<PAGE>
As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------
INFONAUTICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</TABLE>
Amended and Restated
1996 Equity Compensation Plan
(Full title of the plans)
DAVID VAN RIPER MORRIS
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, ESQUIRE
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share offering price
<S> <C> <C> <C> <C>
Class A Common 1,000,000 shares(2) $7.83(1) $7,828,000 (1) $2,067
Stock, no par value
=========================== ========================= ========================= ============================ ====================
</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 on February 7, 2000 as reported on the
Nasdaq Small Cap Market.
(2) 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.
- --------------------------------------------------------------------------------
This registration statement on Form S-8 (the "Registration Statement")
relates to the registration of an additional 1,000,000 shares (the "Shares") of
Class A Common Stock, no par value. The Shares are securities of the same class
and relating to the same employee benefit plan, the 1996 Equity Compensation
Plan, as amended, as those
<PAGE>
shares registered in the Registrant's registration statements on Form S-8,
previously filed with the Securities and Exchange Commission on August 11, 1998,
October 9, 1997 and September 18, 1996. The earlier registration statements on
Form S-8, Registration Nos. 333-61181, 333-37545 and 333-12279, are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
NUMBER EXHIBIT
<S> <C>
4.1 1996 Equity Compensation Plan, as amended and restated as of
August 18, 1999.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
</TABLE>
<PAGE>
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 14th day of February, 2000.
INFONAUTICS, INC.
By: /s/ DAVID VAN RIPER MORRIS
----------------------------
David Van Riper Morris
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 Gerard J.
Lewis, Jr. 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
<S> <C> <C>
/s/DAVID VAN RIPER MORRIS Principal Executive Officer and February 14, 2000
- ---------------------------- Director
David Van Riper Morris
/s/ FEDERICA F. O'BRIEN Principal Financial and February 14, 2000
- ---------------------------- Accounting Officer
Federica F. O'Brien
/s/ ISRAEL J. MELMAN Director February 14, 2000
- ----------------------------
Israel J. Melman
/s/ HOWARD L. MORGAN Director February 14, 2000
- ----------------------------
Howard L. Morgan
Director February 14, 2000
- ----------------------------
Lloyd N. Morrisett
Director February 14, 2000
- ----------------------------
Brian Segal
/s/ LESTER WUNDERMAN Director February 14, 2000
- ----------------------------
Lester Wunderman
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
NO. DESCRIPTION
<S> <C>
4.1 1996 Equity Compensation Plan, as amended and restated as of
August 18, 1999.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
</TABLE>
<PAGE>
Exhibit 4.1
INFONAUTICS, INC.
AMENDED AND RESTATED
1996 EQUITY COMPENSATION PLAN
AMENDED AND RESTATED AS OF AUGUST 18, 1999
The purpose of the Infonautics, Inc. Amended and Restated 1996 Equity
Compensation Plan (the "Plan") is to provide (i) designated officers (including
officers who are also directors) and other employees of Infonautics, Inc. (the
"Company") and its subsidiaries, (ii) non-employee members of the board of
directors of the Company (the "Board"), and (iii) independent contractors and
consultants who perform valuable services for the Company or its subsidiaries,
with the opportunity to receive grants of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock and performance
units. The Company believes that the Plan will cause the participants to
contribute materially to the growth of the Company, thereby benefitting the
Company's shareholders, and will align the economic interests of the
participants with those of the shareholders.
1. ADMINISTRATION
The Plan shall be administered and interpreted by a committee (the
"Committee"), which shall consist of two or more persons appointed by the Board,
all of whom shall be "non-employee directors" as defined under Rule 16b-3 under
the Securities Exchange Act of 1934 (the "Exchange Act") and "outside directors"
as defined under section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code") and related Treasury regulations.
The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the
type, size and terms of the grants to be made to each such individual, (iii)
determine the time when the grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for vesting
and the acceleration of vesting and (iv) deal with any other matters arising
under the Plan.
The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and for
the conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interests in the Plan or in any
awards granted hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Company and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.
2. GRANTS
Incentives under the Plan shall consist of grants of incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock
and performance units (hereinafter collectively referred to as "Grants"). All
Grants shall be subject to the terms and conditions set forth herein and to
those other terms and conditions consistent with this Plan as the Committee
deems appropriate and as are specified in writing by the Committee to the
individual (the "Grant Instrument"). The Committee shall approve the form and
provisions of each Grant Instrument. Grants under a particular section of the
Plan need not be uniform as among the grantees.
<PAGE>
3. SHARES SUBJECT TO THE PLAN
(a) Subject to the adjustment specified below, the aggregate number of
shares of Class A Common Stock of the Company (the "Company Stock") that may be
issued or transferred under the Plan is 2,500,000 shares. Notwithstanding
anything in the Plan to the contrary, the maximum aggregate number of shares of
Company Stock that shall be subject to Grants made under the Plan to any one
individual during any calendar year shall be 250,000 shares. The shares may be
authorized but unissued shares of Company Stock or reacquired shares of Company
Stock, including shares purchased by the Company on the open market for purposes
of the Plan. If and to the extent options granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been
exercised or if any shares of restricted stock are forfeited, the shares subject
to such Grants shall again be available for purposes of the Plan.
(b) If there is any change in the number or kind of shares of Company
Stock outstanding by reason of a stock dividend, a recapitalization, stock
split, or combination or exchange of shares, or merger, reorganization or
consolidation in which the Company is the surviving corporation,
reclassification or change in par value or by reason of any other extraordinary
or unusual events affecting the outstanding Company Stock as a class without the
Company's receipt of consideration, or if the value of outstanding shares of
Company Stock is substantially reduced due to the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
may be subject to Grants to any one individual under the Plan in any calendar
year, the number of shares covered by outstanding Grants, and the price per
share or the applicable market value of such Grants shall be proportionately
adjusted by the Committee to reflect any increase or decrease in the number or
kind of issued shares of Company Stock to preclude the enlargement or dilution
of rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. For purposes of this
Section 3(b), "shares of Company Stock" and "shares" include referenced shares
with respect to SARs or, to the extent applicable, performance units. The
adjustments determined by the Committee shall be final, binding and conclusive.
Notwithstanding the foregoing, no adjustment shall be authorized or made
pursuant to this Section to the extent that such authority or adjustment would
cause any incentive stock option to fail to comply with section 422 of the Code.
4. ELIGIBILITY FOR PARTICIPATION
All employees of the Company and its subsidiaries ("Employees"),
including Employees who are officers or members of the Board, shall be eligible
to participate in the Plan. All members of the Board who are not employees of
the Company or any of its subsidiaries ("Non-Employee Directors") shall be
eligible only to receive nonqualified stock options pursuant to Section 6. Any
independent contractors or consultants who perform valuable services to the
Company or any of its subsidiaries ("Consultants") shall be eligible to
participate in the Plan, but shall not be eligible to receive incentive stock
options. The Committee shall select the Employees and Consultants to receive
Grants and determine the number of shares of Company Stock subject to a
particular Grant in such manner as the Committee determines. (Employees and
Consultants who receive Grants under this Plan shall hereinafter be referred to
as "Grantees".)
Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to make Grants under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to employees thereof who become Employees, or for other proper corporate
purpose, or (ii) limit the right of the Company to grant stock options or make
other awards outside of this Plan.
5. GRANTING OF OPTIONS
(a) NUMBER OF SHARES. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Grant of stock options.
<PAGE>
(b) TYPE OF OPTION AND PRICE. The Committee may grant options intended
to qualify as "incentive stock options" within the meaning of section 422 of the
Code ("Incentive Stock Options") or options which are not intended to so qualify
("Nonqualified Stock Options") or any combination of Incentive Stock Options and
Nonqualified Stock Options (hereinafter collectively the "Stock Options"), all
in accordance with the terms and conditions set forth herein; provided, however,
that Consultants shall not be eligible to receive Incentive Stock Options.
The purchase price of Company Stock subject to a Stock Option shall be
determined by the Committee and may be equal to, greater than, or less than the
Fair Market Value (as defined below) of a share of such Company Stock on the
date such Stock Option is granted; provided, however, that the purchase price of
Company Stock subject to an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of such Stock on the date such Stock
Option is granted.
If the Company Stock is traded in a public market, then the "Fair
Market Value" per share shall be, if the principal trading market for the
Company Stock is a national securities exchange or the National Market segment
of the NASDAQ Stock Market, the last reported sale price thereof on the relevant
date or (if there were no trades on that date) the latest preceding date upon
which a sale was reported, or, if the Company Stock is not principally traded on
such exchange or market, the mean between the last reported "bid" and "asked"
prices thereof on the relevant date, as reported on NASDAQ or, if not so
reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable and as the
Committee determines. If the Company Stock is not traded in a public market or
subject to reported transactions or "bid" or "ask" quotations as set forth
above, the "Fair Market Value" per share shall be as determined by the
Committee.
(c) OPTION TERM. The Committee shall determine the term of each Stock
Option. The term of any Stock Option shall not exceed ten years from the date of
grant.
(d) EXERCISABILITY OF OPTIONS. Stock Options shall become exercisable
in accordance with the terms and conditions determined by the Committee, in its
sole discretion, and specified in the Grant Instrument. The Committee, in its
sole discretion, may accelerate the exercisability of any or all outstanding
Stock Options at any time for any reason. In addition, all outstanding Stock
Options automatically shall become fully and immediately exercisable upon a
Change of Control (as defined herein) in accordance with the provisions of
Section 11, unless the Committee determines otherwise.
(e) MANNER OF EXERCISE. A Grantee may exercise a Stock Option which has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Committee with accompanying payment of the option price in accordance with
Subsection (g) below. Such notice may instruct the Company to deliver shares of
Company Stock due upon the exercise of the Stock Option to any registered broker
or dealer designated by the Committee ("Designated Broker") in lieu of delivery
to the Grantee. Such instructions must designate the account into which the
shares are to be deposited. The Grantee may tender a notice of exercise, which
has been properly executed by the Grantee and the aforementioned delivery
instructions to any Designated Broker.
(f) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.
(i) In the event that a Grantee ceases to be an Employee or a
Consultant, as the case may be, of the Company for any reason other than a
"disability", death, or "termination for cause", any Stock Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within 90
days of the date on which the Grantee ceases to be an Employee or Consultant of
the Company (or within such other period of time as may be specified in the
Grant Instrument), but in any event no later than the date of expiration of the
option term. Any of the Grantee's Stock Options which are not otherwise
exercisable as of the date on which the Grantee ceases to be an Employee or
Consultant of the Company shall terminate as of such date.
(ii) In the event the Grantee ceases to be an Employee or
Consultant of the Company on account of a "termination for cause" by the
Company, any Stock Option held by the Grantee shall
<PAGE>
terminate as of the date the Grantee ceases to be an Employee or Consultant of
the Company.
(iii) In the event the Grantee ceases to be an Employee or
Consultant of the Company because the Grantee is "disabled", any Stock Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within one year of the date on which the Grantee ceases to be an Employee or
Consultant of the Company (or within such other period of time as may be
specified in the Grant Instrument), but in any event no later than the date of
expiration of the option term. Any of the Grantee's Stock Options which are not
otherwise exercisable as of the date on which the Grantee ceases to be an
Employee or Consultant shall terminate as of such date.
(iv) In the event of the death of the Grantee while the
Grantee is an Employee or Consultant of the Company or within not more than 90
days of the date on which the Grantee ceases to be an Employee or Consultant of
the Company on account of a termination of employment specified in Section
5(f)(i) of the Plan (or within such other period of time as may be specified in
the Grant Instrument), any Stock Option which is otherwise exercisable by the
Grantee shall terminate unless exercised within one year of the date on which
the Grantee ceases to be an employee of the Company (or within such other period
of time as may be specified in the Grant Instrument), but in any event no later
than the date of expiration of the option term. Any of the Grantee's Stock
Options which are not otherwise exercisable as of the date on which the Grantee
ceases to be an Employee or Consultant shall terminate as of such date.
(v) For purposes of this Section 5(f), the term "Company"
shall include the Company's subsidiaries and the following terms shall be
defined as follows: (A) "disability" shall mean a Grantee's becoming disabled
within the meaning of section 22(e)(3) of the Code and (B) "termination for
cause" shall mean, except to the extent otherwise provided in a Grantee's Grant
Instrument, a finding by the Committee, after full consideration of the facts
presented on behalf of both the Company and the Grantee, that the Grantee has
breached his or her employment or service contract with the Company, or has been
engaged in disloyalty to the Company, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the course
of his or her employment or service, or has disclosed trade secrets or
confidential information of the Company. In such event, in addition to the
immediate termination of the Stock Option, the Grantee shall automatically
forfeit all option shares for any exercised portion of a Stock Option for which
the Company has not yet delivered the share certificates upon refund by the
Company of the option price.
(g) SATISFACTION OF OPTION PRICE. The Grantee shall pay the option
price specified in the Grant Instrument in (i) cash, (ii) with the approval of
the Committee, by delivering shares of Company Stock owned by the Grantee
(including Company Stock acquired in connection with the exercise of a Stock
Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the option price or
(iii) through any combination of (i) and (ii). The Grantee shall pay the option
price and the amount of withholding tax due, if any, at the time of exercise.
Shares of Company Stock shall not be issued or transferred upon exercise of a
Stock Option until the option price is fully paid and any required withholding
is made.
(h) ELECTION TO WITHHOLD SHARES. Grantees may make an election to
satisfy the Company income tax withholding obligation with respect to a Stock
Option by having shares withheld up to an amount that does not exceed the
Grantee's minimum withholding tax rate for federal (including FICA), state and
local tax liabilities. Such election must be in the form and manner prescribed
by the Committee.
(i) LIMITS ON INCENTIVE STOCK OPTIONS. Each Incentive Stock Option
shall provide that, to the extent that the aggregate Fair Market Value of the
Company Stock on the date of the grant with respect to which Incentive Stock
Options are exercisable for the first time by a Grantee during any calendar year
under the Plan or any other stock option plan of the Company exceeds $100,000,
then such option as to the excess shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any participant who is
not an Employee of the Company or any "subsidiary" within the meaning of section
424(f) of the Code. An Incentive Stock Option shall not be granted to any
Employee
<PAGE>
who, at the time of grant, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or any
"parent" or "subsidiary" of the Company within the meaning of section 424(e) and
(f) of the Code, unless the option price per share is not less than 110% of the
Fair Market Value of Company Stock on the date of grant and the option exercise
period is not more than five years from the date of grant.
6. FORMULA OPTION GRANTS TO NON-EMPLOYEE DIRECTORS
A Non-Employee Director shall be entitled to receive Nonqualified Stock
Options in accordance with this Section 6.
(a) INITIAL GRANT. Each Non-Employee Director who is a member of the
Board on the effective date of this Plan (as specified in Section 20) will
receive a grant of a Nonqualified Stock Option to purchase 10,000 shares of
Company Stock as of such date. Each Non-Employee Director who first becomes a
member of the Board after the effective date of this Plan (as specified in
Section 20), will receive a grant of a Nonqualified Stock Option to purchase
10,000 shares immediately upon the date he or she becomes a member of the Board.
(b) ANNUAL GRANTS. On each date that the Company holds its annual
meeting of shareholders, commencing with the 1996 calendar year, each
Non-Employee Director in office both immediately before and after the annual
election of directors will receive a grant of a Nonqualified Stock Option to
purchase 2,500 shares of Company Stock. The date of grant of such annual Grants
shall be the date of such annual meeting of shareholders.
(c) OPTION PRICE. The purchase price per share of Company Stock subject
to a Stock Option granted under this Section 6 shall be equal to the Fair Market
Value of a share of Company Stock on the date of grant; provided that the
purchase price for the initial grant provided in Section 6(a) hereof to
NonEmployee Directors who are members of the Board on the effective date of the
Plan (as specified in Section 20) shall be equal to the initial public offering
price of Company Stock.
(d) OPTION TERM. The term of each Stock Option granted pursuant to
this Section 6 shall be five years.
(e) EXERCISABILITY. Options granted under this Section 6 shall be fully
and immediately exercisable upon the date of grant.
(f) ADMINISTRATION. The provisions of this Section 6 are intended to
operate automatically and not require administration. However, to the extent
that administrative determinations are required, the provisions of this Section
6 shall be made by the members of the Board who are not eligible to receive
grants under this Section 6, but in no event shall such determinations affect
the eligibility of Grantees, the determination of the exercise price, the timing
of the grants or the number of shares subject to Stock Options granted
hereunder.
(g) APPLICABILITY OF PLAN PROVISIONS. Except as otherwise provided in,
and not inconsistent with, this Section 6, the Nonqualified Stock Options
granted to Non-Employee Directors shall be subject to the provisions of this
Plan applicable to Nonqualified Stock Options granted to other persons.
7. RESTRICTED STOCK GRANTS
The Committee may issue or transfer shares of Company Stock to an
Employee under a Grant (a "Restricted Stock Grant"), upon such terms as the
Committee deems appropriate. The following provisions are applicable to
Restricted Stock Grants:
(a) GENERAL REQUIREMENTS. Shares of Company Stock issued pursuant to
Restricted Stock Grants may be issued for cash consideration or for no cash
consideration, at the sole discretion of the Committee. The Committee shall
establish conditions under which restrictions on the transfer of shares
<PAGE>
of Company Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate. The period of years during which
the Restricted Stock Grant will remain subject to restrictions will be
designated in the Grant Instrument as the "Restriction Period."
(b) NUMBER OF SHARES. The Committee shall grant to each Grantee a
number of shares of Company Stock pursuant to a Restricted Stock Grant in such
manner as the Committee determines.
(c) TERMINATION OF EMPLOYMENT OR SERVICES. If the Grantee's employment
or service with the Company terminates during a period designated in the Grant
Instrument as the Restriction Period, or if other specified conditions are not
met, the Restricted Stock Grant shall terminate as to all shares covered by the
Grant as to which restrictions on transfer have not lapsed, and those shares of
Company Stock must be immediately returned to the Company. The Committee may,
however, provide for complete or partial exceptions to this requirement as it
deems equitable.
(d) RESTRICTIONS ON TRANSFER AND LEGEND ON STOCK CERTIFICATE. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except to a Successor Grantee under Section 10. Each certificate
for a share issued or transferred under a Restricted Stock Grant shall contain a
legend giving appropriate notice of the restrictions in the Grant. The Grantee
shall be entitled to have the legend removed from the stock certificate or
certificates covering any of the shares subject to restrictions when all
restrictions on such shares have lapsed.
(e) RIGHT TO VOTE AND TO RECEIVE DIVIDENDS. During the Restriction
Period, unless the Committee determines otherwise, the Grantee shall have the
right to vote shares subject to the Restricted Stock Grant and to receive any
dividends paid on such shares, subject to such restrictions as the Committee
deems appropriate.
(f) LAPSE OF RESTRICTIONS. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period and the satisfaction of any conditions imposed by the
Committee. The Committee may determine, as to any or all Restricted Stock
Grants, that all the restrictions shall lapse without regard to any Restriction
Period. All restrictions under all outstanding Restricted Stock Grants shall
automatically and immediately lapse upon a Change of Control, unless the
Committee determines otherwise.
(g) ELECTION TO WITHHOLD SHARES. Grantees may make an election to
satisfy the Company's income tax withholding obligation with respect to a
Restricted Stock Grant by having shares withheld up to an amount that does not
exceed the participant's minimum withholding tax rate for federal (including
FICA), state and local tax liabilities. Such election must be in the form and
manner prescribed by the Committee.
8. STOCK APPRECIATION RIGHTS
(a) GENERAL REQUIREMENTS. The Committee may grant stock appreciation
rights ("SARs") to any Grantee in tandem with any Stock Option, for all or a
portion of the applicable Stock Option, either at the time the Stock Option is
granted or at any time thereafter while the Stock Option remains outstanding;
provided, however, that in the case of an Incentive Stock Option, such rights
may be granted only at the time of the Grant of such Stock Option. Unless the
Committee determines otherwise, the base price of each SAR shall be equal to the
greater of (i) the exercise price of the related Stock Option or (ii) the Fair
Market Value of a share of Company Stock as of the date of Grant of such SAR. An
SAR is exercisable only during the period when the Stock Option to which it is
related is also exercisable.
(b) NUMBER OF SARS. The number of SARs granted to a Grantee which shall
be exercisable during any given period of time shall not exceed the number of
shares of Company Stock which the Grantee may purchase upon the exercise of the
related Stock Option during such period of time. Upon the exercise of a Stock
Option, the SARs relating to the Company Stock covered by such Stock Option
shall terminate. Upon the exercise of SARs, the related Stock Option shall
terminate to the extent of an
<PAGE>
equal number of shares of Company Stock.
(c) VALUE OF SARS. Upon a Grantee's exercise of some or all of the
Grantee's SARs, the Grantee shall receive in settlement of such SARs an amount
equal to the value of the stock appreciation for the number of SARs exercised,
payable in cash, Company Stock or a combination thereof. The stock appreciation
for an SAR is the difference between the base price of the SAR as described in
subsection (a) and the Fair Market Value of the underlying Company Stock on the
date of exercise of such SAR.
(d) FORM OF PAYMENT. At the time of such exercise, the Grantee shall
have the right to elect the portion of the amount to be received that shall
consist of cash and the portion that shall consist of Common Stock, which for
purposes of calculating the number of shares of Company Stock to be received,
shall be valued at their Fair Market Value on the date of exercise of such SARs.
The Committee shall have the right to disapprove a Grantee's election to receive
cash in full or partial settlement of the SARs exercised and to require that
shares of Company Stock be delivered in lieu of cash. If shares of Company Stock
are to be received upon exercise of an SAR, cash shall be delivered in lieu of
any fractional share.
9. PERFORMANCE UNITS
(a) GENERAL REQUIREMENTS. The Committee may grant performance units
("Performance Units") to any Grantee. Each Performance Unit shall represent the
right of a Grantee to receive an amount equal to the value of the Performance
Unit, determined in the manner established by the Committee at the time of
grant.
(b) PERFORMANCE PERIOD. At the time of grant of each Performance Unit,
the Committee shall establish a performance period during which performance
shall be measured ("Performance Period"). There may be more than one grant in
existence at any one time, and Performance Periods may differ.
(c) PERFORMANCE GOALS. Prior to the beginning of a Performance Period,
the Committee shall establish in writing performance goals for the Company and
its various operating units ("Performance Goals"). The Performance Goals will be
comprised of specified annual levels of one or more performance criteria as the
Committee may deem appropriate such as: earnings per share, net earnings,
operating earnings, unit volume, net sales, market share, balance sheet
measurements, cash return on assets, shareholder return, or return on capital.
The Committee may disregard or offset the effect of any special charges or gains
or cumulative effect of a change in accounting in determining the attainment of
Performance Goals. Awards of Performance Units may also be payable when Company
performance, as measured by one or more of the above criteria, as compared to
peer companies, meets or exceeds an objective target established by the
Committee.
(d) PERFORMANCE MEASURES. Performance Units shall be granted to a
Grantee contingent upon the attainment of Performance Goals in accordance with
Section 9(c).
(e) PERFORMANCE UNIT VALUE. Each Performance Unit shall have a maximum
dollar value established by the Committee at the time of the grant.
Performance Units earned will be determined by the Committee in respect of a
Performance Period in relation to the degree of attainment of Performance Goals.
The measure of a Performance Unit may, in the Committee's discretion, be equal
to the Fair Market Value of a share of Company Stock.
(f) GRANT CRITERIA. In determining the number of Performance Units to
be granted to any Grantee, the Committee shall take into account the Grantee's
responsibility level, performance, potential, cash compensation level, other
incentive awards, and such other considerations as it deems appropriate.
(g) ANNOUNCEMENT OF GRANTS. The Committee shall certify and announce
the results for each Performance Period to all Grantees immediately following
the announcement of the Company's financial results for the Performance Period
and the filing of its Form 10-K, normally within 90 days following the end of
such Performance Period.
<PAGE>
(h) PAYMENT. Following the end of a Performance Period, a Grantee
holding Performance Units will be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance Units, based on the achievement
of the Performance Goals for such Performance Period, as determined by the
Committee. Payment of Performance Units shall be made in cash, except that, in
the discretion of the Committee, Performance Units which are measured using
Company Stock may be paid in shares of Company Stock. Payment shall be made in a
lump sum or in installments and shall be subject to such other terms and
conditions as shall be determined by the Committee.
(i) TERMINATION OF EMPLOYMENT OR SERVICES AND CHANGE IN CONTROL.
(i) A Performance Unit Grant shall terminate for all purposes
if the Grantee does not remain continuously in the employ or service of the
Company at all times during the applicable Performance Period, except as may
otherwise be determined by the Committee, provided that in the event the Grantee
terminates employment with the Company within 12 months following a Change of
Control, a percentage of the Performance Unit payments, if any, for the full
Performance Period in which the Grantee so terminates equal to the percentage of
the Performance Period during which the Grantee was in the employ or service of
the Company and all amounts for the prior Performance Period, if not then
distributed, shall be distributed to such Grantee in a lump sum.
(ii) In the event that a Grantee holding a Performance Unit
terminates employment with or ceases to provide services to the Company
following the end of the applicable Performance Period, but prior to full
payment according to the terms of the Performance Unit award, payment shall be
made in accordance with the terms established by the Committee for the payment
of such Performance Unit.
10. TRANSFERABILITY OF GRANTS
Only the Grantee or his or her authorized representative may exercise
rights under a Grant. Such persons may not transfer those rights except by will
or by the laws of descent and distribution or, with respect to Grants other than
Incentive Stock Options, if permitted in any specific case by the Committee in
its sole discretion, pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended or the regulations thereunder . When a Grantee dies, the
representative or other person entitled to succeed to the rights of the Grantee
("Successor Grantee") may exercise such rights. A Successor Grantee must furnish
proof satisfactory to the Company of his or her right to receive the Grant under
the Grantee's will or under the applicable laws of descent and distribution.
Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument,
that a Grantee may transfer Nonqualified Stock Options to his or her children,
grandchildren or spouse or to one or more trusts for the benefit of such family
members or to partnerships in which such family members are the only partners (a
"Family Transfer"), provided that the Grantee receives no consideration for a
Family Transfer and the Grant Instruments relating to Nonqualified Stock Options
transferred in a Family Transfer continue to be subject to the same terms and
conditions that were applicable to such Nonqualified Stock Options immediately
prior to the Family Transfer.
11. CHANGE OF CONTROL OF THE COMPANY
As used herein, a "Change of Control" shall be deemed to have occurred
if:
A liquidation or dissolution of the Company (excluding
transfers to subsidiaries) or the sale of all or substantially all of the
Company's assets occurs;
As a result of a tender offer, stock purchase, other stock
acquisition, merger, consolidation, recapitalization, reverse split or sale or
transfer of assets, any person or group (as such terms are used in and under
Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner
(as defined in Rule 13-d under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 40% of the common stock of the
Company or the combined voting power of the Company's then outstanding
securities; provided, however, that for purposes of this subsection 11(b), a
person or group shall not include the Company or any subsidiary or any employee
<PAGE>
benefit plan (or related trust) sponsored or maintained by the Company or any
subsidiary, or Marvin I. Weinberger, any affiliate of Marvin I. Weinberger or
any holders of the Class B Common Stock of the Company;
If at least a majority of the Board at any time does not
consist of individuals who were elected, or nominated for election, by directors
in office at the time of such election or nomination; or
The Company merges or consolidates with any other corporation
(other than a wholly owned subsidiary) and is not the surviving corporation (or
survives only as a subsidiary of another corporation).
12. CONSEQUENCES OF A CHANGE OF CONTROL
(a) NOTICE.
(i) If a Change of Control described in Section 11(a), (b) or
(d) will occur, then, not later than 10 days after the approval by the
shareholders of the Company (or approval by the Board, if shareholder action is
not required) of such Change of Control, the Company shall give each Grantee
with any outstanding Stock Options or SARs written notice of such proposed
Change of Control.
(ii) If a Change of Control described in Section 11(b) may
occur without approval by the shareholders (or approval by the Board) and does
so occur, or if a Change of Control described in Section 11(c) occurs, then, not
later than 10 days after such Change of Control, the Company shall give each
Optionee with any outstanding Stock Options or SARs written notice of the Change
of Control.
(b) ELECTION PERIOD. In connection with the Change of Control and
effective only upon such Change of Control, each Grantee shall thereupon have
the right, within 90 days after such written notice is sent by the Company (the
"Election Period"), to make an election as described in Subsection (c) with
respect to all of his or her outstanding Stock Options or SARs (whether the
right to exercise such Stock Options or SARs has then accrued or the right to
exercise such Stock Options or SARs will accrue or has accrued upon the Change
of Control). Notwithstanding anything in this Section 12 to the contrary, in
the event that the Committee grants Stocks Options which, pursuant to the
Committee's determination, shall not become fully and immediately
exercisable upon a Change of Control, such Stock Options shall not be subject
to the Election Period or the election right set forth in paragraphs (b) and
(c) of this Section 12.
(c) ELECTION RIGHT. During the Election Period, each Grantee shall have
the right to elect to exercise in full any installments of such Stock Options or
SARs not previously exercised.
(d) TERMINATION OF STOCK OPTIONS. If a Grantee does not make a timely
election in accordance with Subsection (c) in connection with a Change of
Control where the Company is not the surviving corporation (or survives only as
a subsidiary of another corporation), the Grantee's Stock Options or SARs shall
terminate as of the Change of Control. Notwithstanding the foregoing, a Stock
Option or SAR will not terminate if assumed by the surviving or acquiring
corporation, or its parent, upon a merger or consolidation and, with respect to
an Incentive Stock Option, the assumption of the Stock Option occurs under
circumstances which are not deemed a modification of the Stock Option within the
meaning of sections 424(a) and 424(h)(3)(A) of the Code.
(e) ACCOUNTING AND TAX LIMITATIONS. Notwithstanding the foregoing,
(i) if the right described in Subsection (c) in connection
with SARs would make the applicable Change of Control ineligible for pooling of
interests accounting treatment or make such Change of Control ineligible for
desired tax treatment with respect to such Change of Control and, but for those
provisions, the Change of Control would otherwise qualify for such treatment,
the Grantee shall receive shares of Company Stock with a Fair Market Value equal
to the cash that would otherwise be payable pursuant to Subsection (c) in
substitution for the cash, and
(ii) if the termination of the Stock Options described in
Subsection (d) would make the applicable Change of Control ineligible for
pooling of interests accounting treatment and, but for such provision, the
Change of Control would otherwise qualify for such treatment, each affected
Grantee shall receive a replacement or substitute stock option issued by the
surviving or acquiring corporation.
<PAGE>
13. AMENDMENT AND TERMINATION OF THE PLAN
(a) AMENDMENT. The Board may amend or terminate the Plan at any time;
provided, however, that any amendment that increases the aggregate number (or
individual limit for any single Grantee) of shares of Company Stock that may be
issued or transferred under the Plan (other than by operation of Section 3(b)),
or modifies the requirements as to eligibility for participation in the Plan,
shall be subject to approval by the shareholders of the Company and provided,
further, that the Board shall not amend the Plan without shareholder approval if
such approval is required by Section 162(m) of the Code.
(b) TERMINATION OF PLAN. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date unless
terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.
(c) TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 21(b) hereof. The termination of the Plan shall not
impair the power and authority of the Committee with respect to an outstanding
Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 21(b) hereof or may be amended by agreement
of the Company and the Grantee consistent with the Plan.
(d) GOVERNING DOCUMENT. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.
14. FUNDING OF THE PLAN
This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.
15. RIGHTS OF PARTICIPANTS
Except as provided in Section 6, nothing in this Plan shall entitle any
Employee, Consultant or other person to any claim or right to be granted a Grant
under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the employ
of the Company or any other employment rights.
16. NO FRACTIONAL SHARES
No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Committee shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.
17. WITHHOLDING OF TAXES
The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to an employee of the Company, any federal, state
or local taxes required by law to be withheld with respect to such cash awards
and, in the case of Grants paid in Company Stock, the Grantee or other person
receiving such shares shall be required to pay to the Company the amount of any
such taxes which the Company is required to withhold with respect to such
Grants, or the Company shall have the right to deduct from other wages paid to
the employee by the Company the amount of any withholding due with respect to
such Grants.
18. REQUIREMENTS FOR ISSUANCE OF SHARES
<PAGE>
No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Grant made to any Grantee hereunder on such Grantee's undertaking in writing
to comply with such restrictions on his or her subsequent disposition of such
shares of Company Stock as the Committee shall deem necessary or advisable as a
result of any applicable law, regulation or official interpretation thereof, and
certificates representing such shares may be legended to reflect any such
restrictions. Certificates representing shares of Company Stock issued under the
Plan will be subject to such stop-transfer orders and other restrictions as may
be applicable under such laws, regulations and other obligations of the Company,
including any requirement that a legend or legends be placed thereon.
19. HEADINGS
Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.
20. EFFECTIVE DATE OF THE PLAN
This Plan became effective upon consummation of the initial public
offering of the Company Stock. The amendment and restatement of the Plan was
effective as of April 1, 1997.
21. MISCELLANEOUS
(a) SUBSTITUTE GRANTS. The Committee may make a Grant to an employee of
another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company or any of its subsidiaries in substitution for a stock
option or restricted stock grant made by such corporation ("Substituted Stock
Incentives"). The terms and conditions of the substitute grant may vary from the
terms and conditions required by the Plan and from those of the Substituted
Stock Incentives. The Committee shall prescribe the provisions of the substitute
grants.
(b) COMPLIANCE WITH LAW. The Plan, the exercise of Stock Options and
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.
(c) OWNERSHIP OF STOCK. A Grantee or Successor Grantee shall have no
rights as a shareholder with respect to any shares of Company Stock covered by a
Grant until the shares are issued or transferred to the Grantee or Successor
Grantee on the stock transfer records of the Company.
(d) GOVERNING LAW. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.
<PAGE>
Exhibit 5.1
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
February 14, 2000
Infonautics, Inc.
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
Re: Infonautics, Inc. - Form S-8 Registration Statement
Relating to 1996 Equity Compensation Plan, as amended
-----------------------------------------------------
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 1,000,000 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 1996 Equity Compensation
Plan, as amended and restated as of August 18, 1999 (the "Plan"). 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
Plan, when issued and delivered as contemplated by the Plan, 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,
/s/Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999, relating to
the financial statements and financial statement schedule, which appears
in Infonautics, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, PA 19103
February 14, 2000
