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As filed with the Securities and Exchange Commission on December 3, 1996
Registration No. 33-86520
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABR INFORMATION SERVICES, INC.
(Exact Name of registrant as specified in its charter)
FLORIDA 59-3228107
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
34125 U.S. HIGHWAY 19 NORTH, PALM HARBOR, FLORIDA 34684-2116
(Address of principal executive offices) (zip code)
ABR INFORMATION SERVICES, INC. AMENDED AND RESTATED 1987 STOCK OPTION PLAN
AND
ABR INFORMATION SERVICES, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full title of the Plan)
JAMES E. MACDOUGALD
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ABR INFORMATION SERVICES, INC.
34125 U.S. HIGHWAY 19 NORTH
PALM HARBOR, FLORIDA 34684-2116
(Name and address of agent for service)
(813) 785-2819
(Telephone number, including area code, of agent for service)
Copy to:
MARTIN A. TRABER, ESQ.
TODD B. PFISTER, ESQ.
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602-5804
(813) 229-2300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------
Title of each Proposed Proposed
class of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share offering price registration fee(2)
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 413,388 $42.75 $17,672,337 $5,355.26
$0.01 par value shares
- - -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus an indeterminate number of shares which may be issued as a result
of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, the registration fee has been calculated on the basis of
the average of the high and low prices of the registrant's Common
Stock as reported on the Nasdaq National Market on November 26, 1996.
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This Amendment No. 1 is being filed pursuant to Instruction E of Form
S-8 and amends the Form S-8 previously filed by the Registrant with the
Securities and Exchange Commission (Registration No. 33-86520). The provisions
of such Registration Statement are incorporated herein by reference.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Palm Harbor, State of Florida, on December 2,
1996.
ABR INFORMATION SERVICES, INC.
By: /s/ James E. MacDougald
-------------------------------
James E. MacDougald,
Chairman of the Board, President
and Chief Executive Officer
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.
SPECIAL POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
amended registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints James E. MacDougald his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments
to this registration statement and any and all registration statements filed
pursuant to Rule 462(b) under the Securities Act of 1933), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Date: December 2, 1996 /s/ James E. MacDougald
-------------------------------
James E. MacDougald,
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
Date: December 2, 1996 /s/ Reva R. Maskewitz
-------------------------------
Reva R. Maskewitz,
Acting Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: December 2, 1996 /s/ Suzanne M. MacDougald
---------------------------------
Suzanne M. MacDougald,
Senior Vice President,
Secretary and Director
Date: December 2, 1996 /s/ Thomas F. Costello
---------------------------------
Thomas F. Costello, Director
Date: December 2, 1996 /s/ Mark M. Goldman
--------------------------------
Mark M. Goldman, Director
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
PAGE NO.
----------
<S> <C>
4A. ABR Information Services, Inc. Amended and Restated 1987 Stock Option Plan (filed
as Exhibit 10.6 of the registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1994 and incorporated herein by reference)
4B. ABR Information Services, Inc. 1993 Amended and Restated Stock Option Plan (Filed
as Exhibit 10.7 to registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1994 and incorporated herein by reference)
5. Opinion of Foley & Lardner as to the legality of the securities to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)
23B. Consent of Grant Thornton LLP
24. Power of Attorney (included on the Signature Page of this Amended Registration
Statement)
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3
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EXHIBIT 5
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602-5804
TELEPHONE (813) 229-2300
FACSIMILE (813) 221-4210
December 2, 1996
ABR Information Services, Inc.
34125 U.S. Highway 19 North
Palm Harbor, Florida 34684-2116
Re: Amendment No. 1 to Registration Statement on Form S-8
Relating to Shares of Common Stock Issuable Pursuant to ABR
Information Services, Inc. Amended and Restated 1987 Stock
Option Plan and ABR Information Services, Inc. 1993 Amended
and Restated Stock Option Plan
Ladies and Gentlemen:
This opinion is being furnished in connection with Amendment No. 1 to
the Registration Statement on Form S-8 (the "Registration Statement") of ABR
Information Services, Inc. (the "Company"), under the Securities Act of 1933,
as amended, for the registration of 413,388 additional shares of common stock
par value $0.01 (the "Shares") issuable pursuant to the ABR Information
Services, Inc. 1993 Amended and Restated Stock Option Plan (the "Plan").
We have examined and are familiar with the following:
A. Articles of Incorporation of the Company, as amended, as
filed in the Office of the Secretary of State of the State of Florida;
B. Bylaws of the Company;
C. The proceedings of the Board of Directors and shareholders
of the Company in connection with the adoption of the Plan and the amendment
thereof to include the Shares; and
D. Such other documents, Company records and matters of law as
we have deemed to be pertinent.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing under the laws of the State of Florida.
2. The Shares have been duly authorized and when issued in
accordance with the terms of the Plan will be duly and validly issued, fully
paid and nonassessable.
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ABR Information Services, Inc.
December 2, 1996
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5 in the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
FOLEY & LARDNER
By: /s/ Todd B. Pfister
---------------------------------
Todd B. Pfister
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EXHIBIT 23B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated September 13, 1996, accompanying the
consolidated financial statements of ABR Information Services, Inc. appearing
in the 1996 Annual Report of the Company to its shareholders and accompanying
the schedule included in the Annual Report on Form 10-K for the year ended July
31, 1996, which are incorporated by reference in this Registration Statement.
We consent to the incorporation by reference in the Registration Statement of
the aforementioned reports.
GRANT THORNTON LLP
Tampa, Florida
December 2, 1996
