ---- ------------------ ---------------- --------------
<S> <C> <C> <C>
RMS Limited Partnership 8,021,305 7,414,138 607,167 (1)
Francis R. Santangelo 1,391,710 (2) 1,358,377 (3) 33,333 (2)
Clearwater Fund III, L.P. 1,100,000 (4) 1,100,000 (4) 0
J. Anthony Forstmann 776,250 92,917 (5) 683,333
Frank M. Devine 347,249 283,333 (5) 63,916
Jeffrey P. Anthony 266,667 4,167 (5) 262,500
Karen M. Blonder 19,863 1,667 (5) 18,196
Timothy J. Brown 93,916 833 (5) 93,083
Gregory D. Cahue 18,584 417 (5) 18,113
Mary L. Collins 18,250 833 (5) 17,417
Cherylann M. George 27,832 1,333 (5) 26,499
Walter G. Hamilton 61,333 11,666 (5) 49,667
Gregory C. Jensen 104,333 1,667 (5) 102,66
Colleen M. Madigan 61,333 8,333 (5) 53,000
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Harvey Mandel 5,500 1,250(5) 3,250
Richard C. Rickard 4,945 1,167(5) 3,778
William A. Rogers 833 833(5) 0
Steven Skalski 5,001 4,167(5) 834
Maril Zbik 7,917 1,250(5) 6,667
</TABLE>
- -----------------
(1) Such amount would represent approximately 3.98% of the outstanding
shares of common stock after completion of the offering covered by this
prospectus.
(2) Includes 33,333 shares of common stock issuable upon exercise of
certain outstanding options.
(3) Includes 50,000 shares of common stock issuable upon exercise of
certain outstanding options granted outside of the Plan.
(4) Includes 100,000 shares of common stock issuable upon exercise of a
warrant.
(5) Includes shares of common stock issuable upon exercise of certain
outstanding options granted outside of the Plan.
J. Anthony Forstmann (since October 1991), Frank M. Devine (since June
1997), Francis R. Santangelo (since September 1997) amd Jeffery P. Anthony
(since March 1998) are serving as members of our Board of Directors. Since 1991,
Mr. Forstmann has also served in the past in various capacities including
Chairman of the Board, President and Chief Executive Officer. Mr. Anthony has
been our Chairman of the Board since March 1998 and President and Chief
Executive Officer since May 1998. All other selling stockholders, other than RMS
Limited Partnership and Clearwater Fund III, L.P., are present or future
employees of ours.
DESCRIPTION OF CAPITAL STOCK
The following is a summary of certain matters related to our capital stock.
The description of our capital stock is subject to the Delaware General
Corporation Law (the "DGCL") and to provisions contained in our Amended
Certificate of Incorporation and Amended Bylaws. Copies of our Certificate of
Incorporation and Bylaws have been filed as exhibits to the documents
incorporated by reference into this prospectus and to which reference is made
for a detailed description of the provisions thereof summarized below.
As of March 31, 1999, our authorized capital stock consisted of 1,000,000
shares of preferred stock 100,000 shares of which are issued and outstanding,
and 25,000,000 shares of common stock, of which 16,771,480 shares are issued and
outstanding. Other than RMS and Mr. Santangelo, holders of our capital stock
have no preemptive or other subscription rights. Of the authorized but unissued
shares of common stock as of March 31, 1999;
o an aggregate of 2,188,030 shares of common stock are reserved for
issuance upon the exercise of options granted or which may be granted under the
1992 Stock Incentive Plan and additional options granted to certain employees
outside of the 1992 Stock Incentive Plan;
o an aggregate of 465,833 shares of common stock are reserved for issuance
upon the exercise of options granted to certain employees outside of the Plan.
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o 1,056,026 shares of common stock are reserved for issuance upon
conversion of the Series A Preferred Stock into common stock; and
o approximately 311,687 shares of common stock are reserved for issuance
upon the exercise of outstanding warrants.
COMMON STOCK
Each holder of issued and outstanding shares of common stock will be
entitled to one vote per share on all matters submitted to a vote of our
stockholders. Holders of shares of common stock do not have cumulative voting
rights. Therefore, the holders of more than 50% of the shares of common stock
will have the ability to elect all of our directors.
Subject to prior rights of any preferred stock then outstanding, holders of
common stock are entitled to share ratably in dividends payable in cash,
property or shares of our capital stock, when, as and if declared by our Board
of Directors. The common stock will rank, with respect to payment of dividends,
behind any accrued dividends on any outstanding preferred stock. We do not
expect to pay any cash dividends on our common stock in the foreseeable future.
Upon our voluntary or involuntary liquidation, dissolution or winding up,
any assets remaining after prior payment in full of all of our debts and
liabilities and after prior payment in full of the liquidation preference of the
preferred stock would be paid ratably to holders of common stock.
All outstanding shares of common stock are, and any shares of common stock
to be issued upon conversion of the shares of Series A Preferred Stock will be,
fully paid and non-assessable.
PREFERRED STOCK
We are authorized to issue up to 1,000,000 shares of preferred stock. Our
Board of Directors is authorized to fix the voting rights, liquidation
preferences, dividend rights, conversion rights, rights and terms of redemption
and certain other rights and preferences of the preferred stock.
Our Board of Directors may, without stockholder approval, issue shares of
preferred stock with voting and conversion rights that could adversely affect
the voting power of the holders of common stock and may have the effect of
delaying, deferring or preventing a change in control of NRI.
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SERIES A PREFERRED STOCK
We have issued and there was outstanding as of March 31, 1999 100,000
shares of the Series A Preferred Stock. Subject to customary anti-dilution
provisions, each share of the Series A Preferred Stock may be converted upon the
election of the holder thereof into 10.56026 shares of common stock (1,056,026
shares in the aggregate). The shares of Series A Preferred Stock shall
automatically be converted into common stock upon the date on which our
cumulative gross revenues since April 28, 1992 exceeds $15 million. As of March
31, 1999, all 100,000 outstanding shares of Series A Preferred Stock were owned
by Home Shopping Network, Inc. Except as otherwise provided by law or our
Certificate of Incorporation, the holders of Series A Preferred Stock shall not
be entitled to vote on any matters submitted to our stockholders.
The holders of Series A Preferred Stock will not at any time be entitled to
any dividends. The shares of Series A Preferred Stock are not redeemable at any
time.
Upon our liquidation, dissolution or winding up, whether voluntary or
involuntary, the holders of the shares of Series A Preferred Stock would be
entitled, before any distribution or payment is made upon any other series of
preferred stock or common stock, to be paid an amount equal to $100 per share.
After such payment, the holders of Series A Preferred Stock shall not be
entitled to any further payment. If upon such liquidation, dissolution or
winding up, the assets to be distributed to the holders of Series A Preferred
Stock shall be insufficient to permit payment to such holders of the
preferential amount to which they are entitled, then all of our assets to be so
distributed shall be distributed to the holders of Series A Preferred Stock.
Upon any such liquidation, dissolution or winding up, after the holders of
Series A Preferred Stock shall have been paid in full the amounts to which they
shall be entitled, our remaining net assets may be distributed to the holders of
other series of preferred stock and to the holders of common stock.
THE DELAWARE BUSINESS COMBINATION ACT
Section 203 (the "Delaware Business Combination Act") of the DGCL imposes a
three-year moratorium on business combinations between a Delaware corporation
whose stock generally is publicly traded or held of record by more than 2,000
stockholders and an "interested stockholder" (in general, a stockholder
beneficially owning 15% or more of a corporation's outstanding voting stock) or
an affiliate or associate thereof unless:
o the board of directors of the corporation approved either the business
combination or the transaction resulting in the interested stockholder becoming
one prior to its occurrence;
o upon consummation of the transaction resulting in an interested
stockholder becoming such, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding from the calculation
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<PAGE>
of outstanding shares, shares beneficially owned by directors who are also
officers and certain employee stock plans); or
o the business combination is approved by (a) the board of directors of the
corporation and (b) holders of at least 66-2/3% of the outstanding shares (other
than those shares beneficially owned by the interested stockholder) at a meeting
of stockholders on or after an interested stockholder becomes one.
The term "business combination" is defined generally to include mergers or
consolidations of the corporation or its majority-owned subsidiary, sales,
leases or other transfers or dispositions of the assets or stock of the
corporation or its majority-owned subsidiary and transactions which increase an
interested stockholder's percentage ownership of stock of the corporation or its
majority owned subsidiary. The transaction by which RMS acquired our Series C
Preferred Stock was approved by our Board prior to its completion.
The Delaware Business Combination Act applies to certain corporations
incorporated in the State of Delaware unless the corporation expressly elects
not to be governed by such legislation and sets forth such election in:
o the corporation's original certificate of incorporation;
o an amendment to the corporation's bylaws as adopted by the corporation's
board of directors within 90 days of the effective date of such legislation; or
o an amendment to the corporation's certificate of incorporation or bylaws
is approved by (in addition to any other vote required by law) the affirmative
vote of a majority of the shares entitled to vote (however, such amendment would
not be effective until 12 months after the date of its adoption and would not
apply to any business combination between the corporation and any person who
became an interested stockholder on or prior to the adoption of such amendment).
We have not made such an election and are therefore subject to the Delaware
Business Combination Act.
DIRECTOR AND OFFICER LIABILITY PROVISIONS
As permitted by the DGCL, the Certificate of Incorporation contains a
provision which eliminates under certain circumstances the personal liability of
directors (only in their capacities as our directors) to us or our stockholders
for monetary damages for a breach of fiduciary duty as a director. The provision
in the Certificate of Incorporation does not change a director's duty of care,
but it does authorize us to eliminate monetary liability for certain violations
of that duty,
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<PAGE>
including violations based on grossly negligent business decisions which may
include decisions relating to attempted changes of control of NRI. The provision
does not affect the availability of equitable remedies for a breach of duty of
care, such as an action to enjoin or rescind a transaction involving a breach of
fiduciary duty. However, in certain circumstances equitable remedies may not be
available as a practical matter. The provision in the Certificate of
Incorporation in no way affects a director's liability under the federal
securities laws. In addition, the Bylaws indemnify, as allowed under the DGCL,
its past and current directors and officers for, and provides advancements in
respect of all expense, liability and loss reasonably incurred in connection
with any threatened, pending or completed action, suit or proceeding, either
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director or officer of NRI.
GENERAL
It is possible that our ability to issue preferred stock and the provisions
of the Delaware Business Combination Act may discourage other persons from
making a tender offer for or acquisitions of substantial amounts of our common
stock. This could have the incidental effect of inhibiting changes in management
and may also prevent temporary fluctuations in the market price of our common
stock which often result from actual or rumored takeover attempts. In addition,
the limited liability provisions in the Certificate of Incorporation with
respect to directors and the indemnification provisions in the Bylaws with
respect to directors and officers may discourage stockholders from bringing a
lawsuit against directors for breach of their fiduciary duty and may also have
the effect of reducing the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might otherwise have
benefitted us and our stockholders. Furthermore, a stockholder's investment in
NRI may be adversely affected to the extent that costs of settlement and damage
awards against our directors and officers are paid by us pursuant to the
indemnification provisions contained in the Bylaws described above.
TRANSFER AGENT
The Transfer Agent and Registrar for our common stock is U.S. Stock
Transfer Corporation, 1745 Gardena Avenue, Glendale, California 91201.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
Chicago, Illinois New York, New York. Please call the SEC at (800) SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public at the SEC's Web site at HTTP://WWW.SEC.GOV.
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<PAGE>
Such material can also be read at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below previously filed by us with
the SEC and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Proxy Statement dated April 6, 1999; and
3. The description of our common stock contained in Item 1 of our Form 8-A
filed with the SEC on October 19, 1992.
We will provide a copy of each of the documents incorporated by reference
upon your request at no cost. You may request a copy of these filings by writing
or telephoning us at the following address:
The National Registry Inc.
c/o Investor Relations
2502 Rocky Point Drive, Suite 100
Tampa, Florida 33607
(813) 636-0099
This prospectus is a part of a registration we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of common stock (or the perception that such
shares could occur) in the public market could adversely affect the market price
of our common stock. As of March 31, 1999, approximately 5,029,130 shares were
freely tradeable. The selling stockholders may sell up to 10,316,381 shares of
common stock pursuant to this prospectus plus such
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<PAGE>
indeterminable additional number of shares of common stock issuable upon
exercise of the warrants and options whose common stock is covered by this
prospectus, in the event certain anti-dilution provisions become operative. All
such shares will become freely tradeable upon their issuance or sale pursuant to
this prospectus.
All of the remaining approximately 1,420,919 outstanding shares of common
stock may be sold in the future in compliance with Rule 144 promulgated under
the Securities Act (ARule 144") or upon any registration thereof under the
Securities Act. Pursuant to Rule 144, a person holding restricted shares of
common stock for a period of one year may sell every three months in "brokers
transactions" and/or "market maker" transactions (each as defined in Rule 144)
an amount equal to the greater of (i) one percent (1%) of the issued and
outstanding common stock or (ii) the average weekly reported trading volume of
the common stock during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares of common stock
without any quantity limitation by a person who is not an affiliate of ours at
the time of such sale and during the three months preceding such sale and who
has satisfied a two-year holding period.
As of March 31, 1999, there have been granted and are outstanding under the
Plan options to purchase an aggregate of approximately 1,690,668 shares of
common stock at prices ranging from approximately $.64 to approximately $4.68
per share. To such date, options exercisable for approximately 813,031 shares of
common stock have vested. Our Board of Directors can grant under the Plan in the
future options to acquire an additional 497,362 shares of common stock. To the
extent that the market price of common stock at the time of exercise exceeds the
exercise price, the exercise of these options, if at all, would have a dilutive
effect. Further, holders of the foregoing options are likely to exercise them at
a time when we could receive funds from the sale our securities at a higher
price. We have registered under the Securities Act all of the shares of common
stock that may be issued upon exercise of the foregoing stock options as well as
options that may be granted under the foregoing plan in the future.
Accordingly, such shares of common stock, when issued, will be eligible for
sale by the holders thereof without further registration or compliance with the
requirements of Rule 144 (except that affiliates of ours must comply with the
volume limitations of Rule 144).
PLAN OF DISTRIBUTION
The selling stockholders may offer their shares of common stock at various
times in one or more of the following transactions:
o on the NASDAQ SmallCap Market;
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o in the over-the-counter market;
o in transactions other than on the NASDAQ SmallCap Market or in the
over-the-counter market;
o in privately negotiated transactions;
o in connection with short sales of the NRI shares;
o by pledge to secure debts and other obligations;
o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options; or
o in a combination of any of the above transactions.
The selling stockholders may sell their shares of common stock at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices.
When the selling stockholders sell their shares of common stock, we would
prepare a prospectus supplement if necessary. A prospectus supplement would list
the number of shares of common stock being offered and the terms of the
offering, including the proposed selling price to the public. The selling
stockholders may use broker-dealers to sell their NRI shares. If this happens,
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of NRI shares for
whom they acted as agents.
In connection with this registration of common stock, we will pay all of
the expenses, including, but not limited to, fees and expenses with respect to
required Securities and Exchange Commission and Nasdaq filings and in compliance
with applicable state securities or blue sky laws. We will not pay underwriting
discounts and selling commissions, or the fees and expenses of any counsel or
other advisors for the selling stockholders.
EXPERTS
Our financial statements appearing in the Annual Report on Form 10-K for
the year ended December 31, 1998 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such
17
<PAGE>
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
18
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TABLE OF CONTENTS
- -----------------
About NRI 2
Risk Factors 3
Use of Proceeds 8
Selling Stockholders 8
Description of Capital Stock 10
Plan of Distribution 16
Experts 17
Information Not Required in Prospectus II-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee $ 7,081
-------
NASD Listing Fee .................................. $ 7,500
-------
Accounting fees and expenses ...................... $10,000
-------
Legal fees and expenses ........................... $30,000
-------
Miscellaneous ..................................... $ 2,419
-------
Total ....................................... $57,000
-------
*Estimated.
None of the expenses of issuance and distribution of the shares to the
selling stockholder is to be borne by the selling stockholder.
Item 15. Indemnification of Directors and Officers.
Subsection (a) 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, 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
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<PAGE>
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.
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 him 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 him and incurred by him in any such capacity, or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145 of the DGCL.
Article Ninth of the Certificate of Incorporation and Article VI of the Bylaws
entitles our officers and directors to indemnification to the full extent
permitted by Section 145 of the DGCL. Article VI of the Bylaws allows us to
purchase insurance for the benefit of our officers and directors.
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
Certificate of Incorporation provides that none of our directors shall have any
personal liability to us or our 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 us or our 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.
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<PAGE>
We provide insurance from commercial carriers against certain liabilities
incurred by its directors and officers.
Item 16. Exhibits.
EXHIBIT
NO. DESCRIPTION
3.1 Articles of Incorporation, as amended to date, of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.3 of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991).
3.3 Certificate of Amendment to Certificate of Incorporation of the
Company, dated as of July 2, 1996 (incorporation by reference to
Exhibit 3.3 of the Company's Annual Report for the fiscal year
ended December 31, 1996).
3.4 Certificate of Amendment to Certificate of Incorporation of the
Company, dated as of May 26, 1998 (incorporation by reference to
Exhibit 3.4 of the Company's Annual Report for the fiscal year
ended December 31, 1998).
4.1 Certificate of the Voting Powers, Designations, Preferences,
Rights, Qualifications, Limitations and Restrictions of the Series
A Preferred Stock of the Company (incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the
period ended March 31,1997).
10.1 Agreement and Plan of Merger dated as of December 24, 1991 between
the Company, Topsearch and Top Search Merging Corp. (incorporated
by reference to the Company's Report on Form 8-K, dated December
24, 1991).
10.4 License Agreement, dated as of April 1, 1992, by and between Cogent
Systems, Inc. and the Company (confidential treatment requested)
(incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1992).
10.5 Stock Purchase Agreement, dated as of April 28, 1992, by and
between Home Shopping Network and the Company (incorporated by
reference to Exhibit 10.2 of the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1992).
10.10 Letter of Intent, dated as of March 9, 1995 (incorporated by
reference from the Exhibits to the Company's Report on Form 8-K,
dated March 1,1995).
10.11 Stock Purchase Agreement, dated as of March 14, 1995, by and among
the Company, RMS Limited Partnership ("RMS") and Francis R.
Santangelo (incorporated by reference from the Exhibits to the
Company's Report on Form 8-K, dated March 14, 1995).
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<PAGE>
10.14 Stockholders' Voting Agreement, dated as of March 14, 1995, by and
between J. Anthony Forstmann and RMS (incorporated by reference
from the Exhibits to the Company's Report on Form 8-K, dated March
14, 1995).
10.18 Form of Warrant, dated February 5, 1997 (incorporated by reference
to Exhibit 10.2 of the Company's Report on Form 8-K, dated February
6, 1997).
23 Consent of Ernst & Young LLP
Item 17. 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
Securities 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 Securities
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
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<PAGE>
(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.
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) or15(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 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 SEC 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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<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Tampa, State of Florida, on April 6, 1999.
THE NATIONAL REGISTRY INC.
By: /s/ JEFFERY P. ANTHONY
------------------------------------------
Name: Jeffrey P. Anthony
Title:President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: April 6, 1999 /s/ JEFFERY R. ANTHONY
-------------------------------------------
Jeffrey P. Anthony
Chairman, President, Chief Executive Officer
and Director
Date: April 6, 1999 /s/ JAMES W. SHEPPERD
-------------------------------------------
James W. Shepperd
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Date: April 6, 1999 /s/ HECTOR J. ALCALDE
-------------------------------------------
Hector J. Alcalde
Director
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<PAGE>
Date: April 6, 1999 /s/ FRANK M. DEVINE
-------------------------------------------
Frank M. Devine
Director
Date: April 6, 1999 /s/ J. ANTHONY FORSTMANN
-------------------------------------------
J. Anthony Forstmann
Director
Date: April 6, 1999 /s/ O. G. GREENE
-------------------------------------------
O. G. Greene
Director
Date: April 6, 1999 /s/ DONALD C. KLOSTERMAN
-------------------------------------------
Donald C. Klosterman
Director
Date: April 6, 1999 /s/ ROBERT J. ROSENBLATT
-------------------------------------------
Robert J. Rosenblatt
Director
Date: April 6, 1999 /s/ FRANCIS R. SANTANGELO
-------------------------------------------
Francis R. Santangelo
Director
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
23 Consent of Ernst & Young LLP
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The National
Registry Inc. for the registration of 10,316,381 shares of its common stock and
to the incorporation by reference therein of our report dated March 19, 1999,
with respect to the consolidated financial statements of The National Registry
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tampa, Florida
March 31, 1999
