<PAGE> 1
As filed with the Securities and Exchange Commission July 18, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
INFORMATION RESOURCE ENGINEERING, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C>
Delaware 52-1287752
(State of other Jurisdiction of Incorporation or (I.R.S Employer Identification No. )
Organization)
</TABLE>
8029 Corporate Drive
Baltimore, MD 21236
(Address of Principal Executive Offices) (Zip Code)
INFORMATION RESOURCE ENGINEERING, INC.
STOCK OPTION PLAN
(Full title of the Plan)
Mr. Anthony A. Caputo
Chairman, Chief Executive Officer and President
INFORMATION RESOURCE ENGINEERING, INC.
8029 Corporate Drive
Baltimore, MD 21236
(410) 931-7500
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Bruce R. Thaw, Esq.
45 Banfi Plaza
Farmingdale, NY, 11735
(516) 752-1760
Calculation of Registration Fee
-------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Titles of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 994,500 Shares $17.625 $17,528,063 $6,044.00
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) based upon a price of $17.625 per share which
was the average of the high and low sale prices as reported on the
Nasdaq National Market System on July 15, 1996.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act. Such documents have not been filed with the Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in the registration statement pursuant to item 3 of
Part II of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-20634)
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 (the "Annual Report");
2. The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996; and
3. The description of Common Stock contained in the Company's
Form 8-A Registration Statement filed with the Commission on September 16, 1992
and any amendment or report filed for the purpose of updating those
descriptions.
In addition, all documents filed subsequent to the date hereof by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to 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 also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such 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.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
This Registration Statement has been prepared, in substantial part, by
Bruce R. Thaw, General Counsel for the Company. Mr. Thaw has also given his
opinion on the validity of the securities being registered. Mr. Thaw is the
beneficial owner of 220,000 shares of the Company's Common Stock, together with
5,000 incentive stock options which were granted to Mr. Thaw under the
Company's Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees
and agents under certain circumstances as follows:
DEL. CODE ANN. TITLE 8
Sec. 145. Indemnification of officers, directors, employees
and agents; insurance
a) A corporation may 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 he 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, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he 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 reasonable
cause to believe that his conduct was unlawful.
b) A corporation may 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 he 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 against expenses (including
attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been
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<PAGE> 4
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.
c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
d) Any indemnification under subsection (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceedings, or (2) if such a quorum is not
obtainable, or, even, if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.
g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 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 liability under this section.
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<PAGE> 5
h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.
i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible. Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, is permitted to directors, officers or
controlling persons of the Registrant, pursuant to the above mentioned statutes
or otherwise, the Registrant understands that the Securities and Exchange
Commission is of the opinion that such indemnification may contravene federal
public policy, as expressed in said Act, and therefore, may be unenforceable.
Accordingly, in the event that a claim for such indemnification is asserted by
any director, officer or a controlling person of the Company, and the
Commission is still of the same opinion, the Registrant (except insofar as such
claim seeks reimbursement by the Registrant of expenses paid or incurred by a
director, officer of controlling person in successful defense of any action,
suit or proceeding) will, unless the matter has theretofore been adjudicated by
precedent deemed by counsel for the Registrant to be controlling, submit to a
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<PAGE> 6
court of appropriate jurisdiction the question whether or not indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following Exhibits, required by Item 601 of Regulation S-B, are
filed as part of this registration statement. Where such filing is made by
incorporation by reference (I/B/R), reference is made to Commission file number
0-20634 unless another statement or report is identified in parentheses.
<TABLE>
<S> <C> <C>
4.1 Specimen of Common Stock Certificate
of Registrant I/B/R(1)
4.2 Articles of Incorporation of Registrant, as
filed with the Secretary of State of Delaware
on November 1, 1988, as amended on March
6, 1989, May 19, 1989, September 22 , 1992,
June 30, 1995 and October 4, 1995 I/B/R(2)
4.3 By-laws of Registrant I/B/R(1)
4.4 Information Resource Engineering, Inc.
Stock Option Plan I/B/R(3)
4.5 Example of Stock Option Agreement intended
to be used under the Stock Option Plan
5 Opinion of Counsel as to the legality
of securities being registered
15 Not Applicable
23.1 Consent of Bruce R. Thaw, Counsel to
the Company (contained in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP, Certified
Public Accountants.
24 Power of Attorney (Contained on signature page)
28 Not Applicable
</TABLE>
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(1) Filed as an exhibit to the Registration Statement on Form S-18 (File
No. 33-28673) of the Registrant and incorporated herein by reference.
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<PAGE> 7
(2) Filed as an exhibit to the Registration Statement on Form SB-2 (File
No. 33-8061) of the Registrant and incorporated herein by reference.
(3) Filed as an exhibit to the Registration Statement on Form S-1 (File
No. 33-52066) of the Registrant and incorporated herein by reference.
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 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 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to any charge provision, by-law contract,
arrangements statute, or otherwise, the registrant 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 for indemnification against such liabilities (other
than the payment by 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 against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 8
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized at Baltimore, Maryland on the 16th day of July, 1996.
INFORMATION RESOURCE ENGINEERING, INC.
By:/s/Anthony A. Caputo
----------------------------------
ANTHONY A. CAPUTO, Chairman
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose
signature appears below constitutes and appoints Anthony A. Caputo and David A.
Skalitzky, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Anthony A. Caputo Chairman, Chief Executive Officer, July 16, 1996
- ------------------------------------ President (Principal Executive Officer)
ANTHONY A. CAPUTO
/s/ Jill Leukhardt Senior Vice President, Director July 16, 1996
- ------------------------------------
JILL LEUKHARDT
/s/ David A. Skalitzky Vice President of Finance and July 16, 1996
- ------------------------------------ Administration, Secretary/Treasurer
DAVID A. SKALTIZKY (Principal Financial and Accounting Officer)
/s/ Douglas E. Kozlay Director July 16, 1996
- ------------------------------------
DOUGLAS E. KOZLAY
/s/ Bruce R. Thaw Director July 16, 1996
- ------------------------------------
BRUCE R. THAW
/s/ Allan Thaw Director July 16, 1996
- ------------------------------------
ALLAN THAW
/s/ Ira A Hunt, Jr. Director July 16, 1996
- ------------------------------------
IRA A. HUNT, JR.
</TABLE>
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<PAGE> 1
EXHIBIT 4.5
INFORMATION RESOURCE ENGINEERING, INC.
INCENTIVE STOCK OPTION AWARD AGREEMENT
Date
Employee Name
and Address
Dear
The Board of Directors of Information Resource Engineering, Inc. (the
"Company") has granted to you on the date indicated above an Incentive Stock
Option to purchase ________ shares of the Common Stock, par value $.01 per
share, of the Company (the "Common Stock") at an exercise price of
$__________ per share.
1. Acceptance of Incentive Stock Option Award Agreement
Your execution of this Incentive Stock Option Award Agreement
indicates your acceptance of and your willingness to be bound by its
terms. It imposes no obligation upon you to purchase any of the
shares subject to your option. Your obligation to purchase shares
arises only upon your exercise of the option in the manner set forth
in paragraph 3 hereof.
2. Time of Exercise
The option granted to you hereunder may be exercised, on a cumulative
basis, as to _____________ percent of the total number of shares
covered hereby per year commencing from the date of the grant of the
option hereunder, until the expiration of the option; provided,
however, that this option may not be exercised as to less than 100
shares at any one time. This option expires on __________________
whether or not it has been duly exercised, unless sooner terminated as
provided in paragraphs 6,7 and 8 hereof.
3. Method of Exercise
This option shall be exercisable by a written notice signed by you and
delivered to the Company at its principal executive offices, attention
of the Treasurer of the Company, signifying your election to exercise
the option, and accompanied by cash or a certified check to the order
of the Company for the full purchase price of the shares being
purchased. The notice, which must be substantially in the form
annexed hereto as Appendix "A", must state the number of shares of
Common Stock as to which your option is being exercised. If notice of
the exercise of this option is given by a person or persons other than
you, the Company may require, as a condition to the exercise of the
option, the submission to the Company of appropriate proof of the
right of such person or persons to exercise the option.
<PAGE> 2
4. Issuance of Certificates Upon Exercise of Option
Certificates representing the shares of the Common Stock for which
payment is made upon exercise of this option shall be issued as soon
as practicable. Until the issuance of the certificate for such
shares, you or such other person as may be entitled to exercise this
option, shall have none of the rights of a stockholder with respect to
the shares subject to this option.
The Company will use reasonable efforts to comply with all applicable
federal and state laws, rules and regulations or any applicable
listing requirements of any securities exchange on which the Common
Stock is then listed.
5. Investment Covenant
You represent and agree that as a condition to the exercise of this
option, the shares of Common Stock of the Company that you acquire
under this option will be purchased for investment and not with a view
for distribution or resale, unless counsel for the Company is then of
the opinion that such a representation is not required under
Securities Act of 1933 or any other applicable law, regulation or rule
of any governmental agency.
6. Termination of Employment
If your employment with the Company (or a subsidiary thereof) is
terminated for any reason other than by death, disability or
retirement at age 65, you may exercise this option within three months
of the date of termination to the extent this option was exercisable
on the date of termination; provided, however, that such exercise must
occur not later than ______.
7. Retirement or Disability
If your employment with the Company (or a subsidiary thereof) is
terminated by reason of your disability or retirement at age 65, you
may exercise this option within three months from the date of
termination due to retirement or within one year from the date of
termination due to disability to the extent this option was
exercisable on the date of termination; provided, however, that such
exercise must occur not later than _____________________.
8. Death
If you die while employed by the Company (or a subsidiary thereof), or
die within three months after termination of your employment due to
retirement at age 65, this option may be exercised by the person or
persons to whom your rights under the option are transferred by will
or by the laws of descent and distribution within three months from
the date of your death to the extent this option was exercisable on
the date of your death, but in no event later than ______________
______.
9. Non-Transferability of Option
This option shall not be transferable or assignable except by will or
the laws of descent and distribution, and may be exercised during your
lifetime only by you.
<PAGE> 3
10. Adjustments Upon Certain Changes In Capitalization
If at any time after the date of grant of this option, the Company
shall, by stock dividend, stock split, combination, reclassification
or exchange, or through merger or consolidation, or otherwise, change
its shares of Common Stock into a different number, kind or class of
shares or other securities or property, then the number of shares
covered by this option and the price of each share shall be
proportionately adjusted for any such change by the Board of
Directors, whose determination shall be final, binding and conclusive.
In the event of a liquidation of the Company, or a merger,
acquisition, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, any unexercised options granted hereby shall be
deemed canceled unless the surviving corporation in any such merger,
reorganization or consolidation elects to assume the option granted
hereby or to issue substitute options in place thereof; provided,
however, that, notwithstanding the foregoing, if the option granted
hereby would otherwise be canceled in accordance with the foregoing,
you shall have the right, exercisable during a ten-day period ending
on the fifth day prior to such liquidation, acquisition, merger or
consolidation, to exercise this option in whole or in part, such
exercise to be effective only upon such liquidation, or the closing of
such acquisition, merger or consolidation. Any fraction of a share
resulting from the foregoing adjustments shall be eliminated and the
price per share of the remaining shares subject to this option
adjusted accordingly.
<TABLE>
<S> <C>
INFORMATION RESOURCE ENGINEERING, INC.
BY:
-----------------------------------------
AGREED TO AND ACCEPTED
-------------- ----------------------------------
Date Employee Name
</TABLE>
<PAGE> 4
APPENDIX "A"
FORM OF NOTICE OF EXERCISE OF STOCK OPTION
[Name and Address of Optionee]
[Date]
Information Resource Engineering, Inc.
8029 Corporate Drive
Baltimore, Md. 21236
Re: Exercise of Stock Option
Gentlemen:
In accordance with the terms of the Incentive Stock Option Agreement
between Information Resource Engineering, Inc. (the "Company") and the
undersigned dated _______________, I hereby elect to exercise said option to
purchase ___________ shares at the purchase price of $________ per share. In
connection therewith, enclosed please find a certified check payable to the
order of the Company in the amount of $___________.
My social security number is ___________________.
Please arrange to have a certificate(s) for the purchased shares issued in the
denomination(s) of _____________________________.
Yours Truly,
------------------------------------------
[Signature]
<PAGE> 1
EXHIBIT 5
Law Offices
Bruce R. Thaw
45 Banfi Plaza
Farningdale, NY 11735
(516)752-1760
July 16, 1996
Board of Directors
Information Resource Engineering, Inc.
8029 Corporate Drive
Baltimore, MD 21736
I have examined the Registration Statement on Form S-8 to be filed by
Information Resource Engineering, Inc. (the "Company") with the Securities and
Exchange Commission on or about July 18, 1996 (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as
amended, of 994,500 shares of the Company's common stock, $.01 par value (the
"Shares"), issuable upon exercise of options granted or to be granted under the
Information Resource Engineering, Inc. Stock Option Plan (the "Plan"),
including all exhibits to the Registration Statement.
It is my opinion that the Shares, when issued and sold in the manner
referred to in the Plan and the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
Bruce R. Thaw
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Information Resource Engineering, Inc.:
We consent to the use of our report dated March 15, 1996 included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995
incorporated herein by reference
KPMG PEAT MARWICK LLP
Baltimore, Maryland
July 12, 1996
