<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No. 333-17197
137,861 SHARES
ABR INFORMATION SERVICES, INC.
COMMON STOCK
The shares of Common Stock of ABR Information Services, Inc. (the
"Company") offered hereby will be sold from time to time by the Selling
Shareholders. See "Selling Shareholders." The Company will pay certain of the
expenses of this offering; however, the Selling Shareholders will bear the cost
of all brokerage commissions and discounts incurred with the sale of shares to
which this Prospectus relates. The Company will not receive any proceeds from
the sale of shares by the Selling Shareholders.
The Common Stock of the Company is quoted on the Nasdaq National Market
System (the "Nasdaq National Market") under the symbol "ABRX." On December 9,
1996, the last reported sale price of the Common Stock on the Nasdaq National
Market was $42.00 per share. Except as otherwise indicated, all information in
this Prospectus has been adjusted to reflect the three-for-two stock splits of
the Common Stock completed on July 13, 1995 and February 19, 1996.
SEE "RISK FACTORS" COMMENCING ON PAGE 4 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Sales may be made in the over-the-counter market or on one or more
exchanges, or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions, or to
one or more underwriters for resale to the public.
The date of this Prospectus is December 12, 1996.
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, New York, New York 10048, and at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, including the exhibits
filed as a part thereof, which may be inspected at the principal office of the
Commission, without charge, at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of the Registration Statement may be obtained from the
Commission at its principal office at Room 1024, 450 Fifth Street, N.W.,
Washington, D. C. 20549, upon payment of prescribed fees. The Commission also
maintains a Web site that contains reports, proxy and information statements,
and other information regarding registrants (including the Company) that file
electronically with the Commission. The address of such Web site is
http://www.sec.gov. Statements contained in this Prospectus as to the contents
of any contract or other document are not necessarily complete, and where the
contract or the document has been filed as an exhibit to the Registration
Statement, each such statement is qualified in all respects by reference to the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed with the Commission by the
Company pursuant to the Exchange Act (File No. 0-24132), are incorporated herein
by reference and made a part hereof:
(a) The Company's Proxy Statement for the 1996 Annual Meeting of
Shareholders, as supplemented;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1996;
(c) The Company's Current Report on Form 8-K dated December 15,
1995 (as amended by the Company's Form 8-K/A filed February
21, 1996); and
(d) The description of the Common Stock set forth in the
Registration Statement on Form 8-A dated May 25, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any and
all of the documents referred to above that have been incorporated by reference
in this Prospectus, other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into such documents. Written or
telephone requests for such copies should be directed to the Chief Financial
Officer of the Company at its executive offices located at 34125 U.S. Highway 19
North, Palm Harbor, Florida 34684-2116, telephone number: (813) 785-2819.
-2-
<PAGE> 3
THE COMPANY
The Company provides comprehensive benefits administration, compliance
and information services to employers seeking to outsource their benefits
administration functions. Currently, a significant portion of the Company's
revenues are derived from the Company's COBRA compliance services. The Company
believes it is the largest provider of COBRA compliance services in the United
States, serving more than 21,000 employers with a total employee population
exceeding 10.0 million. The Company serves approximately 400 of the estimated
12,000 U.S. companies employing 1,000 or more employees, including Fortune 500
companies. The Company provides COBRA compliance services to approximately 3% of
the estimated 650,000 employers that are required to comply with COBRA.
Enacted in 1986, COBRA (the "Consolidated Omnibus Reconciliation Act")
requires virtually all employers with 20 or more employees that maintain group
health insurance plans to offer continued healthcare coverage for employees and
their dependents following "qualifying events," such as changes in employment
status. The Company assists its COBRA compliance customers in (i) complying with
complex and frequently changing regulations, (ii) reducing healthcare costs
through uniform enforcement of COBRA eligibility and other requirements, and
(iii) decreasing the exposure for federal excise taxes and other obligations
that may be imposed for noncompliance with COBRA.
The Company also provides administration services to large employers
for benefits provided to their retirees and inactive employees, including
retiree healthcare, disability, surviving dependent, family leave, and severance
benefits. These services are currently utilized by 60 employers (most of which
are also COBRA compliance customers), including Fortune 500 companies.
Additionally, the Company provides administration services to large
employers for benefits provided to their active employees, including enrollment,
eligibility verification, Qualified Domestic Relations Order ("QDRO")
administration, Flexible Spending Account ("FSA") administration and pension
services. These services are offered on either an "a la carte" basis or a total
outsourcing basis, allowing customers to outsource certain benefits
administration tasks that they find too costly or burdensome to perform
in-house, or to outsource the total benefits administration function. The
Company is currently providing these services to 1,000 employers on an "a la
carte" basis, including Fortune 500 companies. In June of 1996, the Company
commenced providing services under a five-year contract with a Fortune 100
company with approximately 90,000 active and inactive employees and retirees,
whereby the Company provides total benefits administration services for this
customer.
RECENT ACQUISITIONS
Since December 1995, the Company has acquired three benefits
administration companies, one of these acquisitions was completed by a pooling
of interest (all financial information has been restated to reflect this pooling
of interest). These acquisitions have enabled the Company to increase the range
of benefits administration services it provides, expand its geographic presence
and decrease the Company's reliance on revenues from COBRA compliance services.
During fiscal 1995 and fiscal 1996, the Company derived approximately 83.8% and
69.9%, respectively, of its revenues from COBRA compliance services. Assuming
the New Jersey Acquisition had occurred on August 1, 1994, the Company would
have derived approximately 62.1% and 64.4%, respectively, of its revenues from
COBRA compliance services for the same periods. Assuming the New Jersey
Acquisition had occurred on August 1, 1995, the Company's revenues and net
income also would have been $34.7 million and $6.0 million, respectively, for
the year ended July 31, 1996. The recently completed acquisitions are discussed
below:
The New Jersey Acquisition. On December 15, 1995, the Company acquired
all of the outstanding capital stock of Bullock Associates, Inc., which was
subsequently renamed ABR Benefits Services, Inc. ("BSI") for $12.5 million, with
an additional $2.0 million payable upon the attainment of certain revenue
requirements during 1996 and 1997. BSI is located in Princeton, New Jersey and
provides COBRA administration, retiree insurance administration, insurance
continuation billing and collection, pension benefits administration, QDRO
administration and educational benefit administration services, as well as
administration services for other employee benefits programs such as employee
discount plans, adoption programs, program rebates and emergency loans. For the
year ended December 31, 1995, BSI had revenues of $9.3 million. As part of the
New Jersey Acquisition, the Company entered into a four-year contract with BSI's
largest customer, which accounted for approximately 89.0% and 76.1% of BSI's
revenues in fiscal years 1994 and 1995, respectively. The New Jersey Acquisition
expands the Company's market share in the COBRA compliance market, gives it a
geographic presence in the northeast and expands the number of active employee
benefits administration services it provides.
-3-
<PAGE> 4
The California Acquisition. Effective February 1, 1996, the Company
acquired all of the outstanding capital stock of Total Cobra Services, Inc.
("TCS") for 132,712 shares of the Company's Common Stock, subject to possible
adjustment. TCS is located in Irvine, California and provides COBRA
administration and retiree billing services. For the fiscal year ended December
31, 1995, TCS had revenues of less than $2.0 million. The California Acquisition
increases the Company's market share in the COBRA compliance market and enhances
its ability to market its services to clients on the west coast of the United
States.
The Virginia Acquisition. On June 28, 1996, the Company acquired, by a
pooling of interest, all of the outstanding stock of The L.P. Baier Company
("LPB") for 143,010 shares of the Company's Common Stock. LPB is located in
Fairfax, Virginia and provides primarily COBRA administration and FSA
administration. LPB had revenues of approximately $2.4 million in calendar year
1995.
RECENT DEVELOPMENTS
Effective November 12, 1996, Vincent Addonisio was removed as Executive
Vice President, Chief Financial Officer and Treasurer of the Company due to
differences with the Board of Directors. Mr. Addonisio joined the board of
directors of another company that recently completed its initial public
offering. He also serves as a member of several committees of such board,
including the executive committee. Mr. Addonisio neither requested nor received
approval prior to joining such company's board. The Board of Directors believes
Mr. Addonisio to be in violation of his employment contract. The Board of
Directors also believes that the company whose board Mr. Addonisio joined is an
actual or potential competitor of the Company in important areas of its
business. Mr. Addonisio has filed a lawsuit against the Company alleging breach
of his employment contract and against the Company and James E. MacDougald,
Chairman of the Board, President and Chief Executive Officer of the Company,
alleging defamation. The lawsuit alleges that Mr. MacDougald has made false
statements regarding Mr. Addonisio to both the financial community and the
media. Mr. MacDougald denies these allegations. The Company and Mr. MacDougald,
while intending to vigorously defend this lawsuit, are currently engaged in
discussions with Mr. Addonisio in an attempt to reach a settlement. Mr.
Addonisio was a party to an employment contract with the Company and his
removal, as well as the lawsuit, involves various elements of his compensation
arrangements.
The Board of Directors has elected Reva R. Maskewitz to replace Mr.
Addonisio as acting Chief Financial Officer pending the outcome of a search for
a new Chief Financial Officer. Ms. Maskewitz has served the Company and/or its
subsidiaries as the Controller since 1989 and Vice President - Finance since
1991. The Board of Directors has appointed a committee of directors, consisting
of James E. MacDougald, Mark M. Goldman and Thomas E. Costello, to oversee the
search for one or more suitable replacements to fill, on a permanent basis, the
vacancies created by Mr. Addonisio's removal.
On November 20, 1996 Mr. Addonisio resigned as a Director of the
Company and withdrew as a nominee for election as a Director at the 1996 Annual
Meeting of Shareholders. The Board is not proposing for election a successor
director or nominee to Mr. Addonisio and has reduced the size of the Board to
four directors.
RISK FACTORS
An investment in common stock involves certain risk.
Prospective purchasers should consider carefully the following factors, in
addition to the other information included in, or incorporated by reference
into, this Prospectus when evaluating the Company and its business in making an
investment decision.
ABILITY TO GROW AND EXPAND SERVICES
The Company's growth strategy depends on its ability to
increase its share of the COBRA compliance market and expand its line of
benefits administration services. There can be no assurance that the Company
will have sufficient financial, managerial or other resources or will otherwise
be able to maintain its historic rate of growth and profitability or expand its
services in response to customer needs. If the Company were to encounter
difficulties in implementing the expansion or development of its services, such
difficulties could have a material adverse effect on the Company.
-4-
<PAGE> 5
RECENT ACQUISITIONS AND IMPLEMENTATION OF ACQUISITION STRATEGY
The Company has recently completed three acquisitions of
benefits administration businesses and intends to pursue acquisitions of
complementary businesses. There can be no assurance that the Company will be
able to successfully integrate these recent acquisitions. Similarly, there can
be no assurance that the Company will be able to consummate, or if consummated,
successfully integrate future acquisitions. Acquisitions involve significant
risks which could have a material adverse effect on the Company, including: (i)
the diversion of management's attention to the assimilation of the businesses to
be acquired; (ii) the need to implement financial and other systems and add
management resources; (iii) potential liabilities of the acquired business; (iv)
unforeseen difficulties in the acquired operations; (v) adverse short-term
effects on the Company's operating results; (vi) the dilutive effect of the
issuance of additional equity securities; (vii) the incurrence of additional
debt; and (viii) the amortization of goodwill and other intangible assets. There
can be no assurance that the Company will successfully implement its acquisition
strategy. Furthermore, there can be no assurance any acquisition will achieve
levels of revenue and profitability or otherwise perform as expected, or be
consummated on acceptable terms to enhance shareholder value. The Company
continues to monitor acquisition opportunities. See "Recent Acquisitions."
DEPENDENCE ON KEY CUSTOMERS
Approximately 36.3%, 35.2% and 39.7% of the Company's revenues
in fiscal 1994, 1995 and 1996, respectively, were attributable to the Company's
ten largest customers. Assuming the New Jersey Acquisition had occurred on
August 1, 1994, approximately 51.7% and 44.9% of the Company's revenues in
fiscal 1995 and fiscal 1996, respectively, would have been attributable to the
Company's ten largest customers, with approximately 24.6% and 20.8% of such
revenues being derived from the largest customer of the company acquired in the
New Jersey Acquisition. As part of the New Jersey Acquisition, the Company
entered into a four-year contract with this customer. The Company's loss of any
of these large customers could have a material adverse effect on the Company.
DEPENDENCE ON COBRA
The Company's business is highly dependent on COBRA compliance
services. During each of the fiscal years ended July 31, 1994, 1995, and 1996,
the Company derived approximately 85.1%, 83.8% and 69.9%, respectively, of its
revenues from COBRA compliance services. Assuming the New Jersey Acquisition had
occurred on August 1, 1994, the Company would have derived approximately 62.1%
and 64.4%, respectively, of its revenues from COBRA compliance services during
the fiscal years ended July 31, 1995 and 1996. Since its enactment in 1986,
COBRA has been frequently amended by Congress, and is subject to judicial
interpretation and proposed regulations of the Internal Revenue Service, as well
as interpretive releases promulgated by the Department of Labor. While the
impact of future legislative and regulatory changes affecting COBRA cannot be
predicted, any material modification of the federal laws and regulations
governing COBRA could have, and the enactment of laws or regulations
substantially reducing or eliminating COBRA or similar continuation benefits
would have, a material adverse effect on the Company.
RELIANCE ON INFORMATION PROCESSING SYSTEMS
The Company's business is dependent on its ability to store,
retrieve, process and manage significant databases, and to periodically expand
and upgrade its information processing capabilities. The Company's principal
computer equipment and software systems are maintained at the Company's
headquarters in the Tampa/St. Petersburg metropolitan area. Currently, the
Company does not have alternative offsite information processing capabilities in
the event of damage to or inoperability of its computer equipment or software
systems. Interruption or loss of the Company's information processing
capabilities through loss of stored data, breakdown or malfunctioning of
computer equipment and software systems, telecommunications failure or damage to
the Company's headquarters and systems caused by fire, hurricane, lightning,
electrical power outage or other disruption could have a material adverse effect
on the Company. Although the Company maintains business interruption insurance
providing for three months of operations with an aggregate limit of $2.0 million
per occurrence, there can be no assurance that such insurance will: (i) continue
to be available; (ii) continue to be available at reasonable prices; (iii) cover
all such losses; or (iv) be sufficient to compensate the Company for losses due
to the Company's inability to provide services to its customers.
-5-
<PAGE> 6
RELIANCE ON PROPRIETARY TECHNOLOGY
To facilitate the Company's expansion of existing services,
and the development of related benefits administration services, the Company is
developing additional proprietary applications software and databases and
intends to use commercially available database management software and computer
hardware that are not currently being used by the Company. There can be no
assurance that the Company's information processing systems will be adequate to
meet its future needs or that the Company will be able to incorporate new
technology to enhance and develop its existing services.
DEPENDENCE ON SENIOR MANAGEMENT
The success of the Company is largely dependent upon the
efforts, direction and guidance of its senior management. The Company's
continued growth and success also depend in part on its ability to attract and
retain skilled employees and managers, and on the ability of its executive
officers and key employees to manage its operations successfully. The Company
has entered into employment agreements with certain of its executive officers.
The loss of any of the Company's senior management or key personnel, and in
particular, James E. MacDougald, Chairman of the Board, President and Chief
Executive Officer, or its inability to attract and retain key employees in the
future, could have a material adverse effect on the Company. The Company
maintains key-man life insurance policies on James E. MacDougald, Chairman of
the Board, President and Chief Executive Officer, in the amount of $2.0 million.
COMPETITION
The market for the Company's services is highly competitive.
The Company's existing competitors include insurance companies, third-party
administrators and other outsourcing service companies. Certain of these
existing competitors, as well as a number of potential competitors, possess
substantially greater resources than the Company. In addition to the Company's
competitors, services offered by the Company are often provided in-house.
Consequently, outsourcing of benefits administration services may require the
Company's potential customers to reduce, reassign or eliminate in-house benefits
administration or human resources personnel, who often have an interest in
maintaining these responsibilities in-house.
POTENTIAL LEGAL LIABILITY AS COBRA ADMINISTRATOR
As a provider of COBRA compliance services, the Company is
subject to excise taxes for noncompliance with certain provisions of COBRA.
Under current federal laws, the maximum amount of such taxes that may be imposed
on the Company in any taxable year for unintentional violations of COBRA is $2.0
million. In addition to the excise tax liability that may be imposed on the
Company, substantial excise taxes may be imposed under COBRA on the Company's
customers. Under the Company's service agreements with its customers, the
Company assumes financial responsibility for the payment of such taxes assessed
against its customers arising out of the Company's failure to comply with COBRA,
unless such taxes are attributable to the customer's failure to comply with
COBRA or with the terms of its agreement with the Company. In addition to
liability for excise taxes for noncompliance with COBRA, the Company accepts
financial responsibility for certain liabilities incurred by its customers that
are attributable to the Company's failure to comply with COBRA or to fulfill the
terms of its obligations to its customers under its agreements. These
liabilities could, in certain cases, be substantial. Although there can be no
assurance that the Company will not incur any material liability for
non-compliance with COBRA or for its failure to comply with its agreement with
any customer, as of the date of this Prospectus, the Company has not incurred
any such material liability. The imposition of such liability on the Company in
excess of any available insurance coverage could have a material adverse effect
on the Company.
POSSIBLE ADVERSE EFFECT OF NATIONAL AND STATE HEALTH CARE REFORM PROPOSALS
The extent and type of government support for healthcare
services, as well as the extent and type of health insurance benefits that
employers are required to provide employees, have been the subject of intense
scrutiny and debate in recent years at both the national and state levels.
Changes in government support of healthcare services or the regulations
governing such services, including regulations governing the adoption of a
single payor system, the methods by which services are delivered, and the prices
for services or reimbursements of fees, could all have a material adverse effect
on the Company.
-6-
<PAGE> 7
ANTI-TAKEOVER CONSIDERATIONS
The Company's Bylaws divide the Board of Directors into three
classes serving staggered three-year terms. The staggered Board of Directors and
the anti-takeover effects of certain provisions contained in the Florida
Business Corporation Act and in the Company's Articles of Incorporation and
Bylaws, including, without limitation, the ability of the Board of Directors of
the Company to issue shares of Preferred Stock and to fix the rights and
preferences thereof, may have the effect of delaying, deferring or preventing an
unsolicited change in the control of the Company, which may adversely affect the
market price of the Common Stock.
VOLATILITY OF STOCK PRICE
The Common Stock has experienced a significant increase in its
market price since the Company's initial public offering in May 1994. The
Company believes that various factors such as general economic conditions,
changes or volatility in the financial markets, changing market conditions in
the benefits administration outsourcing industry, and quarterly or annual
variations in the Company's financial results, could cause the market price of
the Common Stock to fluctuate substantially.
DIVIDEND POLICY
The Company has never declared nor paid any cash dividends on
the Common Stock. The Company currently anticipates that all of its earnings
will be retained for development and expansion of the Company's business and
does not anticipate paying any cash dividends in the foreseeable future.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock offered hereby. See "Selling Shareholders" and "Plan of
Distribution."
-7-
<PAGE> 8
SELLING SHAREHOLDERS
The following table sets forth certain information concerning the
shareholders offering for sale the shares of Common Stock to which this
Prospectus relates (the "Selling Shareholders").
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED MAXIMUM SHARES BENEFICIALLY
PRIOR TO OFFERING NUMBER OF OWNED AFTER OFFERING(1)
------------------------- SHARES BEING --------------------
NAME SHARES PERCENT OFFERED SHARES PERCENT
- ---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
John M. Hermann (2)................. 132,712 * 66,356 66,356 *
Rick Snyder (3)..................... 115,838 * 57,919 57,919 *
Tina McIntosh (4)................... 21,452 * 10,726 10,726 *
Victoria J. Baldwin (5)............. 1,430 * 715 715 *
Christine Erickson (5).............. 1,430 * 715 715 *
Michael McRoberts (5)............... 1,430 * 715 715 *
Rhonda E. Reeves (5)................ 1,430 * 715 715 *
TOTAL......... 275,722 2% 137,861 137,861 *
</TABLE>
- ------------------
*Less than 1%
(1) The Selling Shareholders may sell from time to time all or a portion of
the shares being offered. The amounts shown assume the sale of all the
shares being offered by each Selling Shareholder.
(2) Mr. Hermann was the owner of TCS prior to its acquisition by the
Company. From February through July, 1996, Mr. Hermann served as
managing director of TCS.
(3) Mr. Snyder currently serves as President of LPB, a subsidiary of the
Company.
(4) Ms. McIntosh currently serves as Executive Vice President of LPB, a
subsidiary of the Company.
(5) Each of Ms. Baldwin, Ms. Erickson, Ms. Reeves and Mr. McRoberts
currently serves as a vice president of LPB, a subsidiary of the
Company.
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholders.
Such sales may be made in the over-the-counter market or on one or more
exchanges, or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions, or to
one or more underwriters for resale to the public. The shares sold may be sold
by one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; or (e) an underwritten
public offering. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Shareholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other
-8-
<PAGE> 9
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
Brokers or dealers may be entitled to indemnification by the Company
and the Selling Shareholders against certain liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock to which this Prospectus
relates will be passed upon for the Company by Foley & Lardner, Tampa, Florida.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended July 31, 1996 have been
audited by Grant Thornton LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of BAI at September 30, 1995 and December 31,
1994 and 1993 and for the nine months ended September 30, 1995 and the years
ended December 31, 1994 and 1993, incorporated by reference herein, have been
audited by J.H. Cohn LLP, independent public accountants, as set forth in their
report thereon appearing in the Form 8-K/A, and are incorporated herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing
-9-
<PAGE> 10
================================================================================
No dealer, sales representative or any other person has been authorized to give
any information or to make any representation not contained in this Prospectus
in connection with the offer made by this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company, the Selling Shareholders or any underwriter. This Prospectus
does not constitute an offer to sell or a solicitation of any offer to buy any
securities other than the registered securities to which it relates or an offer
to sell or a solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
---------------------------------
TABLE OF CONTENTS
---------------------------------
Page
Available Information .................................................. 2
Incorporation of Certain Information by Reference....................... 2
The Company............................................................. 3
Recent Acquisitions..................................................... 3
Recent Developments..................................................... 4
Risk Factors............................................................ 4
Use of Proceeds ........................................................ 7
Selling Shareholders ................................................... 8
Plan of Distribution.................................................... 8
Legal Matters........................................................... 9
Experts................................................................. 9
================================================================================
================================================================================
137,861 SHARES
ABR INFORMATION
SERVICES, INC.
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
DECEMBER 12, 1996
================================================================================
