DATATRAK INTERNATIONAL INC
S-8, 1999-11-10
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<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.



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