<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
BROCK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1588291
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2859 Paces Ferry Road, #1000
Atlanta, Georgia 30339
(770) 431-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
R. DOUGLAS MACINTYRE
President
Brock International, Inc.
2859 Paces Ferry Road, #1000
Atlanta, Georgia 30339
(770) 431-1200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------
Copies of Communications to:
G. WILLIAM SPEER Esq.
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 of 1933, please check the
following box and list the Securities Act of 1933 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 of 1933, check the following box and list the
Securities Act of 1933 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
<TABLE>
<CAPTION>
===============================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
===============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, no par value 67,989 shares $4 15/16 $335,695.69 $99
===============================================================================================================================
</TABLE>
(1)Pursuant to Rule 457(c), the proposed offering price and registration fee are
based upon the average of the high and low prices of the Common Stock on
February 10, 1998 as reported by the Nasdaq National Market System.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
P R O S P E C T U S
67,989 SHARES
BROCK INTERNATIONAL, INC.
COMMON STOCK
--------------------
This Prospectus relates to 67,989 shares (the "Shares") of common stock,
no par value ("Common Stock"), of Brock International, Inc. (the "Company"). The
Shares may be offered by Carpe Fund, L.P., a Georgia limited partnership and
shareholder of the Company (the "Selling Shareholder"), from time to time in
transactions in the open market, in negotiated transactions or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholder may effect such
transactions by selling the Shares to or through brokerdealers, and such
brokerdealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholder and/or the purchasers of the Shares for
whom such brokerdealers may act as agents or to whom they sell as principals, or
both (which compensation as to a particular brokerdealer might be in excess of
customary commissions). See "Sale of Shares."
The Selling Shareholder acquired the Shares from the Company on January 2,
1998 in connection with the Company's acquisition of NetGain Corporation, a
Georgia corporation ("NetGain"). See "Recent Development." The Selling
Shareholder may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
See "Selling Shareholder" and "Sale of the Shares."
None of the proceeds from the sale of the Shares by the Selling
Shareholder will be received by the Company. The Company has agreed to bear all
expenses (other than selling commissions) in connection with the registration
and sale of the Shares being offered by the Selling Shareholder and to indemnify
the Selling Shareholder against certain liabilities, including liabilities under
the Securities Act.
The Common Stock is listed on the Nasdaq National Market System. On
February 11, 1998, the last reported sale price of the Common Stock of the
Company reported on the Nasdaq National Market System was $4 7/8 per share.
--------------------
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 February 13, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the Shares to be
sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
CERTAIN DOCUMENTS PREVIOUSLY FILED BY THE COMPANY WITH THE COMMISSION
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS. SEE "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE." COPIES OF ANY DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS THEY ARE SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO
WHOM A PROSPECTUS IS DELIVERED UPON REQUEST TO THE SECRETARY, BROCK
INTERNATIONAL, INC., 2859 PACES FERRY ROAD, #1000, ATLANTA, GEORGIA 30339
(TELEPHONE: (770) 431-1200).
The Company is subject to the informational and reporting requirements of
the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 and at certain regional offices of the Commission
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. The Company
is an electronic filer with the Commission, and the Commission maintains an
Internet Web site (http://www.sec.gov) that contains reports, proxy and other
information about the Company.
-2-
<PAGE> 4
THE COMPANY
The Company designs, develops, markets and supports TakeControl(TM) 98 and
the Brock Activity Manager(TM) ("BAM") produCT lines. TakeControl '98 is a
windows based integrated client/server sales and marketing solution that
supports sales and marketing automation needs in multiple industries. The BAM
product line is a traditional UNIX character base sales, marketing and customer
service solution. Both product lines assist companies to optimize their revenues
and relationships. From the Company's inception, the Brock system was designed
to take advantage of the open systems concept to run on multiple hardware
platforms and operating systems. The Company has further developed its systems
to support various relational database management systems, networks,
communication devices and architectures - including client/server, shared
multi-user and standalone. The Company refers to this open systems strategy and
the inherent technical flexibility of the Company's system as "environmental
independence." The system's ToolShop(TM) is licensed with the software
applications and facilitates rapid customization and installation. The Company's
software products operate on a wide range of hardware platforms, including
Hewlett-Packard Corporation, IBM, Sun Microsystems, Data General and others, and
personal computers operating on LANs.
The Company was launched in October 1984 as Brock Control Systems. Founded
by Richard T. Brock, the Company was a pioneer in the sales automation market
and an early developer of enterprise customer management systems. The Company
went public at the end of March 1993. In February 1996 the Company changed its
name to Brock International, Inc., to reflect its growing worldwide market
reach. Since its inception, the Company has licensed thousands of users in
hundred of enterprises throughout the Americas, Europe and the Pacific Rim.
The Company's principal executive offices are located at 2859 Paces Ferry
Road, #1000, Atlanta, Georgia 30339. Its telephone number is (770) 431-1200.
RECENT DEVELOPMENT
On December 31, 1997, Brock Acquisition, Inc., a Georgia corporation and
wholly-owned subsidiary of the Company ("Acquisition"), acquired legal title to
the net assets of NetGain through a merger (the "Merger") of NetGain with and
into Acquisition pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated December 31, 1997, among NetGain, Acquisition and the
Company.
Pursuant to the Merger, the Company issued the Shares to the Selling
Shareholder in full payment and satisfaction of two Promissory Notes in
principal amounts totaling $300,000 issued by NetGain to the Selling
Shareholder. Under the terms of a certain letter Agreement, dated July 9, 1997
(the "Letter Agreement") between the Selling Shareholder and the Company, the
Company agreed to register the Shares for resale by the Selling Shareholder
under the Securities Act. The Registration Statement of which this Prospectus is
a part was filed with the Commission pursuant to the registration provisions of
the Letter Agreement.
SELLING SHAREHOLDER
Prior to the offering, the Selling Shareholder did not beneficially own
any shares of Common Stock of the Company outstanding on the date of this
Prospectus. Upon the sale by the Selling Shareholder of all of the Shares and
completion of the offering, assuming all of the Shares being offered hereby are
sold and that no other changes in the Selling Shareholder's beneficial ownership
occur prior to completion of this offering, the Selling Shareholder will not
beneficially own any shares of Common Stock of the Company.
-3-
<PAGE> 5
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholder may be effected from
time to time in transactions in the open market, in negotiated transactions or
through a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholder
may effect such transactions by selling the Shares to or through brokerdealers,
and such brokerdealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholder and/or the purchasers of
the Shares for which such brokerdealers may act as agents or to whom they sell
as principals, or both (which compensation as to a particular brokerdealer may
be in excess of customary compensation).
The Selling Shareholder and any brokerdealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally issued, fully
paid and nonassessable has been rendered by Powell, Goldstein, Frazer & Murphy
LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Brock International, Inc. for the year ended
December 31, 1996 have been so incorporated in reliance on the report of Price
Waterhouse, LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by this
reference:
(1) The Company's Annual Report on Form 10K for the year ended
December 31, 1996 (Commission File No. 0-21202);
(2) The Company's Quarterly Report on Form 10Q for the period
ended March 31, 1997 (Commission File No. 0-21202);
(3) The Company's Quarterly Report on Form 10Q for the period
ended June 30, 1997 (Commission File No. 0-21202);
(4) The Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997 (Commission File No. 0-21202);
(5) The Company's Current Report on Form 8-K filed with the
Commission on January 13, 1998 (Commission File No. 0-21202);
-4-
<PAGE> 6
(6) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12 of the
Exchange Act on Form 8A, as amended (Commission File No. 0-0-21202).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded. All information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in this paragraph.
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<PAGE> 7
-----------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
-----------------------------------------
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<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fee to the Securities
and Exchange Commission............................ $ 99
Nasdaq Additional Listing fee........................ $ 2,000
Accounting fees and expenses......................... $ 1,000
Legal fees and expenses.............................. $ 3,000
Miscellaneous expenses............................... $ 0
--------
Total..................................... $ 6,099
</TABLE>
The foregoing items, except for the Commission registration fee and the
Nasdaq additional listing fee, are estimated. The Registrant has agreed to bear
all expenses (other than selling commissions) in connection with the
registration and sale of the Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-850 et seq. of the Georgia Business Corporation Code and
Article 6 of the Registrant's Amended and Restated Bylaws set forth the extent
to which the Registrant's directors and officers may be indemnified by the
Registrant against liability that they may incur while serving in such capacity.
These provisions generally provide that the directors and officers of the
Registrant will be indemnified by the Registrant against any losses incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of the fact that he is or was a
director or officer of the Registrant or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Registrant if such director or officer acted in a manner he reasonably believed
to be in or not opposed to the best interest of the Registrant, and with respect
to any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Under these provisions, the Registrant may provide advances for
expenses incurred in defending any such action, suit or proceeding, upon receipt
of an undertaking by or on behalf of such officer or director to repay such
advances unless it is ultimately determined that he is entitled to
indemnification by the Registrant.
The Registrant maintains an insurance policy insuring the Registrant
and its directors and officers against certain liabilities, including
liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Company.
(1)
3.2 Amended and Restated Bylaws of the Company. (1)
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Articles of Incorporation and Amended and Restated
Bylaws of the Company defining rights of holders of Common Stock
of the Company.
</TABLE>
II-1
<PAGE> 9
<TABLE>
<S> <C>
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP as to the
legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP (see page immediately preceding
signature page to this Registration Statement).
23.2 Consent of Powell, Goldstein, Frazer & Murphy LLP is contained in
its opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration
Statement).
99 Agreement and Plan of Merger dated December 31, 1997 among Brock
International, Inc., NetGain Corporation and Brock Acquisition,
Inc. (2).
</TABLE>
- -------------------------------
(1) Incorporated herein by reference to exhibit of the same number in the
Company's Registration Statement on Form S-1 (Registration No. 33-57984).
(2) Incorporated herein by reference to Exhibit 2 of the Registrant's Current
Report on Form 8-K filed with the Commission on January 13, 1998 (File
No. 0-21202).
ITEM 17. UNDERTAKINGS.
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction to the questions whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE> 10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 3, 1997, except as to Note 13, which is as of March 21, 1997
appearing on page 18 of the Brock International Inc. Annual Report on Form 10-K
for the year ended December 31, 1996. We also consent to the reference to us
under the heading "Experts".
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Atlanta, Georgia
February 13, 1998
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on February 3, 1998.
BROCK INTERNATIONAL, INC.
By: /s/ R. Douglas MacIntyre
----------------------------------
R. Douglas MacIntyre
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints R. DOUGLAS MACINTYRE, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard T. Brock Chairman of the Board February 3, 1998
- ------------------------------------------
Richard T. Brock
/s/ R. Douglas MacIntyre President, Chief Executive Officer February 3, 1998
- ------------------------------------------ and Director
R. Douglas MacIntyre
/s/ Judith A. Vitale Director of Finance and Administration February 3, 1998
- ------------------------------------------ (principal accounting officer and
Judith A. Vitale principal financial officer)
/s/ John F. Keane Director February 3, 1998
- ------------------------------------------
John F. Keane
/s/ Said Mohammadioun Director February 3, 1998
- ------------------------------------------
Said Mohammadioun
/s/ James R. Porter Director February 3, 1998
- ------------------------------------------
James R. Porter
</TABLE>
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Company.
(1)
3.2 Amended and Restated Bylaws of the Company. (1)
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Articles of Incorporation and Amended and Restated
Bylaws of the Company defining rights of holders of Common Stock
of the Company.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP as to the
legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP (see page immediately preceding
signature page to this Registration Statement).
23.2 Consent of Powell, Goldstein, Frazer & Murphy LLP is contained in
its opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration
Statement).
99 Agreement and Plan of Merger dated December 31, 1997 among Brock
International, Inc., NetGain Corporation and Brock Acquisition,
Inc. (2).
</TABLE>
- -------------------------------
(1) Incorporated herein by reference to exhibit of the same number in the
Company's Registration Statement on Form S-1 (Registration No. 33-57984).
(2) Incorporated herein by reference to Exhibit 2 of the Registrant's Current
Report on Form 8-K filed with the Commission on January 13, 1998 (File
No. 0-21202).
<PAGE> 1
EXHIBIT 5
[Powell, Goldstein, Frazer & Murphy LLP Letterhead]
February 13, 1998
Brock International, Inc.
2859 Paces Ferry Road, #1000
Atlanta, Georgia 30339
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as counsel for Brock International, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-3 (the "Registration Statement"), of an aggregate of 67,989 shares (the
"Shares") of common stock, no par value, of the Company to be sold by the
selling shareholder named in the Registration Statement.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization for issuance of the Shares as we have deemed
necessary or advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all certified, conformed or photostatic copies. As to
questions of fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of appropriate state,
local and federal officials.
We express no opinion as to matters under or involving laws other than
the laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares are validly issued, fully paid and non-assessable.
<PAGE> 2
Brock International, Inc.
February 13, 1998
Page 2
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
