[DESCRIPTION] MICROS-TO-MAINFRAMES,INC FORM S-8
As filed with the Securities and Exchange Commission on February __, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
MICROS-TO-MAINFRAMES, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 13-3354896
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
614 Corporate Way, Valley Cottage, New York 10989
(Address of principal executive offices) (Zip Code)
1996 Stock Option Plan
1998 Stock Option Plan
(Full Titles of the Plans)
Steven H. Rothman
Micros-to-Mainframes, Inc.
614 Corporate Way
Valley Cottage, New York 10989
(914) 268-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
A copy of all communications, including communications sent to the agent for
service should be sent to:
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, N.Y. 10158-0125
(212) 687-3860
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
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Stock Options 350,000(1) $ - $ - (2)
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Common Stock (par 223,700(3) (4) $3.1527 (5) $ 703,052 $195.45
value $0.001 per share) 126,300(6) $5.4375 (9) $ 686,756 $190.92
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Stock Options 250,000(7) $ - $ - (2)
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Common Stock, par value 250,000(4) (8) $5.4375 (9) $1,359,375 $377.91
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Total................$764.28
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</TABLE>
(1) Represents options granted or to be granted pursuant to the 1996
Stock Option Plan (the "1996 Plan") of Micros-to-Mainframes, Inc.
(the "Registrant"). Each option entitles the holder thereof to
purchase one share of Common Stock, $.001 par value (the "Common
Stock"), of the Registrant.
(2) No registration fee is required pursuant to Rule 457(h)(2).
(3) Shares issuable upon exercise of options previously granted pursuant to
the 1996 Plan.
(4) Pursuant to Rule 416, includes an indeterminable number of shares of
Common Stock which may become issuable pursuant to the anti-dilution
provisions of the 1996 Plan or the Registrant's 1998 Stock Option
Plan (the "1998 Plan") and the options granted or to be granted.
(5) Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(h)(1) based upon the
average exercise price.
(6) Shares issuable upon exercise of options available for grant
under the 1996 Plan.
(7) Represents options to be granted pursuant to the 1998 Plan.
Each option entitles the holder thereof to purchase one share
of Common Stock of the Registrant.
(8) Shares issuable upon exercise of options available for grant
under the 1998 Plan.
(9) Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(h)(1) based upon the
average high and low sales prices of the Registrant's Common
Stock on the Nasdaq National Market on February 11, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Micros-to-Mainframes, Inc., a New
York corporation (the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement.
(9) The Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998.
(10) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1998, September 30, 1998 and
December 31, 1998.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is incorporated or 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 registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
SBK Investment Partners, a partnership consisting of members
of Snow Becker Krauss P.C., counsel to the Company, holds a
currently exercisable option to purchase 20,000 shares of Common
Stock at $2.25 per share. Snow Becker Krauss P.C. is rendering an
opinion upon the validity of the securities being registered
hereby.
Item 6. Indemnification of Directors and Officers.
Under Section 722 of the New York Business Corporation Law ("NYBCL"),
directors and officers may be indemnified against judgments, fines and
amounts paid in settlement and reasonable expenses (including
attorneys' fees), actually and necessarily incurred as a result of
specified actions or proceedings (including appeals), whether civil
or criminal (other than an action by or in the right of the
corporation--a "derivative action") if they acted in good faith and for a
purpose which they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to amounts paid in
settlement and reasonable expenses (including attorneys' fees) actually and
necessarily incurred by them in connection with the defense or settlement
of such an action (including appeals), except in respect of a
(1) threatened action, or pending action which is settled or otherwise
disposed of and (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only
to the extent a court of competent jurisdiction deems proper.
The Company maintains insurance, at its expense, to reimburse itself and
directors and officers of the Company and of its direct and indirect
subsidiaries against any expense, liability or loss arising out of
indemnification claims against directors and officers and to the
extent otherwise permitted under the NYBCL.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING
PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR
OTHERWISE, THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF
THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION
IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS,
THEREFORE, UNENFORCEABLE.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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4.1 Micros-to-Mainframes, Inc. 1996 Stock Option Plan.*
4.2 Micros-to-Mainframes, Inc. 1998 Stock Option Plan.*
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1
hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
_____________________
*Incorporated by reference to the Registrant's Form 10-Q filed with the
Securities and Exchange Commission for the quarterly period ended
September 30, 1998.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;
(ii) 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, represents a fundamental change in the information
set forth in the Registration Statement;
(iii) 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 or Form S-8 and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) 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; and
(3) 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 Section 15 (d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to any arrangement, provision or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Valley
Cottage, State of New York, on this 12th day of February, 1999.
MICROS-TO-MAINFRAMES, INC.
By:/s/ Steven H. Rothman
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Steven H. Rothman, Chief Executive Officer
and President
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven H. Rothman as
his true and lawful attorney-in-fact and agents, 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) and supplements to this Registration
Statement, and to file the same with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them or their 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 indicated, on February 12th, 1998
/s/ Steven H Rothman /s/ Alvin E Nashman
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Steven H. Rothman, Chief Alvin E. Nashman, Director
Executive Officer and President
/s/ Howatd Pavony /s/ William Lerner
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Howard Pavony, President, Principal William Lerner, Director
Executive Officer and Director
/s/Frank Wong /s/ Arnold J. Wasserman
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Frank Wong, Vice President - Arnold J. Wasserman, Director
Finance (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Micros-to-Mainframes, Inc. 1996 Stock Option Plan.*
4.2 Micros-to-Mainframes, Inc. 1998 Stock Option Plan.*
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
_____________________
*Incorporated by reference to the Registrant's Form 10-Q filed with the
Securities and Exchange Commission for the quarterly period ended
September 30, 1998.
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EXHIBIT 5.1
OPINION OF SNOW BECKER KRAUSS P.C.
February 12, 1999
Micros-to-Mainframes, Inc.
614 Corporate Way
Valley Cottage, New York 10989
Re: Registration Statement on Form S-8 Relating to
600,000 Shares of Common Stock, Par Value $. 001
Per Share, of Micros-to-Mainframes, Inc. Issuable
Under the 1996 Stock Option Plan and the 1998 Stock
Option Plan
Gentlemen:
We are counsel to Micros-to-Mainframes, Inc., a New York
corporation (the "Company"), in connection with the filing by the
Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of a
registration statement on Form S-8 (the "Registration Statement")
relating to 600,000 shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock"), issuable
upon the exercise of options granted, as well as stock options to
be granted, pursuant to the Company's 1996 Stock Option Plan (the
"1996 Plan") and 1998 Stock Option Plan (the "1998 Plan" and,
together with the 1996 Stock Option Plan, the "Plans").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
the Certificate of Incorporation and By-Laws of the Company, as
each is currently in effect, the Registration Statement, the Plans,
resolutions of the Board of Directors of the Company relating to
the adoption of the Plans and the proposed registration and
issuance of the Shares and such other corporate documents and
records and other certificates, and we have made such
investigations of law as we have deemed necessary or appropriate in
order to render the opinions hereinafter set forth.
In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the
opinions expressed herein which were not independently established
or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the
opinion that the Shares to be issued upon exercise of any options
duly granted pursuant to the terms of the Plans have been duly and
validly authorized and, when the Shares have been paid for in
accordance with the terms of the Plans and certificates therefore
have been duly executed and delivered, such Shares will be duly and
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference in the
Registration Statement to this firm under the heading "Interests of
Named Experts and Counsel." In giving this consent, we do not
hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act, or the
rules and regulations of the Securities and Exchange Commission
thereunder.
SBK Investment Partners, a partnership consisting of
members of this firm, holds a currently exercisable option to
purchase 20,000 shares of Common Stock at $2.25 per share.
Very truly yours,
/s/ Snow Becker Krauss P.C.
SNOW BECKER KRAUSS P.C.
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<PAGE>
EXNIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement of
our report dated May 29, 1998, included in Micros-to-Mainframes,
Inc.'s Form 10-K for the year ended March 31, 1998, and to all
references to our Firm included in this Registration Statement.
ERNST & YOUNG LLP
Stamford, Connecticut
February 11, 1999
