<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1999.
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2303920
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2800 W. MOCKINGBIRD LANE
DALLAS, TEXAS 75235
(214) 902-5086
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
-----------------------
TYLER TECHNOLOGIES, INC. STOCK OPTION PLAN
(Full title of the Plan)
-----------------------
THEODORE L. BATHURST
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TYLER TECHNOLOGIES, INC.
2800 W. MOCKINGBIRD LANE
DALLAS, TEXAS 75235
(214) 902-5086
(Name, address, and telephone number,
including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,000,000 $5.375 $5,375,000 $1,494
=======================================================================================================================
</TABLE>
1 Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate additional amount of
shares of Common Stock to be offered or sold pursuant to the anti-dilution
provisions of the Tyler Technologies, Inc. Stock Option Plan.
2 Estimated solely for the purpose of calculating the registration fee, which
has been computed in accordance with Rule 457(h), based on the average of
the high and low prices for the Common Stock on the New York Stock Exchange
Composite Tape for June 25, 1999.
Shares of Common Stock of the Registrant for issuance upon exercise of
employee stock options have been heretofore registered under Registration
Statements on Form S-8 No. 33-34544, No. 333-34809, and 333-52163 of the
Registrant. These shares of Common Stock and the options are described in
Section 10(a) prospectus for this Registration Statement in accordance with Rule
429 of the General Rules and Regulations under the Securities Act of 1933, as
amended.
<PAGE> 2
FORM S-8
On February 18, 1999, the Board of Directors of the Registrant adopted,
subject to stockholder approval, Amendment No. 3 to the Tyler Technologies, Inc.
Stock Option Plan (the "Plan") to increase the number of shares of Registrant's
Common Stock issued or reserved for issuance under the Plan from 3,300,000 to
4,300,000. Amendment No. 3 to the Plan was approved by the stockholders of the
Registrant on May 19, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by Tyler Technologies,
Inc. (the "Company") are incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1998,
which contains audited financial statements of the Company for the year ended
December 31, 1998 (the "1998 Form 10-K").
(b) All reports filed by the Company pursuant to Sections 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1998.
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form S-1, including any amendment or report
filed for the purpose of updating such description.
(d) The Registration Statements on Forms S-8 (File Nos. 33-34544,
333-34809, and 333-52163) filed with the Commission on April 25, 1990, September
2, 1997, and May 8, 1998,
<PAGE> 3
respectively, relating to the Plan, including the documents incorporated by
reference therein (the "Prior Form S-8s").
Any statement contained in a document incorporated or deemed to be
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
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or is otherwise involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a officer or director of the Company or is or was serving at the
request of the Company as a director or officer of another entity shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law ("DGCL") against all expense, liability and
loss reasonably incurred or suffered by such person in connection therewith. The
right to indemnification includes the right to be paid by the Company for
expenses incurred in defending any such proceeding in advance of its final
disposition. Officers and directors are not entitled to indemnification if such
persons did not meet the applicable standard of conduct set forth in the DGCL
for officers and directors.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 4
ITEM 8. EXHIBITS.
In addition to the exhibits filed or incorporated by reference into the
Prior Form S-8s, the following documents are filed as Exhibits to this
Registration Statement:
4.1 Amendment No. 3 to the Tyler Technologies, Inc. Stock Option
Plan.
5.1 Opinion of Corporate Counsel of Tyler Technologies, Inc.
23.1 Consent of Corporate Counsel of Tyler Technologies, Inc.
(contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) 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;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference 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 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.
<PAGE> 5
(b) 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 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification by the Registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on July 1,
1999.
TYLER TECHNOLOGIES, INC.
By: /s/ John M. Yeaman
----------------------------------
Name: John M. Yeaman
Title: President and Chief Executive
Officer
By: /s/ Theodore L. Bathurst
----------------------------------
Name: Theodore L. Bathurst
Title: Vice President and Chief Financial
Officer
<PAGE> 6
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John M. Yeaman and Theodore L. Bathurst, his true and lawful
attorney-in-fact and agent with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, 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 agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John M. Yeaman President, Chief Executive Officer, June 29, 1999
------------------ and Director
John M. Yeaman
/s/ Theodore L. Bathurst Vice President and Chief June 29, 1999
------------------------ Financial Officer
Theodore L. Bathurst
/s/ Louis A. Waters Chairman of the Board June 29, 1999
-------------------
Louis A. Waters
/s/ William D. Oates Director June 29, 1999
--------------------
William D. Oates
/s/ C.A. Rundell, Jr. Director June 29, 1999
----------------------
C.A. Rundell, Jr.
/s/ Frederick R. Meyer Director June 29, 1999
----------------------
Frederick R. Meyer
/s/ Ernest H. Lorch Director June 29, 1999
-------------------
Ernest H. Lorch
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Amendment No. 3 to the Tyler Technologies, Inc. Stock Option
Plan.
5.1 Opinion of Corporate Counsel of Tyler Technologies, Inc.
23.1 Consent of Corporate Counsel of Tyler Technologies, Inc.
(contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMENDMENT NO. 3
TO THE TYLER TECHNOLOGIES, INC.
STOCK OPTION PLAN
Pursuant to Section 17 of the Tyler Technologies, Inc. Stock Option
Plan, as amended (the "Plan"), the Plan is hereby amended to as follows:
1. Section 5 of the Plan is hereby amended to read in its entirety as
follows:
5. SHARES SUBJECT TO PLAN. The Committee may not grant options
under the Plan, including to any individual employee, for more than
4,300,000 shares of Common Stock of the Company, but this number may be
adjusted to reflect, if deemed appropriate by the Committee, any stock
dividend, stock split, share combination, recapitalization or the like,
of or by the Company. The Committee may grant options for a larger
number of shares, but the terms of the options must be such that no
more than the number of shares specified in the previous sentence may
be issued on exercise of options granted under the Plan. Shares to be
optioned and sold may be made available from either authorized but
unissued Common Stock or Common Stock held by the Company in its
treasury. Shares that by reason of the expiration of an option or
otherwise are no longer subject to purchase pursuant to an option
granted under the Plan may be reoffered under the Plan.
IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the 19th day of May, 1999.
TYLER TECHNOLOGIES, INC.
By: /s/ Theodore L. Bathurst
------------------------------------------
Name: Theodore L. Bathurst
Title: Vice President and Chief Financial Officer
<PAGE> 1
EXHIBITS 5.1 AND 23.1
Opinion of Tyler Technologies, Inc. Corporate Counsel
Consent of Tyler Technologies, Inc. Corporate Counsel
<PAGE> 2
EXHIBIT 5.1 AND 5.2
June 30, 1999
Tyler Technologies, Inc.
2800 W. Mockingbird Lane
Dallas, Texas 75235
Re: Registration Statement on Form S-8 for the Tyler
Technologies, Inc. Stock Option Plan
Gentlemen:
I have acted as special counsel to Tyler Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,000,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share, issuable pursuant to the Tyler
Technologies, Inc. Stock Option Plan (the "Plan"). The Shares are being
registered pursuant to a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission on or about July 1, 1999 (the "Registration
Statement").
In connection with this opinion, I have examined such documents and
records of the Company and such statutes, regulations, and other instruments and
certificates as I have deemed necessary or advisable for the purposes of this
opinion. I have assumed that all signatures on all documents presented to us are
genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true and correct
copies of the originals thereof. I have also relied upon such certificates of
public officials, corporate agents, and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein, which were not independently established.
Based on the foregoing, I am of the opinion that the Shares will be, if
and when issued and paid for in accordance with the Plan, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
By: /s/ H. Lynn Moore, Jr.
----------------------
H. Lynn Moore, Jr.
Corporate Counsel
<PAGE> 1
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
<PAGE> 2
EXHIBIT 23.2
Consent of Independent Auditors
Board of Directors
Tyler Technologies, Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Tyler Technologies, Inc. Stock Option Plan of our report
dated March 19, 1999 (except for the second paragraph of Note 3, as to which the
date is March 26, 1999), with respect to the consolidated financial statements
and schedule of Tyler Technologies, 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
Dallas, Texas
June 25, 1999
