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As filed with the Securities and Exchange Commission on September 18, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INFONAUTICS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2707366
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
1994 Omnibus Stock Option Plan
1996 Equity Compensation Plan
Employment and Compensation Arrangements Pursuant to
Nonqualified Stock Option Agreements
(Full title of the plans)
MARVIN I. WEINBERGER
Chief Executive Officer
Infonautics, Inc.
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
(Name and address of agent for service)
610-971-8840
(Telephone number, including area code, of agent for service)
----------------------
COPY OF ALL COMMUNICATIONS TO:
DAVID R. KING
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amountof
to be registered registered per share offering price registration fee
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<S> <C> <C> <C> <C>
Class A Common 368,420 shares(3) $4.688 (1) $1,727,153 (1)
--------------------------------------------------------------------- $3,979
Stock, no par value 1,329,317 shares(3) $7.38 (2) $9,810,359 (2)
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</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee, based upon the average of the high and low sales
prices of shares of Common Stock of September 12, 1996 as reported on
the Nasdaq National Market estimated initial public offering price of
shares of Class A Common Stock.
(2) Calculated pursuant to paragraph (h)(1) of Rule 457, based on the actual
per share exercise prices of stock options awarded.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
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<PAGE>
This Registration Statement on Form S-8 (the "Registration Statement")
filed by Infonautics, Inc. (the "Company") relates to 1,697,737 shares (the
"Shares") of the Company's Class A Common Stock, no par value (the "Class A
Common Stock"). Of the Shares, 1,022,987 shares are issuable pursuant to the
1994 Omnibus Stock Option Plan and 500,000 shares are issuable pursuant to the
1996 Equity Compensation Plan (collectively, the "Plans"). In addition, 174,750
shares are issuable pursuant to the employment and compensation arrangements
under separate nonqualified stock option agreements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Infonautics, Inc. (the "Registrant")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Registrant's Registration Statement on Form S-1 filed
with the Commission on March 14, 1996, as amended (the "S-1");
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996; and
(c) The description of the Registrant's Common Stock , no par
value (the "Common Stock") set forth in the Registrant's Registration
Statement on Form 8-A, filed with the Commission on April 23, 1996, to
register such securities under the Securities Exchange Act of 1934.
All reports and other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered by this
registration statement have been sold or which registers all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing of such
documents. Each document incorporated by reference into this registration
statement shall be deemed to be a part of this registration statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this registration statement.
Any statement contained in a document 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 that is also 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 hereof.
EXPERTS. The Registrant's balance sheets as of December 31, 1995
and 1994 and the related statements of operations, shareholders' equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 1995, incorporated by reference in this registration statement,
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing. To the extent that Coopers & Lybrand L.L.P. audits
and reports on financial statements of the Registrant issued at future dates,
and consents to the use of their reports thereon, such financial statements
also will be incorporated by reference in this registration statement in
reference upon their report and said authority.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the PBCL provide that a business
corporation may indemnify directors and officers against liabilities they may
incur as such provided that the particular person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. In general, the
power to indemnify under these sections does not exist in the case of actions
against a director or officer by or in the right of the corporation if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. The corporation is required to indemnify directors and officers
against expenses they may incur in defending actions against them in such
capacities if they are successful on the merits or otherwise in the defense of
such actions.
Section 1713 of the PBCL permits the shareholders to adopt a
bylaw provision relieving a director (but not an officer) of personal liability
for monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute. Section 8.1 of the Bylaws
limits the liability of any director of the Registrant as permitted by Section
1713 of the PBCL.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness. Article VIII of the Bylaws
provides indemnification of directors, officers and other agents of the
Registrant to the extent otherwise permitted by Section 1741 of the PBCL and
pursuant to the authority of Section 1746 of the PBCL.
Article VIII of the Bylaws provides, except as expressly
prohibited by law, indemnification for each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in (as a witness or
otherwise) any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative and whether or not by
or in the right of the Registrant or otherwise, (hereinafter, a "proceeding") by
reason of the fact that he or she, or a person of whom he or she is the heir,
executor, or administrator, is or was a director or officer of the Registrant or
is or was serving at the request of the Registrant as a director, officer or
trustee of another Registrant or of a partnership, joint venture, trust or other
enterprise (including without limitation service with respect to employee
benefit plans), or where the basis of such proceeding is any alleged action or
failure to take any action by such person while acting in an official capacity
as a director or officer of the Registrant, or in any other capacity on behalf
of the Registrant while such person is or was serving as a director or officer
of the Registrant, against all expenses, liability and loss, including but not
limited to attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement (whether with or without court
approval), actually and reasonably incurred or paid by such person in connection
therewith. The Bylaws specifically authorize indemnification against both
judgments and amounts paid in settlement of derivative
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<PAGE>
suits, unlike Section 1742 of the PBCL which authorizes indemnification only of
expenses incurred in defending a derivative action.
Unlike the provisions of PBCL Sections 1741 and 1742, Article
VIII does not require the Registrant to determine the availability of
indemnification by the procedures or the standard of conduct specified in
Section 1741 and 1742 of the PBCL. A person who has incurred an indemnifiable
expense or liability has a right to be indemnified independent of any procedures
or determinations that would otherwise be required, and that right is
enforceable against the Registrant as long as indemnification is not prohibited
by law.
Section 8.5 of the Bylaws also authorizes that Registrant to
create a fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its indemnification
obligations, including its obligation to advance expenses, whether arising under
or pursuant to Article VIII or otherwise. The Registrant maintains directors
and officers insurance.
Each of the officers and directors is a party to an
indemnification agreement with the Registrant. Pursuant to these agreements,
the officers and directors are indemnified against liabilities and expenses
incurred as a result of litigation which may be brought alleging that they
violated their fiduciary duties to the Registrant, if the have met the
applicable standard of care. Such agreements generally parallel the
indemnification provisions permitted under the PBCL and set forth in the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit
Number Exhibit
- ------ -------
4.1 Amended and Restated 1994 Omnibus Stock Option Plan (incorporated
by reference to Exhibit 10.1 of the Registrant's Registration
Statement on Form S-1 (File No. 333-2428)).
4.2 1996 Equity Compensation Plan (incorporated by reference to
Exhibit 10.2 of the Registrant's Registration Statement on Form
S-1 (File No. 333-2428)).
4.3 Form of Nonqualified Stock Option Agreement (incorporated by
reference to Exhibit 10.3 of the Registrant's Registration
Statement on Form S-1 (File No. 333-2428)).
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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<PAGE>
ITEM 9. UNDERTAKINGS.
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 to the
Registration Statement) 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 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 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) 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.
(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.
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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 persons 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.
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania, on
this 17th day of September, 1996.
INFONAUTICS, INC.
By:/s/Marvin I. Weinberger
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Marvin I. Weinberger
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each
person whose signature appears below makes, constitutes and appoints Ronald A.
Berg 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 execute and cause to be filed with the Securities and
Exchange Commission any and all amendments and post-effective amendments to this
Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith and hereby ratifies and confirms all that said
attorney-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/MARVIN I. WEINBERGER Principal Executive Officer and
- ------------------------- Director September 17, 1996
Marvin I. Weinberger
/s/RONALD A. BERG Principal Financial and
- ------------------------- Accounting Officer September 17, 1996
Ronald A. Berg
/s/ISRAEL J. MELMAN Director September 17, 1996
- -------------------------
Israel J. Melman
/s/HOWARD L. MORGAN Director September 17, 1996
- -------------------------
Howard L. Morgan
/s/LLOYD N. MORRISETT Director September 17, 1996
- -------------------------
Lloyd N. Morrisett
/s/BARRY RUBENSTEIN Director September 17, 1996
- -------------------------
Barry Rubenstein
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
4.1 Amended and Restated 1994 Omnibus Stock Option Plan
(incorporated by reference to Exhibit 10.1 of the
Registrant's Registration Statement on Form S-1 (File No.
333-2428)).
4.2 1996 Equity Compensation Plan (incorporated by reference to
Exhibit 10.2 of the Registrant's Registration Statement on
Form S-1 (File No. 333-2428)).
4.3 Form of Nonqualified Stock Option Agreement (incorporated by
reference to Exhibit 10.3 of the Registrant's Registration
Statement on Form S-1 (File No. 333-2428)).
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
<PAGE>
Exhibit 5.1
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
September 18, 1996
Infonautics, Inc.
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
Re: Infonautics, Inc. - Form S-8 Registration Statement Relating to 1994
Omnibus Stock Option Plan, 1996 Equity Compensation Plan and
Employment and Compensation Arrangements Pursuant to
Nonqualified Stock Option Agreements
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Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
registration statement (the "Registration Statement") for filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder.
The Registration Statement relates to 1,697,737 shares of Class A Common Stock,
no par value (the "Class A Common Stock"), of Infonautics, Inc. (the
"Registrant") which may be issued pursuant to the 1994 Omnibus Stock Option
Plan, the 1996 Equity Compensation Plan and certain employment and compensation
arrangements under individual nonqualified stock option agreements of the
Registrant (collectively, the "Benefit Arrangements"). We have examined the
Registrant's Articles of Incorporation , as amended, By-Laws, as amended,
minutes and such other documents, and have made such inquiries of the
Registrant's officers, as we have deemed appropriate. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all items
submitted to us as originals, and the conformity with originals of all items
submitted to us as copies.
Based upon the foregoing, it is our opinion that the Registrant's Class A Common
Stock originally issued by the Registrant to eligible participants through the
Benefit Arrangements, when issued and delivered as contemplated by the Benefit
Arrangements, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23.1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 18, 1996, on our audits of the financial
statements of Infonautics, Inc. as of December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994 and 1993 appearing in the Infonautics, Inc.
Registration Statement on Form S-1 (File No. 333-2428) filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933. We also consent
to the reference to our firm under the caption "Experts" under Item
3 - Incorporation of Documents by Reference.
Coopers & Lybrand L.L.P.
Philadelphia, PA
September 18, 1996
