<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DATATRAK INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1685364
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
20600 Chagrin Boulevard
Cleveland, Ohio 44122
(216) 921-6505
(Address of Principal Executive Offices, including Zip Code)
----------
DATATRAK INTERNATIONAL, INC.
AMENDED AND RESTATED 1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
----------
Jeffrey A. Green Copy to:
Chief Executive Officer and President Thomas F. McKee, Esq.
DataTRAK International, Inc. Calfee, Halter & Griswold LLP
20600 Chagrin Boulevard 1400 McDonald Investment Center
Suite 1050 800 Superior Avenue
Cleveland, Ohio 44122 Cleveland, Ohio 44114
(216) 921-6505 (216) 622-8200
(Name, address and telephone number, including area code, of agents for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering
Registered Registered Per Share (1) Price (1) Amount of Registration Fee
<S> <C> <C> <C> <C>
Common Shares, without par
value, issuable upon exercise
of options 150,000 $3.75 $562,500.00 $156.38
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low sales price of the Common Shares of DataTRAK International,
Inc. reported on Nasdaq on November 4, 1999, within five business days
prior to filing.
<PAGE> 2
This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which a registration statement on Form S-8 has already been filed. Accordingly,
pursuant to General Instruction E to Form S-8, the contents of the Company's
Registration Statement on Form S-8 (Commission File No. 333-16061) registering
25,000 Common Shares for issuance under the Company's Amended and Restated 1996
Outside Directors Stock Option Plan, as amended, are hereby incorporated by
reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As specified by Rule 428(b)(1) of the Securities Act of 1933, documents
containing the information specified in Part I of this Registration Statement
will be sent or given to each person who holds outstanding options issued under
the Company's employee benefit plan identified on the cover of this Registration
Statement. These documents, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II below, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by DataTRAK International,
Inc., formerly Collaborative Clinical Research, Inc. (the "Company"), with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(ii) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999;
(iii) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999;
(iv) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999;
(v) The Company's Current Report on Form 8-K, dated April 14,
1999;
(vi) The Company's Current Report on Form 8-K, dated April 20,
1999;
(vii) The Company's Current Report on Form 8-K, dated June 26, 1999;
and
(viii) The description of the Common Shares contained in the
Company's Form 8-A filed with the Commission on May 10, 1996
(Commission File No. 0-20699).
2
<PAGE> 3
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all the securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents, other than the portions of such
documents that by statute, by designation in such document or otherwise, are not
deemed to be filed with the Commission or are not required to be incorporated
herein by reference.
Any statement contained in documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, 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.
ITEM 8. EXHIBITS.
See the Exhibit Index at Page E-1 of this Registration Statement.
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 Cleveland, State of Ohio, this 10th day of
November, 1999.
DATATRAK INTERNATIONAL, INC.
By: /s/ Jeffrey A. Green
---------------------------------
Jeffrey A. Green, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on November 10, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jeffrey A. Green President and Chief Executive Officer and a Director
- ----------------------------- (Principal Executive Officer)
Jeffrey A. Green
/s/ Terry C. Black Vice President of Finance, Chief Financial Officer,
- ----------------------------- Treasurer and Assistant Secretary
Terry C. Black (Principal Financial and Accounting Officer)
/s/ Timothy G. Biro Director
- -----------------------------
Timothy G. Biro
/s/ Robert E. Flaherty Director
- -----------------------------
Robert E. Flaherty
/s/ Seth B. Harris Director
- -----------------------------
Seth B. Harris
/s/ Mark J. Ratain Director
- -----------------------------
Mark J. Ratain
/s/ Robert M. Stote Director
- -----------------------------
Robert M. Stote
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE
-------------- ----------- ---------------
<S> <C> <C>
4.1 Fifth Amended and Restated Articles of (1)
Incorporation
4.2 Third Amended and Restated By-Laws of the Company (1)
4.3 Specimen Common Share Certificate (1)
4.4 Second Amended and Restated Registration (1)
Agreement, dated July 15, 1994, as amended on
June 1, 1995 and February 5, 1996
4.5 Certificate of Amendment of the Fifth Amended and (2)
Restated Articles of Incorporation, dated April
20, 1999
4.6 Certificate of Amendment of the Fifth Amended and
Restated Articles of Incorporation, dated
September 22, 1999
4.7 The Company's Amended and Restated 1996 Outside (1)
Directors Stock Option Plan
4.8 Amendment No. 2 to the Company's Amended and (2)
Restated 1996 Outside Directors Stock Option Plan
5.1 Opinion of Calfee, Halter & Griswold LLP
regarding the validity of the securities being
registered
15.1 Letter re: Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (see Exhibit 5.1)
24.1 Power of Attorney and related Certified Resolution (3)
</TABLE>
- ---------------
(1) Incorporated herein by reference to the Company's Form S-1 Registration
Statement filed on March 8, 1996, as amended by Amendment No. 1 filed
on May 10, 1996 and as amended by Amendment No. 2 filed on June 10,
1996 (File No. 333-2140).
(2) Incorporated herein by reference to the Company's Schedule 14A filed on
March 17, 1999 (File No. 000-20699).
(3) Incorporated herein by reference to the Company's Form S-8 Registration
Statement filed on November 13, 1996 (File No. 333-16061).
E-1
<PAGE> 1
CERTIFICATE OF AMENDMENT
TO THE
FIFTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
DataTRAK INTERNATIONAL, INC.
PURSUANT TO SECTION 1701.69 AND SECTION 1701.73 OF THE GENERAL
CORPORATION LAW OF THE STATE OF OHIO
The undersigned, Dr. Jeffrey A. Green and Thomas F. McKee certify that they are
the President and Secretary, respectively, of DataTRAK International, Inc., a
corporation organized and existing under the laws of the State of Ohio (the
"Company"), and do hereby certify as follows:
1. This Certificate of Amendment was unanimously approved by the Board
of Directors of the Company and thereafter duly adopted by the stockholders
thereof, in accordance with the provisions of Section 1701.69 of the
General Corporation Law of the State of Ohio.
2. Article V of the Fifth Amended and Restated Article of Incorporation
of the Company is hereby amended to read in its entirety as follows:
"ARTICLE V
----------
1. Number and Classification of Directors
--------------------------------------
(a) The Board of Directors shall consist of not less than
three nor more than fifteen members and shall be divided into two classes,
Class I and Class II, which shall be as nearly equal in number as possible.
Subject to the foregoing limitations, the number of Directors shall be
fixed by, or in the manner provided in, the Code of Regulations of the
Corporation. In the event that the total number of Directors is not
divisible by two, the extra Director shall be assigned to Class I. The
Directors to be elected at each annual meeting of Shareholders shall be the
only members of the class whose term of office then expires. The term of
office of the initial Directors in each class shall be as follows: (a)
Directors in Class I shall hold office until the annual meeting of
Shareholders held in 2001 and (b) Directors in Class II shall hold office
until the annual meeting of Shareholders held in 2000. Each Director
elected at any Shareholders' meeting commencing with the 1999 annual
meeting shall serve for a term ending on the date of the second annual
meeting of Shareholders following the meeting at which such Director was
elected.
(b) In the event of any increase or decrease in the
authorized number of Directors, each Director then serving as such shall
nevertheless continue as a Director of the class of which he or she is a
member until the expiration of his or her current term, or his or her prior
death, retirement, resignation or removal, and the newly created or
eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the two classes of Directors as
provided above in this Article V.
<PAGE> 2
(c) Notwithstanding any of the foregoing provisions of
this Article, each Director shall serve until his or her successor is
elected and qualified or until his or her prior death, retirement,
resignation or removal. No Director may be removed except for cause and
(in addition to the affirmative vote which may be required of the holders
of any series of Preferred Shares which may then be outstanding) by the
affirmative vote of the holders of at least a majority of the outstanding
Common Shares of the Corporation entitled to vote thereon. Should a
vacancy occur or be created, whether arising through death, resignation or
removal of a Director or through an increase in the number of Directors,
such vacancy shall be filled by a majority vote of the Directors then in
office, or by the sole remaining Director if only one Director remains in
office. A Director so elected to fill a vacancy shall serve for the
remainder of the present term of office of the class to which he or she was
elected."
IN WITNESS WHEREOF, DataTRAK International, Inc. has caused this Certificate of
Amendment to be signed by Dr. Jeffrey A. Green, its President, and attested by
Thomas F. McKee, its Secretary, this 22nd day of September, 1999.
DataTRAK INTERNATIONAL, INC.
/s/Dr. Jeffrey A. Green
----------------------------------
Dr. Jeffrey A. Green
ATTEST:
/s/Thomas F. McKee
- ----------------------------
Thomas F. McKee
<PAGE> 1
Exhibit 5.1
CALFEE, HALTER & GRISWOLD LLP
ATTORNEYS AT LAW
-------------------------------------------
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
216/622-8200 Fax 216/241-0816
November 10, 1999
DataTRAK International, Inc.
20600 Chagrin Boulevard
Suite 1050
Cleveland, Ohio 44122
We are acting as counsel for DataTRAK International, Inc.,
formerly Collaborative Clinical Research, Inc., an Ohio corporation (the
"Company"), with respect to the 175,000 Common Shares, without par value (the
"Plan Shares"), to be offered and sold from time to time pursuant to the
Company's Amended and Restated 1996 Outside Directors Stock Option Plan, as
amended (the "Plan"). As counsel for the Company, we have assisted in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Plan Shares under the Securities
Act of 1933, as amended.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereon we are
of the opinion that the Plan Shares have been duly authorized and, when issued
and sold from time to time in the manner contemplated by the Plan and the
Registration Statement, will be validly issued, fully paid and nonassessable.
This opinion is intended solely for your use in connection
with the filing of the Registration Statement with respect to the Plan Shares,
and may not be reproduced, filed publicly or relied upon by any other person for
any purpose without the express written consent of the undersigned.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Respectfully submitted,
/s/ Calfee, Halter & Griswold LLP
CALFEE, HALTER & GRISWOLD LLP
<PAGE> 1
Exhibit 15.1
ACKNOWLEDGMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
DataTRAK International, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of DataTRAK International, Inc., formerly Collaborative Clinical
Research, Inc., for the registration of 150,000 Common Shares of DataTRAK
International, Inc. of our reports dated April 23, 1999, July 20, 1999 and
October 27, 1999 relating to the unaudited condensed consolidated interim
financial statements of DataTRAK International, Inc. that are included in its
Forms 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September
30, 1999.
Cleveland, Ohio
October 27, 1999
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
<PAGE> 1
EXHIBIT 23.1
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended and Restated 1996 Outside Directors Stock Option
Plan, as amended, for the registration of 150,000 Common Shares of DataTRAK
International, Inc., formerly Collaborative Clinical Research, Inc., of our
report dated February 5, 1999 with respect to the consolidated financial
statements of DataTRAK International, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
Cleveland, Ohio
October 27, 1999
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold LLP is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.