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As filed with the Securities and Exchange Commission on December 29, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
(Full title of the plans)
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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)
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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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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>
Previously Registered:
1992 Stock Option Plan(2)
Class A Common Stock 3,193,025
Class B Common Stock 1,868,500
Registered Hereon:
1992 Stock Option Plan(2)
Class A Common Stock 435,000 $ 10.13 $ 4,406,550 $ 1,336
Class B Common Stock 435,000 $ 10.13 $ 4,406,550 $ 1,336
Total Registered Hereon 870,000 -- $ 8,813,100 $ 2,672
Total (1992 Stock Option Plan) 5,931,525 -- -- --
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</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 December 26, 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. The shares
of Class A Common Stock and Class B Common Stock registered hereon were
omitted from this registration statement when filed on October 14, 1997
due to a clerical error.
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The contents of the Registrant's Registration Statement on Form S-8
(File No. 333-37865) (the "Initial Form S-8"), Registration Statement on Form
S-8 (File No. 33-91194), and Registration Statement on Form S-8 (File No.
33-59256) are hereby incorporated herein by reference.
Item 3(b) of the Initial Form S-8 is hereby restated in its entirety
to read as follows:
"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 Quarterly
Report on Form 10-Q for the three months ended September 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, as amended, and the
Registrant's Current Report on Form 8-K dated October 3, 1997 filed with the
Commission."
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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 December 23, 1997.
AMERICAN BUSINESS INFORMATION, INC.
By: /s/ Steven Purcell
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Steven Purcell
Chief Financial Officer and Secretary
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: December 23, 1997 /s/ Vinod Gupta
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Vinod Gupta, Chairman of the Board
Date: December 23, 1997 /s/ Scott Dahnke
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Scott Dahnke, Chief Executive Officer and Director
Date: December 23, 1997 /s/ Steven Purcell
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Steven Purcell, Chief Financial Officer
and Secretary (principal financial
officer and principal accounting officer)
Date: December 23, 1997 /s/ Jon H. Wellman
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Jon H. Wellman, Director
Date: December 23, 1997 /s/ Jon D. Hoffmaster
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Jon D. Hoffmaster, Director
Date: December 23, 1997 /s/ Gautam Gupta
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Gautam Gupta, Director
Date: December 23, 1997 /s/ Elliot S. Kaplan
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Elliot S. Kaplan, Director
II-1
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Date: December 23, 1997 /s/ Harold Andersen
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Harold Andersen, Director
Date: December 23, 1997 /s/ George J. Kubat
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George J. Kubat, Director
Date: December 18, 1997 /s/ Paul A. Goldner
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Paul A. Goldner, Director
Date: December 23, 1997 /s/ George F. Haddix
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George F. Haddix, Director
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C> <C>
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)
</TABLE>
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EXHIBIT 5.1
December 24, 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 435,000 shares of Class A Common
Stock and 435,000 shares of Class B Common Stock (the "Option Shares")
reserved for issuance under the American Business Information, Inc. 1992 Stock
Option Plan (the "Plan"). 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
Plan. 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 Plan and pursuant to the agreements which
accompany the Plan, 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
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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
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.
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Coopers & Lybrand L.L.P.
Omaha, Nebraska
December 23, 1997
