As filed with the Securities and Exchange Commission on July 30, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
INFORMATION MANAGEMENT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
--------------
Connecticut 06-1289928
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
--------------
One Corporate Drive, Suite 414
Shelton, Connecticut 06484
(203) 925-6800
(Address of Principal Executive Offices) (Zip Code)
Information Management Associates, Inc. Amended
and Restated 1991 Stock Option Plan
Information Management Associates, Inc. 1996 Employee
and Consultant Stock Option Plan
Information Management Associates, Inc. 1996 Non-Employee
Directors Stock Option Plan
Information Management Associates, Inc.
Employee Stock Purchase Plan
(Full title of the plans)
--------------
Albert R. Subbloie, Jr.
President and Chief Executive Officer
Information Management Associates, Inc.
One Corporate Drive, Suite 414
Shelton, Connecticut 06484
(203) 925-6800
(Name, address and telephone number, including area code, of agent for service)
--------------
Copy to:
Thomas L. Fairfield, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Goodwin Square, 225 Asylum Street
Hartford, Connecticut 06103
(860) 293-3500
--------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock (no par value) to 900,000 $13.00 (1) $11,700,000 $3,545.45
be issued upon exercise of options
granted under the Amended and
Restated 1991 Stock Option Plan
Common Stock (no par value) to 900,000 $13.00 (1) $11,700,000 $3,545.45
be issued upon exercise of options
granted under the 1996 Employee
and Consultant Stock Option Plan
Common Stock (no par value) to 135,000 $13.00 (1) $1,755,000 $531.82
be issued upon exercise of options
granted under the 1996 Non-Employee
Directors Stock Option Plan
Common Stock (no par value) to 450,000 $11.05 (2) $4,972,500 $1,506.82
be issued pursuant to the Employee
Stock Purchase Plan
TOTAL $9,129.54
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the opening price as reported by
The Nasdaq Stock Market on July 30, 1997.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the opening price as
reported by The Nasdaq Stock Market on July 30, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Information Management Associates, Inc., a
Connecticut corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Registration Statement on Form S-1, as amended (No.
333-22923), and the prospectus filed with the Commission pursuant to
Rule 424(b)(4) under the Securities Act of 1933, as amended (the
"Securities Act"), that contains audited financial statements for the
Company's latest fiscal year for which such statements have been
filed;
(b) The description of the Company's Common Stock which is contained in
the Form 8- A Registration Statement filed by the Company with the
Commission on July 24, 1997, including any amendment or report
filed for the purpose of updating such description; and
(c) All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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
herein and to be a part of this Registration Statement from the date
of the filing of such documents. 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 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.
The documents incorporated by reference herein contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risks identified in the respective documents incorporated by
reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 33-771 of the Connecticut Business Corporation Act (the "CBCA")
permits a corporation generally to indemnify any individual made a party to
a proceeding because he is or was a director or officer of the corporation
against any liabilities incurred by such person in such proceedings if: (i)
he conducted himself in good faith; (ii) he reasonably believed (A) in the
case of conduct in his official capacity within the corporation, that his
conduct was in its best interests and (B) in all other cases, that his
conduct was at least not opposed to its best interests; and (iii) in the
case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; provided, however, a corporation may not indemnify a
director or officer under such section if: (i) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (ii) in connection with any other
proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable
on the basis that personal benefit was improperly received by him. In
addition, Sections 33-772 and 33-776 of the CBCA provide that, unless
limited by its certificate of incorporation, a corporation shall indemnify
each officer and director who is wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because
he is or was a director or officer of the corporation against reasonable
expenses incurred by him in connection with the proceeding.
Article VIII of the Company's Certificate of Incorporation and Section 7.2
of the Company's Bylaws provide that the Company shall indemnify all
directors and officers to the fullest extent permitted by the CBCA.
Section 7.2 of the Bylaws also provides that the Board of Directors may
cause the Company to indemnify any employee or agent to the same extent as
an officer or director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
- ----------
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
10.1* Amended and Restated 1991 Stock Option Plan and form of Stock Option
Agreements thereunder
10.2* 1996 Employee and Consultant Stock Option Plan and form of Stock Option
Agreement thereunder
10.3* 1996 Non-Employee Directors Stock Option Plan and form of Stock Option
Agreement thereunder
10.4* Employee Stock Purchase Plan and form of Subscription Agreement
thereunder
23.1 Consent of Arthur Andersen LLP, independent accountants
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.1)
24.1 Power of Attorney (see page II-6)
- --------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-22923), which was declared effective by the
Commission on July 30, 1997.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for 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 section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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 the foregoing provisions, 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 of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Shelton, State of Connecticut on July 30, 1997.
INFORMATION MANAGEMENT ASSOCIATES, INC.
By: /s/ Albert R. Subbloie, Jr.
___________________________________________
Albert R. Subbloie, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Information Management
Associates, Inc. hereby severally constitute and appoint Albert R. Subbloie, Jr.
and Gary R. Martino, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Information
Management Associates, Inc. to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Albert R. Subbloie, Jr.
___________________________ President, Chief Executive July 30, 1997
Albert R. Subbloie, Jr. Officer and Director
(Principal Executive
Officer)
/s/ Gary R. Martino
_________________________ Chairman of the Board of July 30, 1997
Gary R. Martino Directors, Chief Financial
Officer, Treasurer and
Director (Principal
Financial and Accounting
Officer)
/s/ Paul J. Schmidt
_________________________ Director July 30, 1997
Paul J. Schmidt
/s/ Andrei Poludnewycz
_________________________ Director July 30, 1997
Andrei Poludnewycz
/s/ Thomas F. Hill
_________________________ Director July 30, 1997
Thomas F. Hill
/s/ Donald P. Miller
_________________________ Director July 30, 1997
Donald P. Miller
/s/ David J. Callard
_________________________ Director July 30, 1997
David J. Callard
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
10.1* Amended and Restated 1991 Stock Option
Plan and form of Stock Option
Agreements thereunder
10.2* 1996 Employee and Consultant
Stock Option Plan and form of Stock Option
Agreement thereunder
10.3* 1996 Non-Employee Directors Stock Option Plan
and form of Stock Option Agreement
thereunder
10.4* Employee Stock Purchase Plan and form of
Subscription Agreement thereunder
23.1 Consent of Arthur Andersen LLP, independent accountants
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-6)
- --------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-22923), which was declared effective by the
Commission on July 30, 1997.
LeBoeuf, Lamb, Greene & MacRae
L.L.P.
Goodwin Square
225 Asylum Street
Hartford, CT 06103
July 30, 1997
Board of Directors
Information Management Associates, Inc.
One Corporate Drive, Suite 414
Shelton, CT 06484
Gentlemen:
We have acted as special counsel to Information Management Associates,
Inc., a Connecticut corporation (the "Company"), in connection with the filing
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission on July 30, 1997. The Registration Statement
covers 2,385,000 shares of common stock, no par value, of the Company (the
"Shares") which are issuable under the Company's following employee benefit
plans (collectively, the "Plans"):
(i) the Information Management Associates, Inc. Amended and Restated 1991
Stock Option Plan;
(ii) the Information Management Associates, Inc. 1996 Employee and
Consultant Stock Option Plan;
(iii) the Information Management Associates, Inc. 1996 Non-Employee
Directors Stock Option Plan; and
(iv) the Information Management Associates, Inc. Employee Stock Purchase
Plan.
We have examined the originals, or photostatic or certified copies, of the
Certificate of Incorporation and By-laws of the Company, records of the Company,
certificates of officers of the Company and of public officials, and such other
documents as we have deemed relevant and necessary as the basis of the opinion
set forth below. In such examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
photostatic or certified copies and the authenticity of the originals of such
copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares will, when issued to the Plans' participants pursuant to the Plans and
the agreements relating thereto, be validly issued, fully paid and
nonassessable.
We express no opinion as to the laws of any jurisdiction other than the
Laws of the United States of America and the Connecticut Business Corporation
Act.
We consent to the filing of this opinion with and as a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae
L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Hartford, Connecticut
July 30, 1997
