SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DATA RESEARCH ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-1063230
(State of incorporation) (I.R.S. Employer Identification No.)
1276 North Warson Road
St. Louis, Missouri 63132
(Address of Principal Executive Offices) (Zip Code)
DATA RESEARCH ASSOCIATES, INC. DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
Michael J. Mellinger
Chairman, President and Chief Executive Officer
Data Research Associates, Inc.
1276 North Warson Road
St. Louis, Missouri 63132
(Name and address of agent for service)
(314) 432-1100
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Thomas G. Lewin, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEES
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share(2) price fee
Common Stock 100,000 $14.4375 $1,443,750.00 $437.50
$.01 par
value per
share
(1) Represents the number of additional shares of common stock to be
registered and made available for issuance under the Data Research
Associates, Inc. Director Stock Option Plan (the "Plan"). The
Registrant previously filed with the Commission on April 28, 1993, a
registration statement on Form S-8 (Reg. No. 33-61762) relating to
75,000 shares of common stock (adjusted for the 1996 stock dividend) originally
offered under the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended (the "Securities Act") and
is based upon the average of the high and low prices per share of the
Registrant's common stock as reported by the National Association of
Securities Dealers Automated Quotation National Market System on
March 3, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange
Commission (the "Commission") on April 28, 1993, a registration
statement on Form S-8 (Registration No. 33-61762) relating to securities
offered under the Plan (the "Director Plan S-8"). The contents of the
Director Plan S-8, including exhibits thereto, are incorporated herein
by reference, except to the extent superseded or modified by the
specific exhibits attached hereto.
Item 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Registrant or the Plan with
the Commission, are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1996; and
(c) The description of the Registran's common stock which is
contained in the Registrant's Registration Statement on Form 8-A filed
on May 25, 1992, as amended on June 17, 1992, under Section 12 of the
Securities and Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this registration statement to
the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
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 in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded, to
constitute a part of this registration statement.
Item 5 INTEREST OF NAMED EXPERTS AND COUNSEL
Gallop, Johnson & Neuman, L.C., counsel to the Company ("GJN"),
is providing an opinion upon the validity of the securities being
registered hereby and other legal issues in connection with such
registration. Donald P. Gallop, chairman of GJN, serves as a director
of the Registrant and beneficially owned 15,361 shares of the
Registrant's common stock as of December 12, 1996.
Item 8 EXHIBITS
The following additional exhibits are filed as part of this
registration statement.
EXHIBIT
NUMBER DESCRIPTION
4.1 First Amendment to Data Research Associates, Inc. Director
Stock Option Plan dated as of November 21, 1996.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.3 Consent of Ernst & Young LLP, Independent Auditors.
23.4 Consent of Price Waterhouse, Independent Auditors.
23.5 Consent of BDA/Deloitte Touche Tohmatsu, Independent
Auditors.
23.6 Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement).
Item 9 UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in this registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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, 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.
(4) Not applicable.
(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 that is incorporated by reference in
this 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 the initial bona
fide offering thereof.
(c) - (g) Not applicable.
(h) 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 foregoing provisions, 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.
(i) Not Applicable.
(j) Not Applicable.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 County
of St. Louis, State of Missouri, on March 5, 1997.
Data Research Associates, Inc.
By:/s/Michael J. Mellinger
Michael J. Mellinger
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Data Research
Associates, Inc. hereby severally and individually constitute
and appoint Michael J. Mellinger and Katharine W. Biggs and each
of them, the true and lawful attorneys and agents of each of us to
execute in the name, place and stead of each of us (individually and
in any capacity stated below) any and all amendments to this
registration statement on Form S-8 and all instruments necessary or
advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents
to have the power to act with or without the other and to have full
power and authority to do and perform in the name and on behalf of
each of the undersigned every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and purposes as any
of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and
agents and each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
/s/Michael J. Mellinger Director, President,
Michael J. Mellinger Chief Executive Officer March 5, 1997
and Chairman of the
Board (Principal
Executive Officer)
/s/Katharine W. Biggs Vice President,
Katharine W. Biggs Chief Financial Officer March 5, 1997
and Treasurer (Principal
Financial and Accounting
Officer)
/s/F. Gilbert Bickel III Director March 5, 1997
F. Gilbert Bickel III
/s/Carole Cotton Director March 5, 1997
Carole Cotton
/s/Donald P. Gallop Director March 5, 1997
Donald P. Gallop
/s/Howard L. Wood Director March 5, 1997
Howard L. Wood
FORM S-8
DATA RESEARCH ASSOCIATES, INC.
EXHIBIT INDEX
Exhibit
Number Description
4.1 First Amendment to Data Research Associates, Inc.
Director Stock Option Plan dated as of November 21, 1996.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Price Waterhouse, Independent Auditors
23.5 Consent of BDA/Deloitte Touche Tohmatsu, Independent
Auditors.
23.6 Consent of Gallop, Johnson & Neuman, L.C. (included
in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement)
Exhibit 4.1
FIRST AMENDMENT TO
DATA RESEARCH ASSOCIATES, INC.
DIRECTOR STOCK OPTION PLAN
WHEREAS, the Data Research Associates, Inc. Director Stock Option
Plan (the "Director Plan") provides that an aggregate of 75,000 shares
of the Company's common stock (adjusted for the 1996 stock dividend),
par value $.0.01 (the "Common Stock") may be issued pursuant to awards
of stock options under the Director Plan; and
WHEREAS, of the 75,000 shares reserved for issuance under the
Director Plan, only 15,000 remain available for future awards; and
WHEREAS, Section XIII(a) of the Director Plan provides that the
Board of Directors may amend the plan with the approval of the
Shareholders to increase the total number of shares which may be issued
under the Director Plan; and
WHEREAS, it is the judgment of the Board of Directors, in
consultation with its Compensation Committee, that awards of stock
options have been and will continue to be an important ingredient in the
successful recruitment and retention of members of the Board of
Directors; and
WHEREAS, the Director Plan expires on November 18, 1997; and
WHEREAS, it is the judgment of the Board of Directors that the
number of shares of the Common Stock currently subject to the Director
Plan be increased from 75,000 (adjusted for the 1996 stock dividend) to
175,000, and that the expiration date of the Director Plan be extended
for an additional five (5) years until November 18, 2002.
NOW, THEREFORE, BE IT RESOLVED, that Section III of the Director
Plan is hereby deleted in its entirety and the following substituted
in lieu thereof:
"III. SHARES SUBJECT TO THE PLAN
Subject to the provisions of Section XII below, the
Stock which may be issued pursuant to Options granted under
the Plan shall not exceed in the aggregate one hundred seventy-
five thousand (175,000) shares of Stock. If any Options
granted under the Plan terminate, expire or are surrendered
without having been exercised in full, the number of shares
of Stock not purchased under such Options shall be available
again for purposes of the Plan."; and
RESOLVED, that Section XIII(b) of the Director Plan is hereby
deleted in its entirety and the following substituted in lieu thereof:
"b. The Plan shall terminate on November 18, 2002, such being
the date five (5) years after the date of the amendment of the
Plan by the Board of Directors. No Option shall be granted under
the Plan after termination of the Plan, although previously
granted and unexercised Options shall not necessarily expire
as of termination of the Plan, but will continue to be exercisable
until expiration of the Options in accordance with their own
terms."
RESOLVED FURTHER, that except as provided above with regard to
Section III and Section XIII(b) of the Director Plan, the Director
Plan and all terms and conditions thereof shall remain unchanged and
in full force and effect.
IN WITNESS WHEREOF, this Amendment is dated as of the 21st day of
November, 1996, and shall become effective as of the date of the
approval of the Shareholders of the Company.
By: /s/Michael J. Mellinger
Michael J. Mellinger
Chairman of the Board,
President and Chief Executive Officer
Exhibit 5.1
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley
St. Louis, Missouri 63105
March 3, 1997
Board of Directors
Data Research Associates, Inc.
1276 North Warson Road
St. Louis, Missouri 63132
Re: Registration Statement on Form S-8; First Amendment to
Data Research Associates, Inc. Director Stock Option Plan
Ladies and Gentlemen:
We have served as counsel to Data Research Associates, Inc.
(the "Company") in connection with the various legal matters
relating to the filing of a registration statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933,
as amended, and the Rules and Regulations promulgated thereunder,
relating to 100,000 shares of common stock of the Company, par value
$.01 per share (the "Shares"), reserved for issuance in accordance with
the Data Research Associates, Inc. Director Stock Option Plan (the
"Plan").
We have examined such corporate records of the Company, such laws
and such other information as we have deemed relevant, including the
Company's Articles of Incorporation, and Bylaws, certain resolutions
adopted by the Board of Directors of the Company relating to the Plan and
certificates received from state officials and from officers of the Company.
In delivering this opinion, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as
certified, photostatic or conformed copies, and the correctness of all
statements submitted to us by offices of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation validly existing and in good
standing under the laws of the State of Missouri.
2. The shares being offered by the Company, if issued in
accordance with the Plan, will be validly issued and
outstanding and will be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement with agencies
of such states as you deem necessary in the course of complying with
the laws of such states regarding the issuance of the Shares pursuant
to the Plan.
Very truly yours,
/s/Gallop, Johnson & Neuman, L.C.
Gallop, Johnson & Neuman, L.C.
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Data Research Associates, Inc.
Director Stock Option Plan of our report dated November 4, 1996, with
respect to the consolidated financial statements and schedule of Data
Research Associates, Inc. and subsidiaries, included in its Annual
Report (Form 10-K) for the year ended September 30, 1996, filed with
the Securities and Exchange Commission.
/s/Ernst & Young LLP
St. Louis, Missouri
March 5, 1997
Exhibit 23.4
March 3, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the amendment of the Data Research
Associates, Inc. Director Stock Option Plan of our report date
October 25, 1996 included in the Annual Report to Shareholders which
is incorporated in the Annual Report on Form 10-K for the year ended
September 30, 1996 filed with the Securities and Exchange Commission.
/s/Price Waterhouse
Price Waterhouse
Exhibit 23.5
185, avenue Charles-de-Gaulle
B.P. 136
92201 Neuilly-sur-Seine Cedex
France
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the amendment of the Data Research
Associates, Inc. Directors' Stock Option Plan of our report dated
October 2, 1995, with respect to the 1994/1995 financial statements of
MULTILIS EUROPE S.A. (a wholly owned subsidiary of DATA RESEARCH
ASSOCIATES, INC.) included in the Annual Report (Form 10-K) of Data
Research Associates, Inc. and subsidiaries for the year ended
September 30, 1996, filed with the Securities and Exchange Commission.
Neuilly, France
March 3, 1997
/s/Nicholas L.E. Rolt
Nicholas L.E. Rolt
Partner BDA-Deloitte Touche Tohmatsu
