Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
DATA RESEARCH ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1063230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1276 North Warson Road
St. Louis, Missouri 63132
(314) 432-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael J. Mellinger
Chairman, President and Chief Executive Officer
Data Research Associates, Inc.
1276 North Warson Road
St. Louis, Missouri 63132
(314) 432-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Please address a copy of all communication to:
Thomas G. Lewin, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road, Suite 1600
St. Louis, Missouri 63105
(314) 862-1200
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of the Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box /x/.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box / /.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Price Aggregate Fee
Registered Per Share(2) Offering
Price (2)
Common 300,000 $13.3125 $3,993,750 $1,210.23
Stock,
$.01
Par
value
per share
(1) This Registration Statement also pertains to an indeterminate number of
additional shares of Common Stock pursuant to anti-dilution and adjustment
provisions of the Dividend Reinvestment and Stock Purchase Plan of Data
Research Associates, Inc.
(2) Calculated pursuant to Rule 457(h), based on the average of the high and
low prices per share of the Common Stock as reported by the National
Association of Securities Dealers Automated Quotation National Market System
for October 22, 1997, on which day such average was $13,3125.
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Prospectus
Data Research Associates, Inc.
Dividend Reinvestment and Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Data
Research Associates, Inc. (the "Company") provides holders of record of shares
of the Company's common stock, par value $.01 (the "Common Stock"), with a
convenient and economical way to purchase additional shares of Common Stock
without fees of any kind, and in the case of reinvested dividends to make such
purchases at a 5% discount from the market price of the Common Stock
(determined as set forth in Question 12). Any holder of record of shares of
Common Stock is eligible to participate in the Plan.
A participant may elect to invest in Common Stock under the Plan in the
following ways:
(1) Full Dividend Reinvestment -- reinvesting dividends on all shares
of Common Stock held by the participant. Participants may also
make optional cash payments of no less than $25 per investment up
to $25,000 in the aggregate in each calendar year for the
purchase of Common Stock at its market price.
(2) Partial Dividend Reinvestment -- reinvesting dividends on less
than all shares of Common Stock held by the participant while
continuing to receive cash dividends on the remaining shares
Participants may also make optional cash payments of no less than
$25 per investment up to $25,000 in the aggregate in each
calendar year for the purchase of Common Stock at its market
price.
(3) Optional Cash Payments -- making optional cash payments of no
less than $25 per investment up to $25,000 in the aggregate in
each calendar year for the purchase of Common Stock at its market
price, whether or not any dividends on shares of Common Stock
held by the participant are being reinvested.
Shares of Common Stock purchased under the Plan will be purchased either
directly from the Company or in the open market. Cash dividends on shares of
Common Stock held in a participant's account under the Plan are always
automatically reinvested to purchase additional shares of Common Stock
regardless of which investment option is selected.
The purchase price of each share of Common Stock purchased with
reinvested dividends will be 95% of the market price for the relevant date of
investment. (See Question 12.) The purchase price of shares of Common Stock
purchased with optional cash payments will be 100% of such market price.
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The Common Stock is listed on the National Association of Securities
Dealers Automated Quotation National Market System ("NASDAQ-NMS"). The
closing price of the Common Stock as reported on the NASDAQ-NMS on October 22,
1997 was $13.50 per share.
This Prospectus relates to up to 300,000 shares of Common Stock
registered for sale under the Plan. Such shares may be either authorized but
unissued shares or shares reacquired and held in the Company's treasury.
Common Stock may also be purchased in the open market. This Prospectus also
covers an indeterminate number of shares of Common Stock as may become
issuable as a result of stock splits, stock dividends or similar transactions.
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 23, 1997.
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TABLE OF CONTENTS
Page
Available Information 4
The Company 5
The Plan 5
Purpose and Advantages 5
Administration 7
Participation 7
Costs 10
Purchases 10
Optional Cash Payments 11
Reports to Participants 12
Dividends on Fractions of Shares 13
Issuance of Certificates for Common Stock 13
Termination of Participation 15
Safekeeping 16
Other Information 16
Taxes 18
Use of Proceeds 20
Documents Incorporated by Reference 20
Legal Matters 21
Experts 21
Indemnification 22
This Prospectus does not constitute an offer to sell, or the solicitation
of an offer to buy, the securities to which this Prospectus relates in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction.
No person has been authorized to give any information or to make any
representations other than as contained in this Prospectus in connection with
the offer contained in this Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company.
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, on the written or oral request of any
such person directed to the Shareholder Relations Department, Data Research
Associates, Inc., 1276 North Warson Road, St. Louis, Missouri 63132, telephone
(314) 432-1100, a copy of any and all of the documents incorporated herein by
reference, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities of the Commission in Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following Regional Offices of the
Commission: Citicorp Center, 500 West Madison Street (Suite 1400), Chicago,
Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates, or on the Commission's web site: http://www.sec.gov. In
addition, such reports, proxy statements and other information concerning the
Company can be inspected at the offices of the NASDAQ-NMS, 1735 K Street,
N.W., Washington, D.C. 20006, on which the Common Stock is listed.
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THE COMPANY
Data Research Associates, Inc., a Missouri corporation, together with its
subsidiaries, is a leading systems integrator for libraries and other
information providers, offering its own proprietary information services
software; third party software and hardware; Internet, World Wide Web and
other networking services; and other related support services. The Company
provides a selection of automation systems: the Data Research System, the
INLEX/3000 System, and the MultiLIS System. Each of these is a comprehensive,
fully integrated package of modular software applications and is designed to
allow customers to add applications without modifying their existing
databases, hardware or software. The Company also provides a wide variety of
services designated to support the automation of the library. The Company's
software packages are adaptable for use in academic, public, school and
special libraries ranging from single libraries to large, multi-branch systems
and consortia. The Company's library customer base at September 30, 1997, is
more than 650 systems serving over 2,100 individual libraries in the United
States, Canada, Europe, South America, and the Pacific Rim. The Company
provides internet services to corporations and institutions outside of its
traditional library market.
Recognizing a trend toward increased sharing of information resources
among libraries, the Company has designed and implemented electronic
networking services that allow libraries to share information resources and
reduce their costs of acquiring and maintaining such resources. The Company
has also established itself as a leader in the development of transparent
networking. Products and services associated with DRA Net, the Company's
dedicated, high-speed telecommunications network, facilitate what management
believes is an evolution toward the "library without walls"-- a library whose
information resources are not limited by its physical boundaries.
The Company's principal executive offices are located at 1276 North
Warson Road, St. Louis, Missouri 63132, telephone number (314) 432-1100.
THE PLAN
The following question and answer statements constitute the full
provisions of the Company's Dividend Reinvestment and Stock Purchase Plan
effective October 23, 1997.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of
Common Stock with a simple and convenient method of investing cash dividends
on Common Stock and optional cash payments in additional shares of Common
Stock without payment of any brokerage commissions, service charges or other
fees.
Each participant in the Plan who has elected to have his or her cash
dividends reinvested will be deemed to have applied such cash dividends to the
purchase of additional shares of Common Stock pursuant to the Plan. To the
extent that such additional shares are purchased directly from the Company,
the Company will receive additional funds to be used for general corporate
purposes, including working capital. The Plan offers eligible holders a
convenient opportunity for long-term investment. The Plan is not intended to
provide a mechanism for generating assured short-term profits through rapid
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turnover of shares acquired at a discount. Accordingly, the Company reserves
the right to modify, suspend or terminate participation by certain otherwise
eligible holders in the purchase price discount feature of the Plan, or
otherwise, in order to eliminate such practices.
2. What are the advantages of the Plan?
A participant in the Plan may (a) have cash dividends on all of his or
her shares of Common Stock automatically reinvested in Common Stock or (b)
have cash dividends on a portion of his or her shares of Common Stock
automatically reinvested in Common Stock or (c) whether or not a holder of
Common Stock has elected to have any cash dividends automatically reinvested,
invest in additional shares of Common Stock by making optional cash payments
of no less than $25 per investment up to a maximum of $25,000 in the aggregate
in each calendar year.
- Discount. The purchase price of shares of Common Stock purchased with
reinvested dividends will be 95% of the market price as more fully
explained in Question 12 below. The purchase price of shares of Common
Stock purchased with optional cash payments will be 100% of such market
price. No brokerage commissions, service charges or other fees are paid
by a participant in connection with purchases under the Plan.
- Full Investment. Full investment of funds is possible under the Plan
because fractions of shares, as well as whole shares, will be credited to
a participant's account. Further, dividends in respect of such fractions,
as well as whole shares, will be reinvested in additional shares of
Common Stock that will also be purchased at a 5% discount from the market
price and will be credited to a participant's account.
- Safekeeping. A participant avoids the need for safekeeping of
certificates for shares of Common Stock credited to his or her account
under the Plan because they are held by the Plan. In addition,
participants may deposit for safekeeping in their Plan account any stock
certificates for Common Stock registered in their names through the free
custodial service described in Question 26. Dividends on such shares
deposited for safekeeping under the Plan will also be reinvested. (See
Questions 26 and 27.) By making such a deposit, participants are relieved
of the responsibility for loss, theft or destruction of the certificates.
- Record-keeping. Regular statements of account will be mailed to each
participant in the Plan as soon as practicable after each purchase of
Common Stock under the Plan. Such statements will show the date of the
investment, the amounts invested, the purchase price, the number and the
market value of shares of Common Stock purchased and the number of shares
of Common Stock in the participant's account, thus providing simplified
record-keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
Harris Trust and Savings Bank (the "Plan Administrator"), which has been
designated by the Company as its transfer agent for the Common Stock,
administers the Plan for participants, maintains records, sends statements of
account to participants and performs other duties relating to the Plan. The
Plan Administrator will hold for safekeeping shares of Common Stock purchased
for, or deposited for safekeeping by, each participant until termination of
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participation in the Plan or receipt of a written request from a participant
for the issuance of a certificate for all or a portion of such shares. Shares
of Common Stock purchased under the Plan and held by the Plan Administrator
will be registered in its name or the name of one of its nominees and will be
credited to the account of each participant. As the record holder of shares
of Common Stock held for participants under the Plan, the Plan Administrator
will receive dividends on such shares of Common Stock, will credit such
dividends to each participant's account on the basis of full and fractional
shares held in each account, and will automatically reinvest such dividends in
additional shares of Common Stock. In the event that the Plan Administrator
should resign or otherwise cease to act as agent, the Company will make such
other arrangements as it deems appropriate for the administration of the Plan.
The Plan Administrator also serves as dividend disbursing agent,
principal transfer agent and registrar of the Common Stock.
The Plan Administrator may be contacted by mail at:
Harris Trust and Savings Bank
Dividend Reinvestment Department
P.O. Box A3309
Chicago, Illinois 60690-9939
Telephone inquiries may be made to the Plan Administrator at 312-360-5291.
Please mention Data Research Associates, Inc. in all correspondence.
PARTICIPATION
4. Who is eligible to participate?
All record holders of shares of Common Stock are eligible to participate
in the Plan. In order to be eligible to participate in the Plan any
shareholder whose shares are registered in a name other than his or her own
(e.g., in the name of a broker or bank nominee) must become a shareholder of
record by having shares which are to be subject to the Plan transferred into
his or her own name.
5. How does an eligible shareholder join the Plan?
A holder of record of shares of Common Stock may join the Plan by
completing and signing an Enrollment and Authorization Card and returning it
to the Plan Administrator. A postage-paid envelope is provided with the
Enrollment and Authorization Card for this purpose. Enrollment and
Authorization Cards may be obtained at any time by written request to Data
Research Associates, Inc., 1276 North Warson Road, St. Louis, Missouri 63132,
Attention: Shareholder Relations Department, or to the Plan Administrator, at
the address set forth in Question 3. A participant may change his or her
investment authorization by written notice to the Plan Administrator at the
address set forth in Question 3. Where the stock is registered in more than
one name (i.e., joint tenant, trustees, etc.), all registered holders must
sign.
6. Must a shareholder submit his or her certificates for Common Stock to the
Plan Administrator in order to participate in the Plan?
No. A participant should retain the stock certificates registered in his
or her name and indicate on the Enrollment and Authorization Card whether the
dividends on all or some number of such shares should be reinvested in shares
of Common Stock. Of course, if the participant wishes to take advantage of the
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Plan's safekeeping feature, stock certificates for Common Stock may be sent to
the Plan Administrator as set forth in Question 26. All shares of Common Stock
purchased under the Plan will be held by the Plan for the account of the
participant, until withdrawn by the participant.
7. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time and investments
will be made on his or her behalf as follows:
If an Enrollment and Authorization Card requesting reinvestment of Common
Stock dividends is received by the Plan Administrator on or prior to the
record date established for a particular Common Stock dividend, reinvestment
will begin with that dividend payment date.
Dividend record dates for the Common Stock in 1998 (and the related
payment dates) were or are anticipated to be as follows:
Record Date Payment Date
January 14, 1998 January 28, 1998
It is anticipated that dividend record dates and payment dates for the
Common Stock in the future will be at approximately the same times of the year
as they currently are scheduled to occur.
If an Enrollment and Authorization Card is received by the Plan
Administrator after the record date established for a particular Common Stock
dividend, reinvestment of dividends will begin with the dividend payment date
immediately following the next dividend record date, if such shareholder is
still a holder of record.
All optional cash payments received prior to an Investment Date (as
defined in Question 11) will be invested for that Investment Date. Such
payments received on or after an Investment Date will be invested for the next
succeeding Investment Date. (See Questions 11 and 14 through 17.)
8. What does the Enrollment and Authorization Card provide?
The Enrollment and Authorization Card provides for the purchase of
additional shares of Common Stock through the following investment options:
A. "FULL DIVIDEND REINVESTMENT", which directs the Company to pay the
Plan Administrator for reinvestment in accordance with the Plan all of the
participant's cash dividends on all shares of Common Stock then or
subsequently registered in his or her name, and which permits the participant
to make optional cash payments of not less than $25 per investment up to an
aggregate of $25,000 per year, for the purchase of additional shares of Common
Stock in accordance with the Plan.
B. "PARTIAL DIVIDEND REINVESTMENT", which directs the Company to pay the
Plan Administrator for reinvestment in accordance with the Plan cash dividends
on less than all shares of Common Stock then registered in the participant's
name while continuing to pay the participant cash dividends on the remaining
shares of Common Stock. This option also permits the participant to make
optional cash payments of not less than $25 per investment up to an aggregate
of $25,000 per year, for the purchase of additional shares of Common Stock in
accordance with the Plan.
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C. "OPTIONAL CASH PAYMENTS", which permits the participant to make
optional cash payments of not less than $25 per investment up to an aggregate
of $25,000 per year for the purchase of additional shares of Common Stock in
accordance with the Plan.
Regardless of the option selected, all cash dividends on shares of Common
Stock credited to a participant's account as a result of reinvestment of
dividends, shares purchased with optional cash payments under the Plan and
shares held under the safekeeping deposit feature will be automatically
reinvested in accordance with the Plan. A participant may change his or her
election by written notice to the Plan Administrator at the address set forth
in Question 3.
The Enrollment and Authorization Card also appoints the Plan
Administrator agent for each participant and directs the Plan Administrator to
apply cash dividends and any optional cash payments a participant might make
to the purchase of shares of Common Stock in accordance with the terms of the
Plan.
COSTS
9. Are there any costs to participants in connection with purchases under the
Plan?
No. All costs of administration of the Plan are paid by the Company.
There are no brokerage commissions, service charges or other fees charged to
participants in connection with the purchase of shares of Common Stock under
the Plan. However, if a participant asks the Plan Administrator to sell shares
of Common Stock held in his or her account under the Plan, any brokerage
commissions paid in connection with such sale will be charged to such
participant along with a $10.00 service charge. (See Question 25.)
PURCHASES
10. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be purchased, at the Company's discretion,
either directly from the Company, in which event such shares will be either
authorized but unissued shares or shares held in the treasury of the Company,
or on the open market, or by combination of the foregoing.
11. When will shares be purchased under the Plan?
In a month in which a regular dividend is paid on the Common Stock, the
investment date for the regular dividend on the Common Stock and any optional
cash payments is the dividend payment date; but in a month in which a dividend
payment date for Common Stock does not occur, the investment date for optional
cash payments is the 15th day of such month (each, an "Investment Date"). In
any case, if an Investment Date falls on a day that is not a trading day, the
investment date is deemed to be the prior trading day.
Purchases of Common Stock from the Company will be made on the relevant
Investment Date. Purchases on the open market will begin on the Investment
Date and will be completed no later than 30 days from such date except where
completion at a later date is necessary or advisable under any applicable
federal securities laws. Such purchases may be made on any securities exchange
where such shares are traded, in the over-the-counter market, or by negotiated
transactions and may be subject to such terms with respect to price, delivery,
and other terms as the Plan Administrator may agree to. Neither the Company
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nor any participant shall have any authority or power to direct the time or
price at which shares may be purchased, or the selection of the broker or
dealer through or from whom purchases are to be made.
In general, shares of Common Stock purchased with optional cash payments
in advance of the record date for Common Stock dividends in any quarter will
be entitled to that quarter's dividend.
12. What will be the price of shares of Common Stock purchased under the Plan?
The purchase price of each share of Common Stock purchased by a
participant in the Plan with reinvested dividends will be 95% of the market
price (determined as described below). The purchase price of shares purchased
with optional cash payments will be 100% of such market price. Such purchase
prices per share are hereinafter referred to as the "Purchase Price". In the
case of shares of Common Stock purchased from the Company, the "market price"
is the average of the high and low sales prices of a share of Common Stock as
quoted on the NASDAQ-NMS for the Investment Date. If there is no trading in
the shares of Common Stock on the NASDAQ-NMS on any Investment Date, the
market price will be determined by the Company on the basis of such market
quotations as it shall deem appropriate. In the case of purchases of Common
Stock on the open market, the "market price" will be the weighted average
purchase price of shares purchased for the relevant Investment Date.
13. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased depends on the
amount of a participant's reinvested dividends and any optional cash payments
and the Purchase Price of the shares. Each participant's account will be
credited with that number of shares, including fractions computed to at
least three decimal places, equal to each participant's total amount to be
invested divided by the Purchase Price.
OPTIONAL CASH PAYMENTS
14. How does the cash payment option work?
Optional cash payments received from a participant prior to an Investment
Date will be applied by the Plan Administrator to the purchase of additional
shares of Common Stock on such Investment Date if Common Stock is purchased
from the Company and as soon as practicable (as explained in Question 11)
after such Investment Date if Common Stock is purchased on the open market. If
such cash payments are received on or after the Investment Date, the optional
cash payments will be invested by the Plan Administrator for the next
succeeding Investment Date. Such purchases will be made at 100% of the market
price described in Question 12.
All cash dividends payable on shares of Common Stock credited to the
account of a participant under the Plan, whether such shares were purchased
with reinvested dividends or optional cash payments or such shares are held
under the safekeeping deposit feature, will be automatically reinvested in
additional shares at 95% of the applicable market price. (See Question 12.)
15. How may optional cash payments be made?
An initial optional cash payment may be made by a registered holder of
Common Stock when enrolling in the Plan by enclosing a check or money order
payable to the "Harris Trust & Savings Bank -- Data Research Associates, Inc."
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with the Enrollment and Authorization Card and returning them to the Plan
Administrator at the address set forth in Question 3. After enrolling,
optional cash payments may be made through the use of a cash payment form
which will be attached to a participant's statement of account. The same
amount of money need not be sent each month and there is no obligation to make
an optional cash payment in any month. (See Question 8.)
Each optional cash payment made by a participant must be at least $25,
and the sum of all such payments cannot exceed $25,000 for any calendar year.
All purchases made with optional cash payments will appear on the statement
of account sent to each participant following such purchases of shares of
Common Stock under the Plan.
In the event that any participant's check for a cash contribution is
returned unpaid for any reason, Harris will consider the request for
investment of such funds null and void and shall immediately remove from
the Participant's account shares, if any, purchased upon the prior credit
of such funds. Harris shall thereupon be entitled to sell these shares to
satisfy any uncollected amounts. If the net proceeds of the sale of such
shares are insufficient to satisfy the balance of such uncollected amounts,
Harris shall be entitled to sell such additional shares from the Participant's
account as may be necessary to satisfy the uncollected balance.
16. When will optional cash payments received by the Plan Administrator be
invested?
Optional cash payments will be invested once each month on the Investment
Date. (See Questions 11 and 14.) Under no circumstances will interest be paid
on optional cash payments. Participants are therefore advised to transmit
their optional cash payments so as to be received by the Plan Administrator as
close as possible but prior to the Investment Date for that month.
17. Under what circumstances will optional cash payments be returned?
Optional cash payments received by the Plan Administrator prior to any
Investment Date will be returned to the participant upon written request
received by the Plan Administrator at least two business days prior to such
Investment Date. Any optional payments in excess of the $25,000 limit for each
calendar year will be returned.
REPORTS TO PARTICIPANTS
18. What kinds of reports will be sent to participants in the Plan?
As soon as practicable after each Investment Date on which shares of
Common Stock have been purchased for a participant's Plan account, a statement
of account will be mailed to such participant by the Plan Administrator. Each
statement of account received by a participant will be cumulative for each
calendar year. The statement is a participant's continuing record of the cost
of his or her purchases and should be retained for income tax purposes. In
addition, each participant will receive copies of communications sent to
holders of the Common Stock generally, including the Company's Quarterly
Report to Shareholders, Annual Report to Shareholders, Notice of Annual
Meeting and Proxy Statement, and any Internal Revenue Service information for
reporting dividend income.
DIVIDENDS ON FRACTIONS OF SHARES
19. Will participants be credited with dividends on fractions of shares?
Yes. Dividends with respect to fractions of shares of Common Stock held
under the Plan, as well as whole shares of Common Stock, will be credited to
the participant's account and will be reinvested in additional shares.
ISSUANCE OF CERTIFICATES FOR COMMON STOCK
20. Will certificates be issued for shares of Common Stock purchased?
No certificate will be issued to a participant for shares of Common Stock
credited to his or her account unless he or she so requests of the Plan
Administrator in writing, or until his or her account is terminated.
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The number of such shares of Common Stock credited to an account under
the Plan will be shown on the participant's statement of account. This service
protects against loss, theft or destruction of stock certificates.
At any time, a participant may request in writing that the Plan
Administrator send him or her a certificate for all or a portion of the whole
shares of Common Stock credited to his or her account as described in Question
21. Any remaining whole shares and any fractions of a share will continue to
be credited to the participant's account. (See Question 22.)
Shares of Common Stock credited to the account of a participant under the
Plan may not be pledged or assigned. A participant who wishes to pledge or
assign any such shares must request that a certificate for such shares be
issued in his or her name.
Certificates for fractions of a share will not be issued to participants
under any circumstances. (See Questions 21 and 25.)
An institution that is required by law to maintain physical possession of
certificates may request the issuance of certificates for whole shares
purchased under the Plan. This request should be mailed to the Plan
Administrator at the address set forth in Question 3.
21. Can a participant withdraw shares of Common Stock held under the Plan?
Yes. Certificates for any number of whole shares held in the
participant's account under the Plan will be issued upon receipt by the Plan
Administrator of a written request signed by the participant, specifying the
number of whole shares to be withdrawn. This request should be sent to the
Plan Administrator at the address set forth in Question 3 and should contain a
reference to Data Research Associates, Inc. Depending on the participant's
authorization, the dividends on these withdrawn shares may continue to be
reinvested pursuant to the Plan. (See Question 22.)
22. Will dividends on shares of Common Stock withdrawn from the Plan continue
to be reinvested?
If the participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares of Common Stock withdrawn from a
participant's account will continue to be reinvested. If, however, cash
dividends with respect to only part of the shares of Common Stock registered
in a participant's name are being reinvested, the Plan Administrator will
continue to reinvest dividends on only the number of shares specified by the
participant on the Enrollment and Authorization Card unless a new Enrollment
and Authorization Card specifying a different number of shares is delivered.
23. What happens when a participant sells or transfers all or a portion of
the shares of Common Stock registered in his or her name?
Even if a participant disposes of all of the shares of Common Stock
registered in his or her name, the Plan Administrator will continue to
reinvest the dividends on the shares of Common Stock that remain credited to
his or her account under the Plan, until a written request for withdrawal from
the Plan is received from the participant. (See Question 25.)
If a participant who is reinvesting the cash dividends on part of the
shares of Common Stock registered in his or her name disposes of a portion of
such shares, the Plan Administrator will continue to reinvest the dividends on
the remainder of such shares up to the number of shares of Common Stock
originally specified in the Enrollment and Authorization Card.
14
For example, if a participant authorized the Plan Administrator to
reinvest the cash dividends on 50 shares of Common Stock out of a total of 100
shares registered in his or her name, and then the participant disposed of 25
shares, the Plan Administrator would continue to reinvest the cash dividends
on 50 of the remaining shares. Alternatively, if the participant disposed of
75 shares of Common Stock, the Plan Administrator would continue to reinvest
the cash dividends on all of the remaining 25 shares.
24. In whose name will certificates be registered when issued to participants?
Shareholder accounts under the Plan are maintained in the names in which
certificates of participants were registered at the time they entered the
Plan. Accordingly, certificates for whole shares of Common Stock will be
similarly registered when issued. Should a participant want such shares
registered in any name other than that of the holder of record participating
in the Plan, he or she must indicate such name in his or her request. In the
event of such re-registration, a participant would be responsible for any
possible transfer taxes and for compliance with any applicable transfer
requirements. In addition, federal backup withholding of 31% may apply to
dividends subsequently paid on such re-registered shares unless the taxpayer
identification number of the person in whose name such shares are registered
is provided to the Plan Administrator. (See Question 34.)
TERMINATION OF PARTICIPATION
25. How may a participant withdraw from and cease participation in the Plan?
A participant may withdraw from participation in the Plan at any time.
In order to withdraw from the Plan entirely, a participant must notify
the Plan Administrator in writing that he or she wishes to withdraw. Such
notice should be forwarded to the Plan Administrator at the address set forth
in Question 3. When a participant withdraws from the Plan or upon termination
of the Plan by the Company, a certificate for the number of whole shares of
Common Stock credited to his or her account under the Plan will be issued and
a cash payment will be made for any fractions of a share. Such cash payment
will be based on the actual market price of a share of Common Stock less any
brokerage fees or commissions, any other costs of sale and any transfer tax.
Federal backup withholding of 31% may apply to any such cash payments from the
Plan. (See Question 34.)
If the request to withdraw and cease participation is received by the
Plan Administrator prior to the record date for a dividend, the withdrawal
will be processed promptly following receipt of the request.
If the request to withdraw and cease participation is received by the
Plan Administrator on or after the record date for a dividend payment, such
request may not become effective until any cash dividend paid on the dividend
payment date has been reinvested and the shares of Common Stock purchased are
credited to the participant's account under the Plan. The Plan Administrator,
in its sole discretion, may either pay any such dividend in cash or reinvest
it in Common Stock on behalf of the terminating participant. Any optional cash
payment that a participant has sent to the Plan Administrator prior to the
request for withdrawal will be invested in Common Stock unless such
participant expressly requests, in the request for withdrawal, that the Plan
Administrator return such optional cash payment and such request for
withdrawal is received at least two business days prior to the Investment
Date. The request for withdrawal will then be processed as promptly as
possible following such Investment Date.
15
After a participant ceases to participate in the Plan, all subsequent
dividends will be paid to the participant in cash unless he or she re-enrolls
in the Plan, which he or she may do at any time by requesting an Enrollment
and Authorization Card from the Plan Administrator or from the Company, and
completing and forwarding such card to the Plan Administrator at the address
set forth in Question 3.
In his or her written request for withdrawal of shares from the Plan, a
participant may also request that all or a portion of the whole shares of
Common Stock credited to his or her account be sold. If he or she requests
such sale, the sale will be made by the Plan Administrator as promptly as
possible after processing the request for withdrawal. Subject to the
applicability of federal backup withholding, the participant will receive the
proceeds from such sale, less any brokerage fees or commissions, a $10.00
service fee, any other costs of sale and any applicable transfer tax.
SAFEKEEPING
26. How does a participant deposit shares of Common Stock for safekeeping
under the Plan?
A participant may deposit with the Plan Administrator any Common Stock
certificates registered in his or her name for safekeeping under the Plan.
There is no charge for this custodial service and by having the Plan
Administrator hold such certificates, a participant is relieved of the
responsibility for loss, theft or destruction of any such certificates.
Dividends paid on shares of Common Stock held for safekeeping by the Plan
Administrator will be reinvested in shares of Common Stock pursuant to the
Plan.
Participants who wish to deposit their Common Stock certificates with the
Plan Administrator for safekeeping under the Plan should send their
certificates (which need not be endorsed) to the Plan Administrator at the
address set forth in Question 3. Because the participant bears the risk of
loss in sending Common Stock certificates to the Plan Administrator, it is
recommended that certificates be sent by registered mail, return receipt
requested and properly insured. Whenever certificates are issued to a
participant either upon request for withdrawal or termination of
participation, new, differently numbered certificates will be issued.
27. May a participant request that his or her shares of Common Stock be
deposited for safekeeping under the Plan without having the dividends thereon
reinvested?
No. All dividends paid on Common Stock held by the Plan Administrator for
safekeeping under the Plan will be reinvested in additional shares of Common
Stock until such Common Stock is withdrawn from participation in the Plan.
OTHER INFORMATION
28. If the Company has a rights offering, how will the rights on the shares
of Common Stock held under the Plan be handled?
If a participant is entitled to participate in a rights offering, he or
she will receive rights certificates for only the number of whole shares of
Common Stock held for his or her account under the Plan.
29. What happens if the Company splits its stock or declares a dividend or
other distribution payable in stock or other noncash assets?
16
Any dividend payable in Common Stock or split shares of Common Stock
distributed by the Company on shares of Common Stock credited to the account
of a participant under the Plan will be added to the participant's account.
Any dividend or other distribution payable in stock other than Common Stock
and all other noncash dividends distributed by the Company on shares of Common
Stock credited to the account of a participant under the Plan will be mailed
directly to such participants in the same manner as to shareholders who are
not participating in the Plan. Of course, all stock dividends, split shares
and other noncash distributions made on shares of Common Stock registered in
the name of the participant and not held by the Plan will also be mailed
directly to the participant.
30. How will a participant's shares of Common Stock held in the Plan be voted
at shareholders' meetings?
Shares of Common Stock held by the Plan Administrator under the Plan for
a participant will be voted as the participant directs in a proxy card
provided for that purpose. A proxy card will be sent to each participant in
connection with any annual or special meeting of shareholders, as in the case
of shareholders not participating in the Plan. This proxy will apply to all
whole shares of Common Stock registered in the participant's own name, if any,
as well as to all shares credited to the participant's account under the Plan.
The Plan Administrator will aggregate the participants' shares voting in a
certain way on each matter presented to the shareholders and, after completing
such aggregation, any fractions of a share will not be voted.
31. What are the responsibilities of the Company and the Plan Administrator
under the Plan?
The Company and the Plan Administrator will not be liable under the Plan
for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure
to terminate a participant's account upon such participant's death or with
respect to the prices at which shares of Common Stock are purchased or sold
for the participant's account, the times when such purchases or sales are
made, or with respect to any fluctuation in market value of the Common Stock.
The participant should recognize that neither the Company nor the Plan
Administrator can assure him or her of a profit or protect the participant
against a loss on the Common Stock purchased by him or her under the Plan.
32. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of Directors
of the Company or any designated committee thereof may amend, suspend, modify
or terminate the Plan at any time (including the period between a record date
and a dividend payment date). Notice of any such amendment, suspension,
modification or termination will be sent to all participants. Upon a
termination of the Plan, any uninvested optional cash payments will be
returned, certificates for whole shares of Common Stock credited to a
participant's account under the Plan will be issued, and a cash payment will
be made for any fractions of a share credited to a participant's account. Such
cash payment may be subject to backup withholding and will be based on the
actual market price of a share of Common Stock less any brokerage fees or
commissions, any other costs of sale and any transfer tax.
17
TAXES
33. What are the federal income tax consequences of participation in the
Plan?
Reinvested Dividends. In the case of shares of Common Stock purchased
directly from the Company with reinvested dividends, a participant will be
subject to federal income tax on a taxable dividend in an amount equal to the
number of shares of Common Stock so purchased multiplied by the fair market
value (as defined below) on the Investment Date of the shares so acquired. The
participant's basis in such shares will also equal the fair market value of
the shares on the relevant Investment Date.
Alternatively, when the Plan Administrator purchases shares of Common
Stock on the open market with reinvested dividends, a participant will be
subject to federal income tax on a taxable dividend in an amount equal to the
actual purchase price to the Plan Administrator of the shares so acquired plus
that portion of any brokerage commissions paid by the Company which is
attributable to the purchase of the participant's shares. The participant's
basis in such shares will equal their actual purchase price to the Plan
Administrator plus allocable brokerage commissions.
For purposes of this Question, the "fair market value" of shares on the
Investment Date will be determined under applicable Internal Revenue Service
regulations. Under those regulations, if the Common Stock trades on the
Investment Date, the fair market value is the average of the high and low
sales prices as reported on the NASDAQ-NMS for that date; if the Common Stock
does not trade on that date, the fair market value is the weighted average of
the mean of the high and low sales prices on the nearest trading dates before
and after the Investment Date.
Optional Cash Payments. In the case of shares of Common Stock purchased
on the open market with optional cash payments, a participant will be subject
to federal income tax on a taxable dividend in an amount equal to the portion
of any brokerage commissions paid by the Company which is attributable to the
purchase of the participant's shares. The participant's basis in such shares
will be the actual purchase price to the Plan Administrator of such shares
plus allocable brokerage commissions.
In the case of shares of Common Stock purchased directly from the Company
with optional cash payments, a participant will not be treated as having
received any taxable dividend. The participant's basis in such shares will be
the actual purchase price to the Plan Administrator of such shares.
Receipt or Disposition of Shares. A participant will not realize any
taxable income when he or she receives a certificate for whole shares of
Common Stock credited to his or her account, either upon his or her request
for a certificate for certain of such shares or upon withdrawal from or
termination of the Plan.
A participant will realize gain or loss when shares of Common Stock are
sold or exchanged, whether such sale or exchange is pursuant to his or her
request upon his or her withdrawal from the Plan or takes place after
withdrawal from or termination of the Plan. In the case of fractions of a
share, a participant will realize gain or loss when he or she receives a cash
payment for such fractions of a share credited to his or her account. The
amount of such gain or loss will be the difference between the amount which
the participant receives for such whole shares or fractions of a share and the
tax basis thereof. The holding period of Common Stock credited to a
participant's account will begin on the day following the date of purchase.
18
Additional Information. An information statement (on Form 1099) will be
sent to each participant and to the Internal Revenue Service at year-end
showing the amounts taxable to the participant during the year.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences, including consequences under state and local
tax laws, which may result from their participation in the Plan and the
subsequent disposal by them of shares of Common Stock purchased pursuant to
the Plan. The income tax consequences for participants who do not reside in
the United States will vary from jurisdiction to jurisdiction.
34. How are federal backup withholding provisions applied to participants in
the Plan?
Under the federal income tax law, each participant in the Plan is
required to provide his or her correct taxpayer identification number to the
Plan Administrator. For an individual, the taxpayer identification number is
his or her social security number. If the correct number is not provided,
dividends paid on shares of Common Stock held for a participant under the Plan
and dividends paid on shares of Common Stock held by a participant (including
dividends paid into the Plan and including any deemed dividends resulting from
the payment of brokerage fees by the Company) may be subject to backup
withholding. In addition, cash distributions from the Plan as described in
Questions 25 and 32 may be subject to backup withholding.
If backup withholding applies, 31% of any such dividends or payments is
required to be withheld. Exempt participants (including, among others, all
corporations and certain foreign individuals) are not subject to backup
withholding and reporting requirements. In order to qualify as exempt, a
foreign individual must submit a statement attesting to that individual's
exempt status.
Forms for certifying a participant's taxpayer identification number and
for establishing the exemption of a foreign participant as well as additional
information concerning the requirements for certification may be obtained by
writing the Plan Administrator at the address set forth in Question 3 or by
calling the Plan Administrator at 312-360-5291.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that
ultimately will be sold under the Plan, or the prices thereof, but the Company
intends to use the proceeds it receives from its sales of Common Stock for
general corporate purposes, including working capital. The Company is unable
to estimate the amount of the proceeds which will be devoted to any specific
purposes.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 0-20244) pursuant to the Exchange Act, or as otherwise indicated, are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, (the "1996 Form 10-K");
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 31, 1996; March 31, 1997; and June 30, 1997;
19
3. The description of the Company's Common Stock contained in Item 4 of
its Registration Statement on Form 8-A, as filed with the Commission
on May 25, 1992, as amended on June 17, 1992 pursuant to Section
12(b) of the Exchange Act.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment to the
Registration Statement, of which this Prospectus forms a part, which indicates
that all securities offered hereby have been sold, or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
of such documents or reports. 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 Prospectus 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 Prospectus.
LEGAL MATTERS
Legal matters in connection with the Common Stock offered hereby have
been passed upon for the Company by Gallop, Johnson & Neuman, L.C. ("GJN"),
101 South Hanley Road, Suite 1600, St. Louis, Missouri 63105. Donald P.
Gallop is Chairman of GJN, and serves as a Director of the Company and
beneficially owned 15,361 shares of the Company's common stock as of December
12, 1996.
EXPERTS
The consolidated financial statements and schedule of Data Research
Associates, Inc. appearing in the Data Research Associates, Inc.'s Annual
Report (Form 10-K) for the year ended September 30, 1996, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference, which as to
the years 1996 and 1995, are based in part on reports of other auditors.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
The financial statements of MultiLIS Europe, S.A. (a wholly-owned
subsidiary of the Company), which are incorporated herein by reference to the
1996 Form 10-K, have been audited by Deloitte Touche Tohmatsu, independent
auditors, set forth in their reports thereon included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
The financial statements of DRA Information, Inc. (a wholly-owned
subsidiary of the Company), which are incorporated herein by reference to the
1996 Form 10-K, have been audited by Price Waterhouse, independent
accountants, as stated in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
INDEMNIFICATION
The following is a brief summary of certain indemnification provisions of
the Company's By-laws, the General and Business Corporation Law of the State
of Missouri and the liability and reimbursement insurance policy covering
20
members of the Board of Directors and officers of the Company. This summary is
qualified in its entirety by reference to the text thereof.
The Company's By-laws provide for indemnification by the Company, to the
fullest extent authorized by law, of any person who is or was a director or
officer of the Company and who is or was, or is threatened to be, involved in
any manner in any civil or criminal proceedings by reason of the fact that
such person is or was a director, officer, employee or agent of the Company or
was serving as a director, officer, employee or agent of another entity at the
request of the Company. Such indemnification would include liabilities
arising under the Securities Act of 1933, as amended ("Securities Act"). In
general, Missouri law allows a corporation to indemnify its directors and
officers if the director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to a criminal proceeding, had
no reasonable cause to believe such conduct was unlawful. In addition, the
Company's By-laws eliminate the liability of a director to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director
to the extent permitted by Missouri law. The Company also has a directors' and
officers' liability and reimbursement insurance policy designed to reimburse
the Company for certain payments made by it pursuant to such indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
If any participant in the Plan misplaces or loses a copy of this
Prospectus, the Company will promptly furnish, without charge, an additional
copy of this Prospectus upon the written or oral request of such participant.
Requests for such copies should be directed to the Shareholder Relations
Department, Data Research Associates, Inc., 1276 North Warson Road, St. Louis,
Missouri 63132, telephone (314) 432-1100.
21
PART II
Information Not Required In The Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities covered hereby, all payable by the Registrant, are estimated to be
as follows:
SEC Registration Fee $ 1,210
Blue sky fees and expenses 0
Legal Fees and Expenses 1,500
Accounting fees and expenses 2,500
Printing and engraving 5,000
Transfer Agent's and Registrars' Fee 5,000
Miscellaneous 500
TOTAL $ 15,710
Item 15. Indemnification of Directors and Officers.
Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee, or agent of the
corporation in any action, suit, or proceeding other than an action by or in
the right of the corporation, against expenses (including attorney's fees),
judgments, fines, and settlement amounts actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful. Section
351.355(2) provides that the corporation may indemnify any such person in any
action or suit by or in the right of the corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that he may not be indemnified
in respect of any matter in which he has been adjudged liable for negligence
or misconduct, unless authorized by the court. Section 351.355(3) provides
that a corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the action, suit, or proceeding if he has been successful in defense of such
action, suit, or proceeding and if such action, suit, or proceeding is one for
which the corporation may indemnify him under Section 351.355(1) or (2).
Section 351.355(7) provides that a corporation shall have the power to give
any further indemnity to any such person, in addition to the indemnity
otherwise authorized under Section 351.355, provided such further indemnity is
either (i) authorized, directed, or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed, or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from
or on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest, or willful misconduct.
The By-laws of the Company contain provisions indemnifying its directors,
officers, employees, and agents to the extent authorized specifically by
Sections 351.355(1), (2), (3), and (7).
22
The foregoing statements are qualified in their entirety by the actual
provisions of Section 351.355 of the General and Business Corporation Act of
the State of Missouri and Article XII of the Company's By-laws, as applicable.
The Company maintains a policy of insurance under which the directors and
officers of the Company are insured, subject to the limits of the policy,
against certain losses, as defined in the policy, arising from claims made
against such directors and officers by reason of any wrongful acts, as defined
in this policy, in their respective capacities as directors or officers.
Item 16. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or 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 of 1933;
(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 thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) 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 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
23
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the 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.
24
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-3 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 October 23, 1997.
DATA RESEARCH ASSOCIATES, INC.
By: /s/Michael J. Mellinger
Name: Michael J. Mellinger
Title: 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-3 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 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 below by the following persons on
October 23, 1997 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
/s/Michael J. Mellinger Director, Chairman of the Board,
Michael J. Mellinger President and Chief
Executive Officer
(ii) Principal Financial and Accounting Officer:
/s/Katharine W. Biggs Vice President, Chief Financial
Katharine W. Biggs Officer and Treasurer
(iii) Directors:
/s/F. Gilbert Bickel III
F. Gilbert Bickel III
/s/Carole Cotton
Carole Cotton
/s/Donald P. Gallop
Donald P. Gallop
/s/Howard L. Wood
Howard L. Wood
Constituting a majority of the Board of Directors
EXHIBIT INDEX
Exhibit
Number Description Page
5. Opinion of Gallop, Johnson & Neuman, L.C. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deloitte Touche Tohmatsu, independent accountants,
with respect to MultiLIS Europe, S.A.
23.3 Consent of Price Waterhouse, independent accountants, with respect
to DRA Information, Inc.
23.4 Consent of Gallop, Johnson & Neuman, L.C. (incorporated by
reference to Exhibit 5). *
24. Power of Attorney (included on signature page of registration
statement)
* Incorporated by Reference
Exhibit 5
Gallop, Johnson & Newuman, L.C.
Interco Corporate Tower
101 South Hanley
St. Louis, Missouri 63105
October 20, 1997
Board of Directors
Data Research Associates, Inc.
1276 North Warson Road
St. Louis, Missouri 63132
Re: Registration Statement on Form S-3; Data Research Assocaites, Inc.
Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentleman:
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-3
(the "Registration Statement") under the Securities Act of 1933,
as amended, and the Rules and Regulations promulgated thereunder,
relating to 300,000 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. Dividend Reinvestment and Stock
Purchase 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 are duly authorized
and, 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 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3) pertaining to the Data Research Associates, Inc.
Dividend Reinvestment and Stock Purchase 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
October 21, 1997
Exhibit 23.2
October 23, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 pertaining to the Dividend Reinvestment and Stock
Purchase Plan of Data Research Associates, Inc., of our report
with respect to DRA Information, Inc. dated
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 23.3
Deloitte Touche Tohmatsu
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-3) pertaining to the Dividend Reinvestment Plan
of Data Research Associates, Inc. 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
October 20, 1997
/s/Nicholas L.E. Rolt
Nicholas L.E. Rolt
Partner BDA-Deloitte Touche Tohmatsu - Audit
