<PAGE> 1
As filed with the Securities and Exchange Commission on October 14, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN BUSINESS INFORMATION, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 47-0751545
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5711 SOUTH 86TH CIRCLE
OMAHA, NEBRASKA 68127
(Address of principal executive offices)
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AMERICAN BUSINESS INFORMATION, INC.
1992 STOCK OPTION PLAN
AMERICAN BUSINESS INFORMATION, INC.
1997 CLASS A COMMON STOCK OPTION PLAN
(Full title of the plans)
-------------------------------
STEVEN PURCELL
CHIEF FINANCIAL OFFICER
AMERICAN BUSINESS INFORMATION, INC.
5711 SOUTH 86TH CIRCLE
OMAHA, NEBRASKA 68127
(402) 593-4500
(Name, address and telephone number of agent for service)
-------------------------------
Copy to:
Francis S. Currie, Esq.
Martin A. Wellington, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
-------------------------------
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------ ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1992 Stock Option Plan(2)
Class A Common Stock 3,193,025 $ 12.00 $ 38,316,300 $ 11,650
Class B Common Stock 1,868,500 $ 11.88 $ 22,197,780 $ 6,750
1997 Class A Common Stock Option
Plan(3)
2,000,000 $ 12.00 $ 24,000,000 $ 7,300
Class A Common Stock
Total 7,061,525 -- $ 84,514,080 $ 25,700
========== ======== ============ ========
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Class A Common Stock and Class B Common Stock as reported on the
Nasdaq National Market on October 10, 1997.
(2) On October 3, 1997, the Company reclassified its existing Common Stock
as Class B Common Stock, authorized a new class of common stock designated
Class A Common Stock (together the "Reclassification"), and declared a
dividend of one share of Class A Common Stock for every share of Class B
Common Stock outstanding as of that date (the "Stock Dividend"). Pursuant
to the Reclassification, the Stock Dividend, and the terms of the Company's
1992 Stock Option Plan, options to purchase Common Stock that were
outstanding prior the Reclassification and the Stock Dividend, became
options to purchase both, but not either, one share of Class A Common Stock
and one share of Class B Common Stock. Pursuant to the Company's
correspondence with the Nasdaq National Market, the Company has agreed not
to issue any further options to purchase Class B Common Stock after the
Reclassification and the Stock Dividend without Nasdaq consent. Of the
shares of Class B Common Stock issuable pursuant to the exercise of
currently outstanding options, 1,900,000 shares were previously registered
on Registration Statements on Form S-8 ( Files No. 33-59256 and 33-91194).
The Company is hereby registering 1,868,500 shares of Class B Common Stock
subject to presently outstanding options, which shares have not yet been
registered. In addition, the Company is registering hereby 3,193,025 shares
of Class A Common Stock which became issuable upon exercise of currently
outstanding options under the 1992 Stock Option Plan by virtue of the
Reclassification and the Stock Dividend.
(3) The Board of Directors and the stockholders of the Company have approved
the reservation of 2,000,000 shares of the Company's Class A Common Stock
for issuance under the Company's 1997 Class A Common Stock Option Plan.
<PAGE> 3
AMERICAN BUSINESS INFORMATION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, as amended, filed with the Commission.
(b) The Registrant's Quarterly Report on Form 10-Q for the
three months ended March 31, 1997, as amended, the Registrant's Quarterly Report
on Form 10-Q for the three months ended June 30, 1997, the Registrant's Current
Report on Form 8-K dated February 28, 1997, as amended, the Company's Current
Report on Form 8-K dated August 5, 1997, the Registrant's Current Report on Form
8-K dated September 8, 1997 and the Company's Current Report on Form 8-K dated
October 3, 1997, as amended, filed with the Commission.
(c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form S-3 (File No. 333-36669) filed by the
Registrant with the Commission on September 29, 1997, and any amendment or
report filed hereafter for the purpose of updating such description.
The Registrant's Registration Statement on Form 8-A, dated
October 19, 1991, as amended, the Registrant's Registration Statement on Form
8-A file August 6, 1997, as amended, the Registrant's Registration Statement on
Form 8-A filed October 3, 1997 and the Registrant's Registration Statement on
Form 8-A filed October 3, 1997, filed with the Commission are hereby
incorporated by reference.
The Registrant hereby incorporates by reference in this
Registration Statement the contents of the Registrant's Registration Statements
on Form S-8 (Registration Nos. 33-59256 and 33-91194).
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement, and 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 the Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Registrant's Certificate of Incorporation, as amended, and
Bylaws provide for indemnification of its officers, directors, employees and
other agents to the maximum extent permitted by the Delaware Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors, the form of which is attached hereto as Exhibit 99.1
Item 7. Exemption from Registration Claims.
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
----------- --------------------------------------------------------------------------------
<S> <C> <C>
4.1 American Business Information, Inc. 1992 Stock Option Plan, as amended to date.
4.2 American Business Information 1997 Class A Common Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the securities
being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
99.1 Form of Indemnification Agreement is incorporated herein by
reference to Exhibit 10.15 of the Company's Registration
Statement on Form S-1, (File No. 33-51352) filed with the
Securities and Exchange Commission on August 28, 1992.
</TABLE>
Item 9. Undertakings
(a) Rule 415 Offering. 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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of 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 Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
II-2
<PAGE> 5
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;
provided, however, that paragraphs (a)(1)(i) and (a)(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 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 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.
(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(a) 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 an initial bona
fide offering thereof.
(c) 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 Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, 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 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.
II-3
<PAGE> 6
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, in the City of Omaha, State of Nebraska, on October 8, 1997.
AMERICAN BUSINESS INFORMATION, INC.
By: /s/ Steven Purcell
--------------------------------------
Steven Purcell
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott Dahnke and Steven Purcell and each
of them, jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each said
attorneys-in-fact or his substitute or substitutes, may 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:
Date: October 10, 1997 /s/ Vinod Gupta
---------------------------------------------------
Vinod Gupta, Chairman of the Board
Date: October 8, 1997 /s/ Scott Dahnke
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Scott Dahnke, Chief Executive Officer and Director
Date: October 8, 1997 /s/ Steven Purcell
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Steven Purcell, Chief Financial Officer
and Secretary (principal financial
officer and principal accounting officer)
Date: October 8, 1997 /s/ Jon H. Wellman
---------------------------------------------------
Jon H. Wellman, Director
Date: October 8, 1997 /s/ Jon D. Hoffmaster
---------------------------------------------------
Jon D. Hoffmaster, Director
Date: October 9, 1997 /s/ Gautam Gupta
---------------------------------------------------
Gautam Gupta, Director
Date: October 8, 1997 /s/ Elliot S. Kaplan
---------------------------------------------------
Elliot S. Kaplan, Director
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<PAGE> 7
Date: October 8, 1997 /s/ Harold Andersen
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Harold Andersen, Director
Date: October 8, 1997 /s/ George J. Kubat
---------------------------------------------------
George J. Kubat, Director
Date: October 8, 1997 /s/ Paul A. Goldner
---------------------------------------------------
Paul A. Goldner, Director
Date: October 9, 1997 /s/ George F. Haddix
---------------------------------------------------
George F. Haddix, Director
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
----------- --------------------------------------------------------------------------------
<S> <C> <C>
4.1 American Business Information, Inc. 1992 Stock Option Plan, as amended to date.
4.2 American Business Information 1997 Class A Common Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the securities
being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
99.1 Form of Indemnification Agreement is incorporated herein by
reference to Exhibit 10.15 of the Company's Registration
Statement on Form S-1, (File No. 33-51352) filed with the
Securities and Exchange Commission on August 28, 1992.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMERICAN BUSINESS INFORMATION, INC.
1992 STOCK OPTION PLAN
AS AMENDED EFFECTIVE UPON THE 1997 DATE, IF ANY, OF THE DECLARATION OF
A CLASS A STOCK DIVIDEND BY THE BOARD OF DIRECTORS
1. Purpose. The purpose of the 1992 Stock Option Plan (hereinafter
called the "Plan"), is to promote the interests of American Business
Information, Inc., a Delaware corporation (here inafter called the "Company"),
by affording an incentive to certain directors, officers, key employees and
consultants to remain in the employ of the Company and to use their best efforts
in its behalf; and further to aid the Company in attracting, maintaining, and
developing capable personnel of a caliber required to insure the Company's
continued success, by means of an offer to such persons of an opportunity to
acquire or increase their proprietary interest in the Company through the
granting of options to purchase the Company's stock pursuant to the terms of
this Plan.
2. Shares Subject to Plan.
(a) The shares to be delivered upon exercise of options granted
under the Plan shall be made available, at the discretion of the Board of
Directors (the "Board"), from the authorized unissued shares of the Company's
Class B Common Stock, or as specified in Section 13, Class A Common Stock
(herein the "Common Stock"), or from shares of Common Stock reacquired by the
Company, including shares purchased in the open market.
(b) Subject to adjustments made pursuant to provisions of Section
13, the aggregate number of shares which may be issued upon exercise of all
options which may be granted under the Plan shall not exceed 5,000,000 shares of
the Common Stock of the Company.
(c) In the event that any option granted under the Plan expires or
terminates for any reason whatsoever without having been exercised in full, the
shares subject to, but not delivered under, such option shall become available
for other options to the same optionee or other eligible persons without
decreasing the aggregate number of shares which may be granted under the Plan;
or shall be available for any lawful corporate purpose.
(d) The following limitations shall apply to grants of options to
employees:
(i) No employee shall be granted, in any fiscal year of
the company, options to purchase more than 900,000 Shares.
(ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 13.
<PAGE> 2
(iii) If an option is canceled in the same fiscal year of
the Company in which it was granted (other than in connection with a transaction
described in Section 13), the canceled option shall be counted against the limit
set forth in subsection (i) above. For this purpose, if the exercise price of an
option is reduced, the transaction will be treated as a cancellation of the
option and the grant of a new option.
3. Option Agreements.
(a) Each option under the Plan shall be evidenced by an option
agreement, which shall be signed by an officer of the Company and by the
optionee and which shall contain such provisions as may be approved by the
Administrator (as defined in Section 4).
(b) The option agreements shall constitute binding contracts
between the Company and the optionee, and every optionee, upon acceptance of
such option agreement, shall be bound by the terms and restrictions of this Plan
and of the option agreement.
(c) The terms of the option agreement shall be in accordance with
this Plan, but may include additional provisions and restrictions, provided that
the same are not inconsistent with the Plan.
4. Administration.
(a) Procedure.
(i) Multiple Administrative Bodies. The Plan may be
administered by different bodies with respect to different groups of employees,
directors or consultants.
(ii) Section 162(m). To the extent that the Board
determines it to be desirable to qualify options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), the Plan shall be
administered by a committee of two or more "outside directors" within the
meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3 of the Securities Exchange Act
of 1934, as amended ("Rule 16b-3"), the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.
(iv) Other Administration. Other than as provided above,
the Plan shall be administered by (A) the Board or (B) a committee which shall
be constituted to satisfy applicable laws.
(b) Powers of the Board or its Committee (hereinafter the
"Administrator"). Subject to the provisions of this Plan, and in the case of a
committee, subject to the specific duties delegated by the Board to such
committee, the Administrator shall have the authority, in its discretion:
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<PAGE> 3
(i) to determine the fair market value of the Common
Stock, in accordance with Section 6 of this Plan;
(ii) to select the persons to whom options may be granted
hereunder provided such persons are eligible to receive option under the Plan as
provided in Section 5 hereof;
(iii) to determine the number of shares of Common Stock to
be covered by each option granted hereunder;
(iv) to approve forms of agreement for use under this
Plan;
(v) to determine the terms and conditions, not
inconsistent with the terms of this Plan, of any award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;
(vi) to reduce the exercise price of any option to the
then current fair market value if the fair market value of the Common Stock
covered by such option shall have declined since the date the option was
granted;
(vii) to construe and interpret the terms of this Plan;
(viii) to prescribe, amend and rescind rules and
regulations relating to this Plan;
(ix) to modify or amend each option (subject to Section 14
of this Plan);
(x) to allow optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the shares to be
issued upon exercise of an option that number of shares having a fair market
value equal to the amount required to be withheld. The fair market value of the
shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an optionee to have shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;
(xi) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an option previously
granted by the Administrator; and
(xii) to make all other determinations deemed necessary or
advisable for administering this Plan.
(c) Effect of Administrator's Decision. The
Administrator's decisions, determinations and interpretations shall be final and
binding on all optionees and any other holders of options.
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<PAGE> 4
5. Eligibility. Nonstatutory Stock Options (options not intended to
qualify as Incentive Stock Options) may be granted to employees (including
officers and directors who are also employees), non-employee directors and
consultants. Incentive Stock Options (as defined below) may be granted only to
employees (including officers and directors who are also employees).
An employee shall not cease to be an employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its parent, any subsidiary, or any
successor. For purposes of Incentive Stock Options, no such leave may exceed
ninety days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, on the 181st day of such leave any
Incentive Stock Option held by the optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.
Neither service as a director nor payment of a director's fee by
the Company shall be sufficient to constitute "employment" by the Company.
If otherwise eligible, an optionee who has been granted an option
may be granted additional options. The fact that an optionee has been granted an
option under this Plan shall not in any way affect or qualify the right of the
Company employer to terminate his or her employment relationship, directorship
or consulting relationship at any time. Nothing contained in this Plan shall be
construed to limit the right of the Company to grant options otherwise than
under the Plan for any proper and lawful corporate purpose, including but not
limited to options granted to persons eligible to receive options under the
Plan. Eligible persons to whom options may be granted under the Plan will be
those selected by the Administrator from time to time who, in the sole
discretion of the Administrator, have contributed in the past or who may be
expected to contribute materially in the future to the successful performance of
the Company.
6. Option Price. The per share exercise price for the shares to be
issued pursuant to exercise of an option shall be determined by the
Administrator, subject to the following:
(a) In the case of an Incentive Stock Option granted to any
employee, the per share exercise price shall be no less than 100% of the fair
market value per share on the date of grant. However, under no circumstances
shall the fair market value as determined by the Administrator be less than the
book value of the Company's Common Stock as reflected in the Company's most
recent financial statements, prepared by the certified public accountant who is
then servicing the Company's account, which are prepared in accordance with
generally accepted accounting principles. For all purposes of this Plan, the
fair market value of shares subject to option shall be deemed conclusive, upon
the determination of the Administrator made in good faith. The option price will
be subject to adjustments in accordance with provisions of Section 13 herein.
(b) In the case of a Nonstatutory Stock Option, the per share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as
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<PAGE> 5
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the per share exercise price shall be no less than 100% of the fair market
value per share on the date of grant.
(c) Notwithstanding the foregoing, options may be granted with a
per share exercise price of less than 100% of the fair market value per share on
the date of grant pursuant to a merger or other corporate transaction.
7. Exercise of Options.
(a) Subject to the provisions of the Plan with respect to
termination of employment under Section 12 herein, the period during which each
option may be exercised shall be fixed by the Administrator at the time such
option is granted, but in the case of an Incentive Stock Option, such period
shall expire not later than ten years from the date the option is granted.
(b) Each option granted under the Plan may be exercised, except as
provided in Section 12, only during the continuance of the optionee's employment
relationship, directorship or consulting relationship with the Company or one of
its subsidiaries. Subject to the foregoing limitations and the terms and
conditions of the option agreement, each option shall be exercisable in whole or
in part in installments at such time or times as the Administrator may prescribe
and specify in the applicable option agreement.
(c) No shares shall be delivered pursuant to any exercise of an
option until the requirements of such laws and regulations as may be deemed by
the Administrator to be applicable to them are satisfied and until payment in
full of the option price for them is received by the Company. Payment of the
option price may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other shares which (A) in the case of shares acquired
upon exercise of an option, have been owned by the optionee for more than six
months on the date of surrender, and (B) have a fair market value on the date of
surrender equal to the aggregate exercise price of the shares as to which said
option shall be exercised;
(v) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;
(vi) any combination of the foregoing methods of payment;
or
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<PAGE> 6
(vii) such other consideration and method of payment for
the issuance of shares to the extent permitted by applicable laws.
(d) No optionee, or the legal representative, legatee, or
distributee of an optionee, shall be deemed to be a holder of any shares subject
to any option unless and until the certificate or certificates for them have
been issued.
8. Ten-Percent Owners. Notwithstanding the provisions of paragraphs 6
and 7 above, the following terms and conditions shall apply to Incentive Stock
Options granted hereunder to a "10-percent owner." For this purpose, a
"10-percent-owner" shall mean an optionee who, at the time the option is
granted, owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or of any subsidiary thereof. With
respect to a 10-percent owner:
(a) the price at which shares of stock may be purchased under an
Incentive Stock Option granted pursuant to this Plan shall be not less than 110%
of the fair market value thereof, said fair market value being determined in the
manner described at Section 6, above; and
(b) the period during which any such Incentive Stock Option may be
exercised, to be fixed by the Administrator in the manner described at paragraph
7, above, shall expire not later than five years from the date the option is
granted.
9. Annual Limit on Incentive Stock Option Vesting. Each option shall
be designated in the option agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designations, to the
extent that the aggregate fair market value (i) of shares subject to an
optionee's Incentive Stock Options granted by the Company, any parent or
subsidiary, which (ii) become exercisable for the first time during any calendar
year (under all plans of the Company or any parent or subsidiary) exceeds
$100,000, such excess options shall be treated as Nonstatutory Stock Options.
For purposes of this Section 9, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the fair market value of
the shares shall be determined as of the time of grant.
10. Other Terms and Conditions. Any option granted hereunder shall
contain such other and additional terms, not inconsistent with the terms of this
Plan, which are deemed necessary or desirable by the Administrator, which such
terms, together with the terms of this Plan, shall constitute such option as an
"Incentive Stock Option" within the meaning of Section 422 of the Code and
lawful regulations thereunder.
11. Transferability of Options. Unless determined otherwise by the
Administrator, an option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
optionee, only by the optionee. If the Administrator makes an option
transferable, such option shall contain such additional terms and conditions as
the Administrator deems appropriate.
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<PAGE> 7
12. Termination of Employment. In the event that employment of an
optionee by the Company or any subsidiary is terminated for any reason other
than disability or death, an option granted hereunder shall be exercisable by
the optionee at any time prior to the expiration date of the option or within
three months after the date of such termination, whichever is earlier, but only
to the extent the optionee had the right to exercise such option at the date of
such termination.
In the event optionee ceases to be an employee, director or
consultant as a result of the optionee's disability (a total and permanent
disability as defined in Section 22(e)(3) of the Code), the optionee may
exercise his or her option within such period of time as is specified in the
option agreement to the extent the option is vested on the date of termination
(but in no event later than the expiration of the term of such option as set
forth in the option agreement). In the absence of a specified time in the option
agreement, the option shall remain exercisable for three months following the
optionee's termination. If, on the date of termination, the optionee is not
vested as to his or her entire option, the shares covered by the unvested
portion of the option shall revert to the Plan. If, after termination, the
optionee does not exercise his or her option within the time specified herein,
the option shall terminate, and the shares covered by such option shall revert
to the Plan.
In the event of the death of an optionee while in the employ of
the Company (or within three months after termination of employment by reasons
of retirement with the consent of the Company), his option shall be exercisable
by the person or persons to whom such optionee's rights pass by will or by the
laws of descent and distribution at any time prior to the expiration date of the
option or within three months after the date of such death, whichever is
earlier, but only to the extent the optionee had the right to exercise such
option on the date of his death.
13. Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.
(a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an option, as well as the price per share of Common Stock covered
by each such outstanding option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive. With
respect to the 1997 stock dividend of one share of Class A Common Stock for each
outstanding share of Class B Common Stock (the Stock Dividend"), the Board's
definitive adjustment is that each Option outstanding as of the Stock Dividend
record date ( an "Outstanding Option") is thereafter a "stapled" option covering
an equal number of shares of Class A Common Stock and Class B Common Stock such
that Outstanding Options, when exercised, are only exercisable for an equal
number of shares of Class A Common Stock and Class B
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Common Stock; and that otherwise the terms and conditions of such Outstanding
Options remain unchanged and in full force and effect. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any option shall terminate as of a
date fixed by the Board and give each optionee the right to exercise his or her
option as to all or any part of the stock covered by such option, including
shares as to which the option would not otherwise be exercisable.
(c) Merger or Asset Sale. In the event of a merger of the company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding option shall be assumed or an equivalent option
substituted by the successor corporation or a parent or subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option, the optionee shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which it would not otherwise be exercisable. If an option is exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the optionee that the option shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the option shall terminate upon the expiration of such period. For the purposes
of this paragraph, the option shall be considered assumed if, following the
merger or sale of assets, the option confers the right to purchase or receive,
for each share of optioned stock subject to the option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares); provided,
however, that if such consideration received in the merger or sale of assets was
not solely common stock of the successor corporation or its parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the option, for each share
of optioned stock subject to the option to be solely common stock of the
successor corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
14. Amendments, Alteration, Suspension, or Termination.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
stockholder
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approval, if required, shall be obtained in such a manner and to such a degree
as is required by the applicable law, rule or regulation.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any optionee,
unless mutually agreed otherwise between the optionee and the Administrator,
which agreement must be in writing and signed by the optionee and the Company.
15. Effective Date, Term, and Approval. The Plan shall take effect on
January 1, 1992. This Plan will terminate on December 31, 2001, and no options
may be granted under the Plan after that date, unless an earlier termination
date after which no options may be granted under the Plan is fixed by action of
the Board, but any option granted prior thereto may be exercised in accordance
with its terms. The Plan and all options granted pursuant to it are subject to
all laws, approvals, requirements and regulations of any governmental authority
which may be applicable thereto and, notwithstanding any provisions of the Plan
or option agreement, the holder of an option shall not be entitled to exercise
his option nor shall the Company be obligated to issue any shares to the holder
if such exercise or issuance shall constitute a violation by the holder or the
Company of any provisions of any such approval requirements, law or regulation.
16. Unfunded Plan. The Plan is intended to constitute an "unfunded"
plan for incentive compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Administrator may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan, provided that the trusts or other arrangements are consistent
with the unfunded status of the Plan.
17. Long-Term Capital Gains. Incentive Stock Options granted pursuant
to this Plan are intended to qualify for long-term capital gains treatment, if
available, under the provisions of Section 422 of the Code. As of January 1,
1992, eligibility for such tax treatment required that no disposition of the
shares of stock be made by the optionee: (i) within two years from the date the
Incentive Stock Option is granted; or (ii) within one year of the date the stock
underlying the Incentive Stock Option is transferred to the employee.
18. General Provisions. The Administrator may require each person
purchasing shares pursuant to a stock option under the Plan to represent to and
agree with the Company in writing that the optionee is requiring the shares
without a view to distribution thereof. The certificate for such shares may
include any legend which the Administrator deems appropriate to reflect any
restriction on transfer. All certificates for shares delivered under the Plan
pursuant to any stock option shall be subject to such stock transfer orders and
other restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the stock is listed, and any applicable federal or
state securities laws, and the Administrator may cause a legend or legends to be
put on such certificates to make appropriate reference to such restrictions.
<PAGE> 1
EXHIBIT 4.2
AMERICAN BUSINESS INFORMATION, INC.
1997 CLASS A COMMON STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock Option Plan are:
- to attract and retain the best available personnel for
positions of substantial responsibility,
- to provide additional incentive to Employees, Directors
and Consultants, and
- to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means a committee of Directors appointed by
the Board in accordance with Section 4 of the Plan.
(f) "Common Stock" means the Class A common stock of the
Company.
(g) "Company" means American Business Information, Inc., a
Delaware corporation.
(h) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity.
(i) "Director" means a member of the Board.
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(j) "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
(k) "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.
(l) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(m) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
(n) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(o) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.
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<PAGE> 3
(p) "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement.
(q) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(r) "Option" means a stock option granted pursuant to the
Plan.
(s) "Option Agreement" means an agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.
(t) "Option Exchange Program" means a program whereby
outstanding Options are surrendered in exchange for Options with a lower
exercise price.
(u) "Optioned Stock" means the Common Stock subject to an
Option.
(v) "Optionee" means the holder of an outstanding Option
granted under the Plan.
(w) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(x) "Plan" means this 1997 Class A Common Stock Option Plan.
(y) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
(z) "Section 16(b)" means Section 16(b) of the Exchange Act.
(aa) "Service Provider" means an Employee, Director or
Consultant.
(bb) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
(cc) "Subsidiary" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is two million (2,000,000) Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject
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<PAGE> 4
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been
issued under the Plan shall not be returned to the Plan and shall not become
available for future distribution under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of Service
Providers.
(ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.
(iv) Other Administration. Other than as provided above,
the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options may
be granted hereunder;
(iii) to determine the number of shares of Common Stock to
be covered by each Option granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;
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<PAGE> 5
(vi) to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;
(vii) to institute an Option Exchange Program;
(viii) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;
(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;
(x) to modify or amend each Option (subject to Section
14(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;
(xi) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;
(xii) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option previously
granted by the Administrator;
(xiii) to make all other determinations deemed necessary
or advisable for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. Eligibility. Nonstatutory Stock Options may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.
6. Limitations.
(a) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of
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<PAGE> 6
the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall
be treated as Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.
(b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.
(c) The following limitations shall apply to grants of
Options:
(i) No Service Provider shall be granted, in any fiscal
year of the Company, Options to purchase more than nine hundred thousand
(900,000) Shares.
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.
(iii) If an Option is cancelled in the same fiscal year of
the Company in which it was granted (other than in connection with a transaction
described in Section 12), the cancelled Option will be counted against the
limits set forth in subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall
become effective upon its adoption by the Board. It shall continue in effect for
a term of ten (10) years unless terminated earlier under Section 14 of the Plan.
8. Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be
ten (10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
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<PAGE> 7
(A) granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.
(ii) In the case of a Nonstatutory Stock Option, the per
Share exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.
(iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction.
(b) Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied before
the Option may be exercised.
(c) Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six months on the date of surrender, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;
(v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;
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<PAGE> 8
(vi) a reduction in the amount of any Company liability to
the Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation program or
arrangement;
(vii) any combination of the foregoing methods of payment;
or
(viii) such other consideration and method of payment for
the issuance of Shares to the extent permitted by Applicable Laws.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.
(b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, other than upon the Optionee's death
or Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after
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<PAGE> 9
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.
(d) Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant), by the Optionee's estate or
by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of
death. In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee's
termination. If, at the time of death, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option
shall immediately revert to the Plan. The Option may be exercised by the
executor or administrator of the Optionee's estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee's will or the laws of descent
or distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
(e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.
11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.
12. Adjustments Upon Changes in Capitalization, Dissolution, Merger
or Asset Sale.
(a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the
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number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall
fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the
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<PAGE> 11
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Option, for each Share
of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
13. Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option or, on such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
(b) Investment Representations. As a condition to the exercise
of an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.
16. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
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<PAGE> 12
17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
18. Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.
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<PAGE> 13
AMERICAN BUSINESS INFORMATION, INC.
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[Optionee's Name and Address]
You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Grant Number
-----------------------------
Date of Grant
-----------------------------
Vesting Commencement Date
-----------------------------
Exercise Price per Share $
-----------------------------
Total Number of Shares Granted
-----------------------------
Total Exercise Price $
-----------------------------
Type of Option Incentive Stock Option
-----
Nonstatutory Stock Option
-----
Term/Expiration Date
-----------------------------
Vesting Schedule:
This Option may be exercised, in whole or in part, in accordance with
the following schedule:
25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/48 of the Shares subject to the Option
shall vest each month thereafter, subject to the Optionee continuing to be a
Service Provider on such dates.
<PAGE> 14
Termination Period:
This Option may be exercised for three months after Optionee ceases to
be a Service Provider. Upon the death or Disability of the Optionee, this
Option may be exercised for one year after Optionee ceases to be a Service
Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the "Exercise Price"), subject to the terms
and conditions of the Plan, which is incorporated herein by reference. Subject
to Section 14(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of
an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be completed
by the Optionee and delivered to Stock Plan Administrator of the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
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<PAGE> 15
3. Method of Payment. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of
the Optionee:
(a) cash; or
(b) check; or
(c) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; or
(d) surrender of other Shares which (i) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee for
more than six (6) months on the date of surrender, AND (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares.
4. Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.
6. Tax Consequences. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the option.
(i) Nonstatutory Stock Option. The Optionee may incur
regular federal income tax liability upon exercise of a NSO. The Optionee will
be treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price.
If the Optionee is an Employee or a former Employee, the Company will be
required to withhold from his or her compensation or collect from Optionee and
pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.
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<PAGE> 16
(ii) INCENTIVE STOCK OPTION. If this Option qualifies
as an ISO, the Optionee will have no regular federal income tax liability upon
its exercise, although the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price
will be treated as an adjustment to alternative minimum taxable income for
federal tax purposes and may subject the Optionee to alternative minimum tax in
the year of exercise. In the event that the Optionee ceases to be an Employee
but remains a Service Provider, any Incentive Stock Option of the Optionee that
remains unexercised shall cease to qualify as an Incentive Stock Option and will
be treated for tax purposes as a Nonstatutory Stock Option on the date three (3)
months and one (1) day following such change of status.
(b) DISPOSITION OF SHARES.
(i) NSO. If the Optionee holds NSO Shares for at
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.
(ii) ISO. If the Optionee holds ISO Shares for at
least one year after exercise and two years after the grant date, any gain
realized on disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes. If the Optionee disposes of ISO Shares within
one year after exercise or two years after the grant date, any gain realized on
such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the excess, if any, of the lesser of (A) the
difference between the Fair Market Value of the Shares acquired on the date of
exercise and the aggregate Exercise Price, or (B) the difference between the
sale price of such Shares and the aggregate Exercise Price. Any additional gain
will be taxed as capital gain, short-term or long-term depending on the period
that the ISO Shares were held.
(c) Notice of Disqualifying Disposition of ISO Shares. If
the Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to an ISO on or before the later of (i) two years after the grant date, or (ii)
one year after the exercise date, the Optionee shall immediately notify the
Company in writing of such disposition. The Optionee agrees that he or she may
be subject to income tax withholding by the Company on the compensation income
recognized from such early disposition of ISO Shares by payment in cash or out
of the current earnings paid to the Optionee.
7. Entire Agreement: Governing Law. The Plan is incorporated
herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of Nebraska.
8. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES
AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
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<PAGE> 17
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Option Agreement. Optionee further agrees to notify
the Company upon any change in the residence address indicated below.
OPTIONEE: AMERICAN BUSINESS INFORMATION, INC.
- ------------------------------ ---------------------------------
Signature By
- ------------------------------ ---------------------------------
Print Name Title
- ------------------------------
Residence Address
- ------------------------------
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<PAGE> 18
EXHIBIT A
---------
AMERICAN BUSINESS INFORMATION, INC.
1997 CLASS A COMMON STOCK OPTION PLAN
EXERCISE NOTICE
AMERICAN BUSINESS INFORMATION, INC.
5711 South 86th Circle
Omaha, Nebraska 68127
Attention: Stock Plan Administrator
1. Exercise of Option. Effective as of today, _____________, 199_,
the undersigned ("Purchaser") hereby elects to purchase __________ shares (the
"Shares") of the Class A Common Stock of American Business Information, Inc.
(the "Company") under and pursuant to the [1997 Class A Common Stock Option
Plan (the "Plan") and the Stock Option Agreement dated _____________, 19__ (the
"Option Agreement"). The purchase price for the Shares shall be $______, as
required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company
the full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 12 of the
Plan.
5. Tax Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Purchaser with respect to the subject matter
<PAGE> 19
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Nebraska.
Submitted by: Accepted by:
PURCHASER: AMERICAN BUSINESS INFORMATION, INC.
- ------------------------------ ------------------------------
Signature By
- ------------------------------ ------------------------------
Print Name Its
Address:
- ------------------------------
- ------------------------------
------------------------------
Date Received
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<PAGE> 1
EXHIBIT 5.1
October 10, 1997
American Business Information, Inc.
5711 South 86th Circle
Omaha, Nebraska 68127
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,193,025 shares of your Class A Common
Stock and 1,868,500 shares of Class B Common Stock (the "Option Shares")
reserved for issuance under the American Business Information, Inc. 1992 Stock
Option Plan and the American Business Information 1997 Class A Common Stock
Option Plan (the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Option Shares under the
Plans. In addition, for purposes of this opinion we have assumed that the
consideration received by the Company in connection with each issuance of the
Option Shares will include an amount in the form of cash, services rendered or
property that exceeds the greater of (i) the aggregate par value of such Option
Shares or (ii) the portion of such consideration determined by the Company's
Board of Directors to be "capital" for purposes of the Delaware General
Corporation Law.
Based upon the foregoing, it is our opinion that, when issued and sold in
the manner referred to in the Plans and pursuant to the agreements which
accompany the Plans, the Option Shares issued and sold thereby will be legally
and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to General Instruction E of
Form S-8 under the Securities Act with respect to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Wilson Sonsini Goodrich & Rosati
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 (File No. ________) of our report dated January 24, 1997,
except for Notes 17 and 18, for which the dates are February 15, 1997 and July
31, 1997, respectively, on our audits of the consolidated financial statements
and financial statement schedules of American Business Information, Inc. and
Subsidiaries as of December 31, 1996 and 1995, and for each of the three years
in the period ended December 31, 1996, which report is incorporated by
reference in the Company's Annual Report on Form 10-K/A.
/s/ Coopers & Lybrand L.L.P.
------------------------------
Coopers & Lybrand, L.L.P.
Omaha, Nebraska
October 8, 1997
