<PAGE> 1
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
----------
ELITE INFORMATION GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 41-152214
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5100 WEST GOLDLEAF CIRCLE, SUITE 100
LOS ANGELES, CALIFORNIA 90056
(323) 642-5200
(Address of Principal Executive Offices, including Zip Code)
----------
ELITE INFORMATION GROUP, INC.
1996 STOCK OPTION PLAN
(Full Title of the Plan)
----------
Copy to:
BARRY D. EMERSON
VICE PRESIDENT
5100 WEST GOLDLEAF CIRCLE, SUITE 100
LOS ANGELES, CALIFORNIA 90056
(323) 642-5200
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
================================================================================
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share (1) Price (1) Fee
================================================================================
Common Stock 1,000,000 $6.98 $6,980,000 $1,842.72
$0.01 par value (including
rights to purchase Common
Stock thereunder and
associated preferred stock
purchase rights(2))
(1) Estimated solely for purpose of calculating the registration pursuant to
Rule 457(h), based on the market value of the Common Stock, par value
$0.01 per share, of Elite Information Group, Inc. (the "Shares"), which
is the average of the high and low prices of the Shares reported on the
NASDAQ Stock Market NMS on July 26, 2000.
(2) Each share of Common Stock of the Company has one attached preferred
stock purchase right under the Rights Agreement dated as of April 14,
1999, as amended.
<PAGE> 2
INCORPORATION BY REFERENCE
This Registration Statement registers 1,000,000 additional shares of
Common Stock of Elite Information Group, Inc., including purchase rights granted
with respect to such Common Stock and associated preferred stock purchase
rights, shares and rights under which have previously been registered on Form
S-8 (Registration No. 333-29473) (the "Prior Registration Statement"). The
contents of the Prior Registration Statement are incorporated by reference into
this registration statement.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document (which
also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe the person's conduct was
unlawful.
Section 145(b) provides that a Delaware corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only
2
<PAGE> 3
to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith; that the indemnification and advancement of
expenses provided for by Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against any liability asserted against such person or incurred by such person in
any such capacity or arising out of such person's status as such whether or not
the corporation would have the power to indemnify such person against such
liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit the personal liability
of members of its board of directors or governing body for breach of a
director's fiduciary duty. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase that was illegal, or obtaining
an improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
The Registrant's Restated Certificate of Incorporation contains certain
provisions permitted under the General Corporation Law of Delaware relating to
the liability of directors. These provisions eliminate a director's liability
for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts such as the breach of a director's duty of
loyalty or acts or omissions involving intentional misconduct or a knowing
violation of law. The Registrant's Restated Certificate of Incorporation and its
Restated Bylaws provide for indemnification of the Registrant's directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law. The Registrant maintains insurance for the benefit of its directors and
officers insuring against all liabilities that may be incurred by such director
or officer in or arising out of such person's capacity as a director, officer,
employee and/or agent of the Registrant.
ITEM 2. EXHIBITS.
See the Exhibit Index.
3
<PAGE> 4
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 Los Angeles, State of California, on this 21st day of
July, 2000.
Elite Information Group, Inc.
By: /s/ Barry D. Emerson
-------------------------
Barry D. Emerson
Vice President
[Signatures Continued on Following Page]
4
<PAGE> 5
POWER OF ATTORNEY
Each undersigned director and officer of Elite Information Group, Inc.
hereby constitutes and appoints Barry D. Emerson and Steven O. Todd, and each of
them, with full power to act without the other and with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all capacities, to
sign on his behalf any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement any related registration
statement (and any amendments thereto) filed pursuant to Rule 462(b) under the
Securities Act, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Commission, and grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises as fully as to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that such
attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on July 21, 2000.
NAME TITLE
---- -----
/s/ Christopher K. Poole Chairman, Director and Chief
-------------------------- Executive Officer (Principal
Christopher K. Poole Executive Officer)
/s/ Barry D. Emerson Chief Financial Officer
-------------------------- (Principal Financial Officer
Barry D. Emerson and Accounting Officer)
/s/ David A. Finley Director
--------------------------
David A. Finley
/s/ Arthur G. Epker, III Director
--------------------------
Arthur G. Epker, III
/s/ William G. Seymour Director
--------------------------
William G. Seymour
/s/ Alan Rich Director
--------------------------
Alan Rich
/s/ Roger Noall Director
--------------------------
Roger Noall
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
FILED HEREWITH(*) OR
INCORPORATED BY REFERENCE
EXHIBIT FROM PREVIOUS EXHIBIT COMPANY REG. NO.
NUMBER DESCRIPTION NUMBER OR REPORT
------ ----------- ------ ---------
<C> <S> <C> <S>
3.1 Restated Certificate of Incorporation dated 3.1 Form 10-Q for the
June 16, 1992 quarter ended June 30,
1999
3.2 Certificate of Amendment of Certificate of 99.3 Form 8-K, filed
Incorporation dated May 27, 1999 June 3, 1999
3.3 Certificate of Designations 3.2 Form 10-Q for the
quarter ended
March 31, 1999
3.4 Restated Bylaws 3.2 Form S-1, File
No. 33-46672
4.1 Specimen Share Certificate *
4.2 Articles 4 and 5 of the Restated Certificate of 4.2 Form S-1, File
Incorporation, as amended No. 33-46672
4.3 Article II, Section 2.2 of the Restated Bylaws 4.3 Form S-1, File
No. 33-46672
4.4 Rights Agreement, dated April 14, 1999, between 4 Form 8-A dated April
Elite Information Group, Inc. (formerly Broadway 15, 1999
& Seymour, Inc.), and EquiServe Trust Company,
N.A. as Rights Agent, including the form of
Certificate of Designation with respect to the Series
A Junior Participating Preferred Stock, included as
Exhibit A to the Rights Agreement, the forms of
Rights Certificate and of Election to Exercise,
included as Exhibit B to the Rights Agreement, and
the form of Summary of Rights to Purchase Share
Series A Junior Participating Preferred Stock
included as Exhibit C to the Rights Agreement
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A. *
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
FILED HEREWITH(*) OR
INCORPORATED BY REFERENCE
EXHIBIT FROM PREVIOUS EXHIBIT COMPANY REG. NO.
NUMBER DESCRIPTION NUMBER OR REPORT
------ ----------- ------ ---------
<C> <S> <C>
23.1 Consent of PricewaterhouseCoopers LLP *
23.2 Consent of Robinson, Bradshaw & Hinson, P.A. *
(included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page) *
99.1 1996 Stock Option Plan, as amended *
</TABLE>
7
