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As filed with the Securities and Exchange Commission on December 3, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
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. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
AND
ABR INFORMATION SERVICES, INC. 1996 NON-EMPLOYEE DIRECTOR 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(2) offering price(2) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 15,000 $13.53 $202,950 $61.50
$0.01 par value shares
- ------------------------------------------------------------------------------------------------------------
Common Stock, 200,000 $42.75 $8,550,000 $2,590.91
$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 Plans.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, the amounts shown are based (i) on 15,000 shares subject
to outstanding options under the 1995 Non-Employee Director Stock
Option Plan having an exercise price of $13.53 per share, (ii) and
200,000 shares reserved for grants under the 1996 Non-Employee
Director Stock Option Plan, the registration fee for which 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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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
July 31, 1996, including portions of the registrant's definitive proxy
statement, as supplemented, for its annual meeting of stockholders to
be held in December 1996 to the extent specifically incorporated
therein;
(b) The description of the registrant's Common Stock, par
value $0.01 per share set forth under the caption "Description of
Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A (No. 0-24132) filed under the
Securities Exchange Act of 1934; and
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock being offered hereby have been sold or which deregisters
all shares of Common Stock then remaining unsold shall be deemed incorporated
by reference in this registration statement and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the
corporation in related capacities) for liabilities, including legal expenses,
arising by reason of service in such capacity if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and in any criminal
proceeding if such person had no reasonable cause to believe his or her conduct
was unlawful. However, in the case of actions brought by or in the right of the
corporation, no indemnification may be made with respect to any matter as to
which such director or officer shall have been adjudged liable, except in
certain limited circumstances.
Article VI of the Company's Articles of Incorporation and Article X of
the Company's Bylaws provide that the Company shall indemnify directors and
executive officers to the fullest extent now or
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hereafter permitted by the Florida Act. In addition, the Company may enter
into indemnification agreements with its directors and executive officers in
which the Registrant has agreed to indemnify such persons to the fullest extent
now or hereafter permitted by the Florida Act.
The indemnification provided by the Florida Act and the Company's
Bylaws is not exclusive of any other rights to which a director or officer may
be entitled. The general effect of the foregoing provisions may be to reduce
the circumstances which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
The Company may obtain a liability insurance policy for its directors
and officers as permitted by the Florida Act which may extent to, among other
things, liability arising under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4A. ABR Information Services, Inc. 1995 Non-Employee Director
Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
Form 10-K for the fiscal year ended July 31, 1996 and
incorporated herein by reference)
4B. ABR Information Services, Inc. 1996 Non-Employee Director
Stock Option Plan (Filed as Exhibit B to the Registrant's
preliminary proxy statement for the annual meeting of
shareholders to be held December 6, 1996, 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 signature page of this
registration statement)
ITEM 8. UNDERTAKINGS
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new
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registration statement relating to the securities offered therein, and the
offering of such securities at the 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant'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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Articles of Incorporation or Bylaws of the
registrant or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by the director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 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, 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 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
SPECIAL POWER OF ATTORNEY
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. 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
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Date: December 2, 1996 /s/ Thomas F. Costello
------------------------------------
Thomas F. Costello, Director
Date: December 2, 1996 /s/ Mark M. Goldman
------------------------------------
Mark M. Goldman, Director
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EXHIBIT INDEX
ITEM 8. EXHIBITS.
4A. ABR Information Services, Inc. 1995 Non-Employee Director
Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
Form 10-K for the fiscal year ended July 31, 1996 and
incorporated herein by reference)
4B. ABR Information Services, Inc. 1996 Non-Employee Director
Stock Option Plan (Filed as Exhibit B to the Registrant's
preliminary proxy statement for the annual meeting of
shareholders to be held December 6, 1996, 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 signature page of this
registration statement)
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FOLEY & LARDNER EXHIBIT 5
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 34684-2118
Re: Registration Statement on Form S-8 Relating to Shares of
Common Stock Issuable Pursuant to ABR Information Services,
Inc. 1995 Non-Employee Director Stock Option Plan and ABR
Information Services, Inc. 1996 Non-Employee Director Stock
Option Plan
Ladies and Gentlemen:
This opinion is being furnished in connection with 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 15,000 shares of common stock, par value $0.01 issuable
pursuant to the ABR Information Services, Inc. 1995 Non-Employee Director
Stock Option Plan (the "1995 Plan") and 200,000 shares of common stock par
value $0.01 issuable pursuant to the ABR Information Services, Inc. 1996
Non-Employee Director Stock Option Plan (the "1996 Plan" and together with the
1995 Plan, the "Plans"). (The shares of common stock covered by the Plans are
referred to as the "Shares.")
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, as amended, of the Company;
C. The proceedings of the Board of Directors and shareholders of
the Company in connection with the adoption of each of the Plans; 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.
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ABR Information Services, Inc.
December 2, 1996
Page 2
2. The Shares have been duly authorized and when issued in
accordance with the terms of the respective Plans will be duly and validly
issued, fully paid and nonassessable.
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
