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______________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
SQL FINANCIALS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
3950 JOHNS CREEK COURT,
SUITE 100
DELAWARE SUWANEE, GEORGIA 30024 58-1972600
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(Address of principal (I.R.S. Employer
(State or other executive offices) Identification
jurisdiction of Number)
incorporation or
organization)
1998 STOCK INCENTIVE PLAN OF
SQL FINANCIALS INTERNATIONAL, INC.
SQL FINANCIALS INTERNATIONAL, INC.
SQL 1992 STOCK PLAN
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(Full title of the plans)
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THE CORPORATION TRUST COMPANY
CORPORATION TRUST CENTER
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(302) 658-7581
__________________
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1)
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Common Stock,
$.0001 par value $2,581,496 $8.94 $23,078,574 $6,808.18
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
low prices of the registrant's common stock on July 9, 1998, as reported on
the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed by SQL Financials International, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) The Company's Prospectus dated May 26, 1998, filed with the
Commission on May 27, 1998 pursuant to Rule 424(b)(3) under the Securities
Act of 1933, as amended (the "Securities Act");
(b) The description of the Company's Common Stock, $.0001 par value,
contained in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the date of the document referred to in (a), above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Restated Bylaws of the Company (the "Restated Bylaws") and the
Restated Certificate of Incorporation (the "Restated Certificate") of the
Company provide that the directors and officers of the Company shall be
indemnified by the Company to the fullest extent authorized by Delaware law, as
it now exists or may in the future be amended, against all expenses and
liabilities reasonably incurred in connection with service for or on behalf of
the Company. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Restated Bylaws, 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. The Company
has obtained insurance which insures the directors and officers of the Company
against certain losses and which insures the Company against certain of its
obligations to indemnify such directors and officers. In addition, the Restated
Certificate of the Company provides that the directors of the Company will not
be personally liable for monetary damages to the Company for breaches of their
fiduciary duty as directors, unless they violated their duty of loyalty to the
Company or its stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions or derived an
improper personal benefit from their action as directors. Such limitations of
personal liability under the Delaware Business Corporation law do not apply to
liabilities arising out of certain violations of the federal securities laws.
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While non-monetary relief such as injunctive relief, specific performance and
other equitable remedies may be available to the Company, such relief may be
difficult to obtain or, if obtained, may not adequately compensate the Company
for its damages.
There is no pending litigation or proceeding involving any director,
officer, employee or agent of the Company where indemnification by the Company
will be required or permitted. The Company is not aware of any threatened
litigation or proceeding that might result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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The following exhibits are filed as a part of this Registration
Statement:
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the Company,
which is incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-1 (File No. 333-
46685), filed with the Commission on February 23, 1998.
4.2 Amended and Restated Bylaws of the Company, which are
incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (File No. 333-46685), filed
with the Commission on February 23, 1998.
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in the signature page to this
Registration Statement).
99.1 1998 Stock Incentive Plan of SQL Financials International, Inc.,
which is incorporated by reference to Exhibit 10.6 of the
Company's Registration Statement on Form S-1 (File No. 333-
46685), filed with the Commission on February 23, 1998.
99.2 SQL Financials International, Inc. SQL 1992 Stock Plan, which is
incorporated by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-1 (File No. 333-46685), filed
with the Commission on February 23, 1998.
ITEM 9. UNDERTAKINGS.
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(a) The Company 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;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution 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
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the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 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, SQL
Financials International, Inc. 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 Suwanee, State of
Georgia, on this 13/th/ day of July, 1998.
SQL FINANCIALS INTERNATIONAL, INC.
By: /s/ Stephen P. Jeffery
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Stephen P. Jeffery
Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement hereby constitutes
and appoints William A. Fielder III and Stephen P. Jeffery, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned, and in his name, place and
stead, in any and all capacities to sign any and all amendments, including post-
effective amendments, exhibits thereto and other documents in connection
therewith, to this Registration Statement, to make such changes in the
Registration Statement as such attorneys-in-fact deems appropriate, and to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents and each of them, full power and authority to do so and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Stephen P. Jeffery Chairman, Chief Executive Officer July 13, 1998
- ------------------------------------------------------------ (Principal Executive Officer);
Stephen P. Jeffery President and Director
/s/ William A. Fielder III Chief Financial Officer (Principal July 13, 1998
- ------------------------------------------------------------ Financial and Accounting Officer)
William A. Fielder III
/s/ Joseph S. McCall Director July 13, 1998
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Joseph S. McCall
/s/ William S. Kaiser Director July 13, 1998
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William S. Kaiser
/s/ Donald L. House Director July 13, 1998
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Donald L. House
/s/ Tench Coxe Director July 13, 1998
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Tench Coxe
/s/ Said Mohammadioun Director July 13, 1998
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Said Mohammadioun
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
SQL FINANCIALS INTERNATIONAL, INC.
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the Company,
which is incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-1 (File No. 333-
46685), filed with the Commission February 23, 1998.*
4.2 Amended and Restated Bylaws of the Company, which are
incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (File No. 333-46685), filed
with the Commission on February 23, 1998.*
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the signature page to this
Registration Statement).
99.1 1998 Stock Incentive Plan of SQL Financials International, Inc.,
which is incorporated by reference to Exhibit 10.6 of the
Company's Registration Statement on Form S-1 (File No. 333-
46685), filed with the Commission on February 23, 1998.*
99.2 SQL Financials International, Inc. SQL 1992 Stock Plan, which is
incorporated by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-1 (File No. 333-46685), filed
with the Commission on February 23, 1998.*
* Incorporated by reference.
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EXHIBIT 5
July 13, 1998
SQL Financials International, Inc.
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
Re: 1998 Stock Incentive Plan of SQL Financials International, Inc.
and SQL Financials International, Inc. SQL 1992 Stock Plan
Ladies and Gentlemen:
We have served as counsel for SQL Financials International, Inc. (the
"Company") in connection with its registration under the Securities Act of 1933,
as amended, of 2,581,496 shares of its common stock, $.0001 par value per share
(the "Shares"), which are proposed to be offered and sold pursuant to the 1998
Stock Incentive Plan of SQL Financials International, Inc. and the SQL
Financials, International, Inc. SQL 1992 Stock Plan (individually, a "Plan" and
collectively, the "Plans"), and pursuant to the Company's Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") with respect to the Shares.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary. We express no opinion as to
matters under or involving the laws of any jurisdiction other than the corporate
law of the State of Delaware, and for the purposes of this opinion we have
assumed that the corporate law of the State of Delaware is identical to the
corporate law of the State of Georgia. In rendering opinions as to further
events, we have assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the respective Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act of 1933, as amended, or other rules and
regulations of the Commission thereunder.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
/s/ Womble Carlyle Sandridge & Rice
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our firm) included in or made part of this
Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 14, 1998
