<PAGE> 1
As Filed with the Securities and Exchange Commission on June 22, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CITATION COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in charter)
MISSOURI 43-1174397
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices) (Zip Code)
CITATION COMPUTER SYSTEMS, INC.
EQUITY PARTICIPATION PLAN
(Full title of the plan)
-------------
RICHARD D. NEECE
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017
(Name and address of agent for service)
(314) 579-7900
(Telephone number, including area code, of agent for service)
-------------
Copies to:
LARRY K. HARRIS
SUELTHAUS & WALSH, P.C.
7733 FORSYTH BOULEVARD, 12TH FLOOR
ST. LOUIS, MISSOURI 63105
(314) 727-7676
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered(1) Offering Price Per Share(1) Aggregate Offering Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock $0.10 par value 41,000 $ 6.75 $ 276,750 $ 81.64
--- --- ---
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of computing the Registration Fee pursuant to
the provisions of Rule 457(h), based upon a price of $6.75 per share, being
the average of the average of the high and low prices per share reported on
the Nasdaq Stock Market National Market System on June 15, 1998.
<PAGE> 2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by CITATION Computer Systems, Inc. (the
"COMPANY") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1997;
(ii) The Company's Form 10-QSB for the quarter ended December 31,
1997; and
(iii) The description of the Company's Common Stock, $0.10 par value
per share, set forth in the Company's Registration Statement
on Form S-1 (Reg. No. 33-48332) and any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
made a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document
incorporated herein by reference modifies or supersedes such document. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Where any document or part thereof is incorporated by reference in this
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the CITATION Computer Systems, Inc. Equity
Participation Plan is delivered, upon written or oral request of such person, a
copy of any and all of the information incorporated by reference in the
Registration Statement, excluding exhibits unless such exhibits are specifically
incorporated by reference.
Item 4. Description of Securities. See Item 3(iii) above.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation (the "ARTICLES OF
INCORPORATION") and Amended and Restated By-laws (the "BY-LAWS") provide for
mandatory indemnification rights, subject to limited exceptions, for any
director or officer of the Company who by reason of the fact that he or she is a
director or officer of the Company, is involved in a legal proceeding of any
nature. Such indemnification rights include reimbursement for expenses incurred
by such director or officer in advance of the final disposition of such
proceeding in accordance with the applicable provisions of General Business and
Corporation Law of Missouri. The Company may from time to time agree to provide
similar indemnifications to certain employees and other agents. The SEC has
taken the position that these provisions will have no effect on claims arising
under the federal securities laws.
The Company also maintains directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference, as indicated below:
Registration Statement on Form S-8 Page 2
<PAGE> 3
4.1 The Company's Restated Articles of Incorporation were
previously filed as Exhibit 3(a) to the Company's Registration
Statement on Form S-1 (Reg. No. 33-48332) and is incorporated
herein by this reference.
4.2 The Company's Amended and Restated By-laws were previously
filed as Exhibit 3(b) to the Company's Registration Statement
on Form S-1 (Reg. No. 33-48332) and is incorporated herein by
this reference.
4.3 The specimen Certificate of Shares of Common Stock, $0.10 par
value, of the Company was previously filed as Exhibit 4(a) to
the Company's Registration Statement on Form S-1 (Reg. No.
33-48332) and is incorporated herein by this reference.
4.4 The CITATION Computer Systems, Inc. Equity Participation Plan
is filed herewith.
5.1 Opinion of Suelthaus & Walsh, P.C. is filed herewith.
24.1 Consent of Suelthaus & Walsh, P.C. (included in Exhibit 5.1).
24.2 Consent of Price Waterhouse LLP is filed herewith.
25 Power of Attorney (included on Signature Page hereto).
Item 9. Undertakings.
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers and 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, as amended
(the "SECURITIES ACT");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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;
(iii) To include any material information with respect to
the plan of distribution 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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
Registration Statement on Form S-8 Page 3
<PAGE> 4
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) 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 SEC 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 Act and will be governed by the final adjudication of
such issue.
* * *
Registration Statement on Form S-8 Page 4
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on
June 17, 1998.
CITATION COMPUTER SYSTEMS, INC.
By /s/ Richard D. Neece
--------------------------------------
Richard D. Neece
President
POWER OF ATTORNEY
We, the undersigned officers and directors of CITATION Computer
Systems, Inc. hereby severally and individually constitute and appoint J. Robert
Copper and Richard D. Neece, 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 others 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 or
each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ J. Robert Cooper Chairman and Chief June 17 , 1998
- ---------------------------- Executive Officer; -----------
J. Robert Copper Director
Principal Executive Officer
/s/ Richard D. Neece President June 17 , 1998
- ---------------------------- -----------
Richard D. Neece
Principal Financial and
Accounting Officer
/s/ James F. O'Donnell Director June 17 , 1998
- ---------------------------- -----------
James F. O'Donnell
Registration Statement on Form S-8 Page 5
<PAGE> 6
Signature Title Date
Director , 1998
- ---------------------------- -----------
Larry D. Marcus
/s/ David T. Pieroni Director June 17 , 1998
- ---------------------------- -----------
David T. Pieroni
/s/ Fred L. Brown Director June 17 , 1998
- ---------------------------- -----------
Fred L. Brown
Registration Statement on Form S-8 Page 6
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Page
4.1 The Company's Restated Articles of Incorporation were previously
filed as Exhibit 3(a) to the Company's Registration Statement on
Form S-1 (Reg. No. 33-48332) and is incorporated herein by this
reference.
4.2 The Company's Amended and Restated By-laws were previously filed as
Exhibit 3(b) to the Company's Registration Statement on Form S-1
(Reg. No. 33-48332) and is incorporated herein by this reference.
4.3 The specimen Certificate of Shares of Common Stock, $0.10 par value,
of the Company was previously filed as Exhibit 4(a) to the Company's
Registration Statement on Form S-1 (Reg. No. 33-48332) and is
incorporated herein by this reference.
4.4 The CITATION Computer Systems, Inc. Equity Participation Plan is
filed herewith.
5.1 Opinion of Suelthaus & Walsh, P.C. is filed herewith.
24.1 Consent of Suelthaus & Walsh, P.C. (included in Exhibit 5.1).
24.2 Consent of Price Waterhouse LLP is filed herewith.
25 Power of Attorney (included on Signature Page hereto).
Registration Statement on Form S-8 Page 7
<PAGE> 1
EXHIBIT 4.4
NONQUALIFIED STOCK OPTION AGREEMENT
CITATION Computer Systems, Inc.
Equity Participation Plan
THIS AGREEMENT is made and entered into as of the date last below
written by and between CITATION COMPUTER SYSTEMS, INC., a Missouri corporation
(the "COMPANY"), and ___________________________________________ (the
"OPTIONEE").
WHEREAS, the Optionee is an employee of the Company and serves the
Company in an important management position; and
WHEREAS, the Company believes that employees who have an equity
interest in the Company are naturally and economically more motivated to
contribute to the growth and success of the Company; and
WHEREAS, the Company, in order to induce the Optionee to continue in
the employ of the Company, to incentivize Optionee to acquire or increase
Optionee's equity interest in the Company, and to motivate Optionee to
contribute to the success of the Company, desires to grant the Optionee an
option to acquire a further proprietary interest in the Company through the
purchase of shares of stock of the Company via the exercise of stock options;
and
WHEREAS, the Company has decided to grant a stock option to the
Optionee pursuant to the terms of this Agreement, which the Optionee desires to
accept;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for other valuable consideration, the parties agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee an option
in the amount and subject to the terms provided in this Agreement (the "OPTION")
effective as of the date hereof (the "GRANT DATE"). The Option is not intended
to be and shall not be treated as a qualified incentive stock option as defined
under Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE").
2. SHARES. The shares of stock subject to the Option shall be the
Company's authorized but unissued or reacquired common stock, $0.10 par value
per share (the "CAPITAL STOCK").
Page 1
<PAGE> 2
3. NUMBER OF SHARES. The maximum number of shares of Capital Stock that
the Optionee may purchase under the Option is 50,000. The actual number of
shares that Optionee may purchase hereunder, which shall in no event exceed the
aforesaid maximum number, shall be determined based upon open-market purchases
of Capital Stock by Optionee, as described below.
The actual number of shares that Optionee may purchase under the Option
granted herein (the "MATCHED SHARES") shall be equal to the total number of
shares of Capital Stock that Optionee purchases through a broker via the Nasdaq
National Market System for the account of Optionee (including shares titled
jointly with a spouse) or for the account of a revocable living trust of which
Optionee is the grantor or an individual retirement account of which the
Optionee is the participant during the Purchase Window (as defined), less any
shares of Capital Stock sold or otherwise disposed of by Optionee during the
Purchase Window. If the total of the Optionee's purchases less dispositions of
Capital Stock during the Purchase Window exceeds the maximum number of shares
set forth above, only those purchases made up until the time (during the
Purchase Window) when the purchases less dispositions exceed the said maximum
number will be counted for purposes of determining the Matched Shares and the
price at which they can be purchased hereunder.
The "PURCHASE WINDOW" shall be the period commencing on the Grant Date
and ending 90 days thereafter, unless extended by the Company by written notice
given to the Optionee prior to the expiration of said period.
It shall be the responsibility of the Optionee to establish, within 30
days after the end of the Purchase Window, the number of shares of Capital Stock
comprising the Matched Shares by submitting documentation of purchases and any
disposition during the Purchase Window. The Optionee must set forth in writing
on forms provided by the Company such information as may be required to
determine the number of Matched Shares, and shall affirm that the facts and
documentation so submitted are true and correct. In the event of any
misrepresentation by the Optionee, the Company may elect to cancel or rescind
part or all of any Option hereunder.
4. TERM AND EXERCISE OF OPTION.
The Option shall become exercisable with respect to that number of
shares of Capital Stock equal to one-third (1/3) of the Matched Shares fifteen
(15) months after the Grant Date.
Page 2
<PAGE> 3
The Option shall become exercisable with respect to that number of
shares of Capital Stock equal to another one-third (1/3) of the Matched Shares
twenty-seven (27) months after the Grant Date.
The Option shall become exercisable with respect to that number of
shares of Capital Stock equal to the last one-third (1/3) of the Matched Shares
thirty-nine (39) months after the Grant Date.
The exercise period pertaining to all of the shares of Capital Stock
described above will END upon the earliest to occur of the following:
a. The date three (3) months after the Optionee's termination of
employment with the Company for any reason other than retirement,
disability or death; or
b. The date thirty-six (36) months after termination of the Optionee's
employment with the Company due to retirement or disability; or
c. The date one (1) year after the Optionee's death, if and only if the
Optionee was employed by the Company on the date three (3) months prior
to the Optionee's death; or
d. The date ten (10) years after the Grant Date.
5. PRICE AND PAYMENT. The price per share of the Capital Stock which
the Optionee may purchase hereunder is equal to the weighted average purchase
price (not including brokerage commissions and related fees and costs) of the
Matched Shares. The weighted average shall equal the total of the purchase
prices paid by Optionee for all of the Matched Shares divided by the total
number of Matched Shares.
The purchase price shall be payable in full in United States dollars in
cash or by certified check upon the exercise of the Option.
6. RESTRICTION ON TRANSFER. This Option is not transferable by the
Optionee other than by will or the laws of descent and distribution, and is
exercisable, during the Optionee's lifetime, only by the Optionee. Upon the
death of the Optionee, the personal representatives of the Optionee's estate, or
any person or persons who shall have acquired the right to exercise the Option
by bequest, inheritance, or otherwise by reason of the death of the Optionee
shall have the right to exercise the Option, provided that such exercise occurs
not
Page 3
<PAGE> 4
more than ten (10) years after the Grant Date and also within one (1) year after
the Optionee's death.
7. REQUIREMENTS FOR EXERCISE. The Option shall be exercisable subject
to the following requirements.
a. The Optionee must be an employee of the Company at all times during
the period beginning on the Grant Date and ending three (3) months
before the earlier of the date of exercise of the Option or the date of
the Optionee's death; provided, however, that if the Optionee
terminates employment with the Company due to retirement or disability,
then the aforementioned period shall be extended to end thirty-six (36)
months before the date of exercise of the Option.
b. So long as the Optionee remains an employee of the Company, the
Option may be exercised in whole or in part; provided, however, that
the Optionee shall not exercise part of the Option for fewer than 500
shares at one time unless the total number of shares subject to the
Option is fewer than 500, in which case the Optionee shall not exercise
the Option for fewer than all of such shares.
c. Each exercise of an Option granted herein shall be accomplished by
notice in writing to the Company accompanied by payment in cash or by
certified check for the shares of Capital Stock to be purchased.
9. OBLIGATION TO THE OPTIONEE. The Optionee shall at no time be
obligated to exercise the Option.
10. RIGHTS OF A SHAREHOLDER. The Optionee and any transferee of the
Option shall have no rights as a shareholder of the Company with respect to any
shares of Capital Stock which are the subject of the Option until the date of
the issuance of a stock certificate to him or her for such shares.
11. ADJUSTMENT OF AND CHANGES IN STOCK OF THE COMPANY. In the event of
a reorganization, recapitalization, change of shares, stock split, spin-off,
stock dividend, reclassification, subdivision or combination of shares of stock
of the Company, or the merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the Company shall
make such adjustment as it deems appropriate in the number and kind of shares of
Capital Stock subject to the Option or in the option price; provided, however,
that no such adjustment shall give the Optionee any additional or lesser
benefits under the Option.
Page 4
<PAGE> 5
12. EMPLOYMENT RIGHTS NOT AFFECTED. Neither the granting of the Option
or its exercise shall be construed as granting to the Optionee any right with
respect to continuance of employment with the Company. Except as may otherwise
be limited by a written agreement between the Company and the Optionee, the
right of the Company to terminate at will the Optionee's employment with the
Company at any time and for any reason whatsoever is specifically reserved by
the Company, and acknowledged by the Optionee.
13. AMENDMENT OF OPTION. The Option may be amended by the Board of
Directors of the Company at any time (i) if the Board determines, in its sole
discretion, that amendment is necessary or advisable in light of any addition to
or change in the Code or in the regulations issued thereunder, or any federal or
state securities law or other laws or regulation, which change occurs after the
Grant Date and by its terms applies to the Option; or (ii) other than in the
circumstances described in clause (i), with the consent of the Optionee. The
foregoing notwithstanding, the Company may, in its sole discretion, cancel the
Option at any time prior to the Optionee's exercise of the Option if, in the
opinion of the Company, the Optionee engages in activities contrary to the
interests of the Company.
14. NOTICE. Any notice to the Company provided for in this Agreement
shall be in writing addressed to it in care of its Secretary at its executive
offices at 424 South Woods Mill Road, Suite 200, Chesterfield, Missouri 63017,
and any notice to the Optionee shall be in writing addressed to the Optionee at
the current address shown on the payroll records of the Company. Any notice
shall be deemed to be duly given if and when properly addressed and deposited,
postage paid, in the United States mail or when hand delivered to the party to
whom it is addressed.
15. GOVERNING LAW. This Agreement shall be construed in accordance with
and shall be subject to the internal laws of the State of Missouri, except to
the extent preempted by federal law.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute this Agreement and the Optionee has placed his signature hereon as of
the _____ day of ______________________, 19___, and effective as of the Grant
Date.
COMPANY: CITATION COMPUTER SYSTEMS, INC.
By ____________________________
Title:_________________________
Page 5
<PAGE> 6
ATTEST:
By ____________________________
Title:_________________________
OPTIONEE: _______________________________
Signature
_______________________________
Print Name
Page 6
<PAGE> 1
EXHIBIT 5.1
June 22, 1998
Board of Directors
CITATION Computer Systems, Inc.
424 South Woods Mill Road
St. Louis, Missouri 63017
Re: CITATION COMPUTER SYSTEMS, INC. -- FORM S-8
Gentlemen:
This opinion is being rendered to you pursuant to the filing of a Form
S-8 (the "FORM S-8") with the Securities and Exchange Commission (the "SEC") on
behalf of CITATION Computer Systems, Inc. (the "COMPANY") registering the
issuance of shares of the Company's Common Stock, par value $0.10 per share (the
"COMMON STOCK"), pursuant to the CITATION Computer Systems, Inc. Equity
Participation Plan (the "PLAN").
In rendering the opinions expressed herein, we have examined originals
or copies certified or otherwise identified to our satisfaction of:
A. The Restated Articles of Incorporation of the Company (the
"ARTICLES OF INCORPORATION");
B. The Amended and Restated By-laws of the Company (the
"BY-LAWS");
C. A specimen form of Common Stock Certificate; and
D. The CITATION Computer Systems, Inc. Equity Participation Plan.
In addition, we have examined and relied upon other documents, certificates,
corporate records, opinions, and instruments, obtained from the Company or other
sources believed by us to be reliable, as we have deemed necessary or
appropriate for the purpose of rendering this opinion and upon which we believe
we are justified in relying. We have also relied upon
<PAGE> 2
CITATION Computer Systems, Inc.
June 22, 1998
Page 2
statements of fact rendered by members of management of the Company and the
registrar and transfer agent of the Company.
Based upon the foregoing, and subject to the assumptions, limitations,
exclusions, and exceptions set forth below, we are of the opinions that
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, is duly qualified as a foreign corporation and in good standing
in each jurisdiction in which the character of the property owned or leased or
the nature of the business transacted by it makes qualification necessary
(except where the failure to be so qualified would not have a material adverse
effect on the business, properties, operations, financial condition, results of
operations, or prospects of the Company and its subsidiaries, taken as a whole),
and has full corporate power and authority to own or lease its properties and to
conduct its business being conducted.
(ii) The authorized capital stock of the Company consists of 5,000,000
shares of Preferred Stock, $0.01 par value, of which no shares are outstanding,
and 10,000,000 shares of Common Stock, $0.10 par value per share, of which <XXX>
shares are outstanding. Proper corporate proceedings have been taken to validly
authorize such authorized capital stock.
(iii) The issuance by the Company of shares of Common Stock pursuant to
the Plan will not conflict with or result in a breach of, or a default under,
the Articles of Incorporation or By-laws of the Company.
In addition to the assumptions and the other qualifications stated
elsewhere herein, we make the following further qualifications with respect to
the opinions stated herein:
1. We have conducted no independent investigation as to the
factual matters stated herein. We have relied with respect to
those factual matters on the documents, statements, records,
certificates, and instruments submitted to and/or reviewed by
us to the effect that the facts, assumptions, and factual
statements set forth in this opinion are true, accurate, and
correct. With respect
<PAGE> 3
CITATION Computer Systems, Inc.
June 22, 1998
Page 3
to the number of issued and outstanding Shares of Common Stock
we have relied upon statements from the registrar and transfer
agent of the Company.
2. No opinion should be considered to be given except as
expressly stated herein. Our opinions are limited to the
specific issues addressed and are limited in all respects to
laws and facts existing on the date hereof. By rendering our
opinions, we do not undertake to advise you of any changes in
such laws or facts which may occur after the date hereof. An
opinion is not an assurance or a guaranty.
This opinion is furnished by us pursuant to the requirements of Item
601 of Regulation S-B promulgated under the Securities Act of 1933, as amended
(the "ACT"), and the requirements of Form S-8 as set forth in the Act and the
rules and regulations of the SEC pursuant to the Act and is solely for your
benefit and may not be relied upon by any other person or for any other purpose.
We consent to the filing of this opinion as an exhibit to the Form S-8.
Very truly yours,
/s/ Suelthaus & Walsh, P.C.
<PAGE> 1
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 7, 1997, which appears on page 27
of the Financial Information for the Year Ended March 31, 1997 insert to the
Annual Report to Shareholders dated June 9, 1997 of Citation Computer Systems,
Inc., which is incorporated by reference in Citation Computer Systems, Inc.'s
Annual Report on Form 10-KSB for the year ended March 31,1997. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedule, which appears in Exhibit 28(a) of such Annual Report on Form 10-KSB.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
June 22, 1998
