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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABR INFORMATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
FLORIDA 59-3228107
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
34125 U.S. HIGHWAY 19 NORTH, PALM HARBOR, FLORIDA 34684-2116, (727) 785-2819
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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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, (727) 785-2819
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With a copy to:
TODD B. PFISTER, ESQ.
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602
(813) 229-2300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 1,198,008 shares $16.19 $19,395,749 $5,392.02
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</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based on
the average of the high and low prices of ABR Information Services, Inc.
common stock as reported on the Nasdaq National Market System on November
13, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
1,198,008 SHARES
(ABR LOGO)
COMMON STOCK
The shares of Common Stock of ABR Information Services, Inc. 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 Selling Shareholders may offer and sell all the shares 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 Common Stock of the Company is quoted on the Nasdaq National Market System
(the "Nasdaq National Market") under the symbol "ABRX." On November 13, 1998,
the last reported sale price of the Common Stock on the Nasdaq National Market
was $16 1/8 per share. Except as otherwise indicated, all information in this
Prospectus has been adjusted to reflect the three-for-two split of the Common
Stock completed February 1996 and the two-for-one split of the Common Stock
completed February 1997.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING SHARES OFFERED
HEREBY.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
<PAGE> 3
THE COMPANY
The Company, through its wholly-owned subsidiaries, ABR Benefits Services, Inc.,
Charing Company, Inc., Matthews, Malone & Associates, Ltd., Business Computer
Services, Inc., MidAtlantic 401(k) Services, Inc., Chowning, Ltd., Western
Pension Service Corporation and BMC Consultants, Inc., is a leading provider of
comprehensive benefits administration, payroll and human resource services to
employers seeking to outsource these functions. The Company's operating revenues
currently are generated from three sources: employee health and welfare
administration services; qualified plan administration services; and payroll and
human resource administration services. All services are offered on either an "a
la carte" or a total outsourcing basis, allowing customers to outsource certain
benefits administration tasks which they find too costly or burdensome to
perform in-house, or to outsource the entire benefits administration function.
Additionally, the Company generates non-operating revenue from the short-term
lease of its St. Petersburg, Florida facility through its wholly-owned
subsidiary, ABR Properties, Inc.
The first source of the Company's revenue is providing employee health and
welfare administration outsourcing services. In particular, the Company provides
portability (i.e., COBRA (the "Consolidated Omnibus Budget Reconciliation Act"),
HIPAA (the "Health Insurance Portability and Accountability Act of 1996") and
state-mandated continuation coverage) compliance services primarily through its
qualifying event agreements with employers and capitation agreements with
insurance companies. In addition, the Company generates health and welfare
administration services revenues by providing administration services for
benefits provided to active employees, including open enrollment, employee
enrollment and eligibility, and flexible spending account administration, along
with providing administration services for benefits provided to retired and
inactive employees, including retiree healthcare, disability, surviving
dependent, family leave and severance benefits. Most services are offered both
on a one-time and a continuous basis.
The second source of the Company's revenue is providing employee qualified plan
administration services, including 401(k) plan administration, profit sharing
administration, defined benefit plan administration, ESOP administration and
Qualified Domestic Relations Order ("QDRO") administration.
The third source of the Company's revenue is providing payroll and human
resource administration services, including tax deposit services and integrated
human resource solutions.
The Company provides portability (primarily COBRA and HIPAA) services through
the trade name CobraServ(R) and payroll and tax deposit services through the
trade name PayAmerica(R). The Company employs approximately 1,400 people in
marketing/operations centers in Florida, New Jersey, Virginia, Maryland,
California, Wisconsin, Pennsylvania, Arizona, South Carolina and Colorado.
The Company's principal executive offices are located at 34125 U.S. Highway 19
North, Palm Harbor, Florida 34684-2116, and its telephone number is
(727)785-2819.
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RECENT ACQUISITIONS
Since February 1, 1998, the Company has acquired seven benefits administration
companies. These acquisitions have enabled the Company to increase the range of
benefits administration services it provides, expand its geographic presence and
further decrease the Company's reliance on revenues from COBRA compliance
services. The recently completed acquisitions, all of which are accounted for
using the purchase method of accounting, are discussed below:
Wisconsin Acquisition. Effective February 1, 1998, the Company acquired all of
the outstanding capital stock of Charing Company, Inc., a Wisconsin corporation,
for $7.5 million in cash and an additional amount to be paid contingent upon
future earnings of Charing. Charing is located in Wisconsin and provides
qualified plan administration, Section 125 administration, consulting services
and comprehensive employee benefits statement reporting. For the twelve months
ended July 31, 1998, Charing generated revenues of approximately $3.0 million.
Arizona Acquisition. Effective February 1, 1998, the Company acquired all of
the outstanding capital stock of Matthews, Malone & Associates, Ltd., an Arizona
corporation, for $2.9 million in cash and an additional amount to be paid
contingent upon future earnings of Matthews/Malone. Matthews/Malone is located
in Arizona and provides defined benefit and defined contribution plan
administration services, as well as Section 125 administration and non-qualified
plan administration services. For the twelve months ended July 31, 1998,
Matthews/Malone generated revenues of approximately $3.0 million.
PayAmerica(R) Acquisition. Effective April 30, 1998, the Company acquired all
of the outstanding capital stock of Business Computer Services Inc. dba
PayAmerica(R), a Virginia corporation, in exchange for 1,198,008 shares of the
Company's common stock. PayAmerica(R) is headquartered in McLean, Virginia, and
also has offices in Maryland and New Jersey. PayAmerica(R) provides payroll and
tax deposit services, along with human resource administration services. For the
year ended December 31, 1997, PayAmerica(R) had revenues of approximately $8.6
million.
MidAtlantic Acquisition. Effective August 1, 1998, the Company acquired all of
the outstanding capital stock of MidAtlantic 401(k) Services, Inc., a Virginia
corporation, for cash in the amount of approximately $10.9 million and an
additional amount to be paid contingent upon future earnings of MidAtlantic.
Located in Midlothian, Virginia, MidAtlantic was a pioneer in the daily
valuation 401(k) field and is expected to generate approximately $4.0 million in
Qualified Plans revenue in fiscal 1999.
Chowning Acquisition. Effective October 22, 1998, the Company acquired all of
the outstanding capital stock of Chowning, Ltd., including its sole operating
subsidiary, The Barrington Group, Ltd., for $15.9 million in cash. Chowning is
headquartered in Milwaukee, Wisconsin, and has additional offices in Maryland,
Pennsylvania and California. The Barrington Group is one of the nation's largest
independent administrators of IRS Section 125 benefit plans (full cafeteria
plans, flexible spending accounts and pre-tax premium plans). For calendar 1998,
The Barrington Group expects revenues of approximately $10.0 million.
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Western Pension Acquisition. Effective October 1, 1998, the Company acquired
all of the outstanding capital stock of Western Pension Service Corporation for
$7.0 million in cash and an additional amount to be paid contingent upon future
earnings of Western Pension. Western Pension is headquartered in San Rafael,
California, and presently administers over 370 qualified retirement plans.
Western Pension is expected to generate revenues of approximately $2.5 million
for calendar year 1998.
Colorado Acquisition. Effective November 1, 1998, the Company acquired all of
the outstanding capital stock of BMC Consultants, Inc. for $3.0 million in cash
and an additional amount to be paid contingent upon future earnings of BMC. BMC
is headquartered in Englewood, Colorado, and presently provides services to over
1,700 defined contribution and defined benefit plans in the Rocky Mountain
region. BMC is expected to generate revenues of approximately $3.3 million for
calendar year 1998.
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RISK FACTORS
An investment in the Common Stock involves certain risk. You should consider
carefully the following factors, in addition to the other information included
in, or incorporated by reference into, this Prospectus before investing in the
shares.
Forward-looking statements contained in this Prospectus are subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995 and are
highly dependent upon a variety of important factors that could cause actual
results to differ materially from those reflected in such forward-looking
statements. When used in this document and documents referenced herein, the
words "intend," "anticipate," "believe," "estimate," and "expect" and similar
expressions as they relate to the Company are included to identify such
forward-looking statements. These forward-looking statements include statements
regarding, among other things: (i) the potential loss of material customers;
(ii) the failure to properly manage growth and successfully integrate acquired
businesses; (iii) the Company's financing plans; (iv) trends affecting the
Company's financial condition or results of operations; (v) the Company's growth
and operating strategies; (vi) the ability to attract and retain qualified
sales, information services and management personnel; (vii) the impact of
competition from new and existing competitors; (viii) the financial condition of
the Company's clients; (ix) potential increases in the Company's costs; (x) the
declaration and payment of dividends; (xi) the potential for unfavorable
interpretation of existing government regulations or new government legislation;
(xii) the development of a comprehensive and fully integrated suite of benefits
administrative services; (xiii) the sufficiency of the Company's back-up
facilities and disaster recovery procedures; (xiv) the ability of the Company
and its significant suppliers and large customers to address the Year 2000
Issue; (xv) the Company's ability to minimize the impact of interest rate
fluctuations; and (xvi) the outcome of certain litigation involving the Company.
These forward-looking statements are based largely on the Company's current
expectations and are subject to a number of risks and uncertainties, including
without limitation, those identified under "Risks Factors" and other risks and
uncertainties indicated from time to time in the Company's filings with the SEC.
Actual results could differ materially from these forward-looking statements. In
addition, important factors to consider in evaluating such forward-looking
statements include changes in external market factors, changes in the Company's
business or growth strategy or an inability to execute its strategy due to
changes in its industry or the economy generally, the emergence of new or
growing competitors and various other competitive factors. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this Prospectus will in fact occur.
ABILITY TO GROW AND EXPAND SERVICES
The Company's growth strategy depends on its ability to increase its share of
the market for various lines 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.
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RECENT ACQUISITIONS AND IMPLEMENTATION OF ACQUISITION STRATEGY
The Company has recently completed seven acquisitions of benefits administration
businesses and intends to continue 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. Currently, the
Company has no arrangements or understandings with any party with respect to any
acquisition. The Company continues to monitor acquisition opportunities. See
"Recent Acquisitions."
MANAGEMENT OF GROWTH
The Company's business has grown significantly in size and complexity over the
past four years. The Company's number of employees has increased from
approximately 900 at the end of fiscal 1997 to approximately 1,400 at the end of
fiscal 1998. This growth has placed, and is expected to continue to place,
significant demands on the Company's management, systems and internal controls.
To meet such demands, the Company intends to continue to hire new employees,
increase expenditures on research and development, and invest in new equipment
and make other capital expenditures. In addition, the Company expects that it
will need to develop further its financial and managerial controls and reporting
systems and procedures to accommodate any future growth. Failure to expand any
of the foregoing areas in an efficient manner could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company's growth may depend to some extent on its ability to successfully
complete strategic acquisitions or investments to expand or complement its
existing business. There can be no assurance that suitable acquisitions or
investments can be identified, consummated or successfully integrated into the
Company's operations. Any inability to manage growth effectively could have a
material adverse effect on the Company's business, financial condition and
results of operations.
DEPENDENCE ON TREND TOWARD OUTSOURCING
The Company's business and growth depend in large upon the trend toward
outsourcing support services. These can be no assurance that this trend will
continue, as organizations may elect to perform such services in-house. A
significant change in the direction of this trend could have a material adverse
effect upon the Company. Additionally, there can be no assurance that the
Company's cross-selling efforts will cause its customers to purchase additional
services from the Company or adopt a single-source outsourcing approach.
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DEPENDENCE ON KEY CUSTOMERS
Approximately 39.7%, 33.5% and 36.1% of the Company's revenues in fiscal 1996,
1997 and 1998, respectively, were attributable to the Company's ten largest
customers. During fiscal 1996, 1997 and 1998, General Electric Company accounted
for approximately 15.0%, 14.5% and 10.5%, respectively, of the Company's
revenues. In December, 1995, the Company entered into a four-year contract with
this customer. This contract was renewed for an additional three-year term in
fiscal 1998. The Company's loss of any of its large customers, including General
Electric Company, could have a material adverse effect on the Company.
DEPENDENCE ON PORTABILITY
The Company's business is highly dependent on portability compliance services
related primarily to COBRA and HIPAA. During each of the fiscal years ended July
31, 1996, 1997, and 1998, the Company derived approximately 69.9%, 65.6% and
54.7%, respectively, of its revenues from COBRA and HIPAA compliance services.
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. HIPAA was enacted in 1996 and is also subject to amendment,
interpretation and regulation. While the impact of future legislative and
regulatory changes affecting COBRA and HIPAA cannot be determined, any material
modification of the federal laws and regulations governing such statutes could
have, and the enactment of laws or regulations substantially reducing or
eliminating COBRA, HIPAA, or similar continuation benefits would have, a
material adverse effect on the Company.
RISKS ASSOCIATED WITH THE DEVELOPMENT AND INTRODUCTION OF NEW OR ENHANCED
SERVICES
The Company's future business, financial condition and results of operations
will continue to depend upon the Company's ability to add new services or
enhancements to existing services that address the needs of the market. Failure
by the Company to successfully design, develop, integrate and introduce new
services or enhancements on a timely basis could prevent the Company from
maintaining existing client relationships, gaining new clients or expanding its
markets and could have a material adverse effect on the Company's business,
financial condition and results of operations.
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. The Company's primary data center is
located in Florida and protected by a fire extinguishing system. The data center
is supported by two centralized UPS (uninterruptible power supply) systems that
provide short-term battery backup in the event of a power outage, reduced
voltage or power surge, and dual phone and electric feeds from adjacent, but
separate, power grids. Further back-up power is supplied for the primary data
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center by a diesel powered generator, which could continuously power the data
center for 5-7 days. In addition, the facility which houses the data center is
built to withstand 130+ mile per hour wind and is approximately 35 feet above
sea level. Multiple layers of password and access authorization are imposed to
prevent unauthorized access, use or distribution of information. The Company
maintains log-in records of all users, restricts certain key record fields and
maintains audit trial records of all changes. Software and related data files
are backed up three times a day and stored off-site at multiple locations.
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.
RELIANCE ON PROPRIETARY TECHNOLOGY
The Company provides the majority of its services to customers using proprietary
software that is owned by the Company and not licensed to others. The Company
utilizes certain third-party software to service a portion of its qualified
plans operations. The Company's major programming initiatives include MAX
Version II, an Enhanced Enrollment and Eligibility software platform, and
Freedom, an enhanced integrated Payroll/HR platform which will be linked with
MAX Version II. When completed, MAX Version II is expected to supersede the
Company's existing Version I software and add greater synergy and scalability to
the Company's existing product lines. No assurances can be given, however, that
MAX Version II or Freedom will perform as anticipated or will be adequate to
meet the Company's and its customers' future needs. Certain elements of MAX
Version II were placed on-line in October 1998 and further programming is
expected to continue through calendar 1999. Nevertheless, there can be no
assurances that the development and implementation of MAX Version II will be
completed on a timely and cost-effective basis, and the failure to do so could
have a material adverse effect on the Company's business, financial condition
and results of operations. Moreover, there can be no assurance that any of 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 and/or employment and severance 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
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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, and
James P. O'Drobinak, Senior Vice President and Chief Financial Officer, in the
amount of $2.0 million and $300,000, respectively.
SUBSTANTIAL COMPETITION
The market for the Company's services is highly competitive, subject to rapid
change and significantly affected by new service introductions and other market
activities of industry participants. With respect to benefits administration
services, the Company's existing competitors include insurance companies,
third-party administrators and other outsourcing service companies. Certain of
the Company's existing competitors, as well as a number of potential
competitors, have longer operating histories, greater financial, technical,
marketing and other resources, greater name recognition and a larger number of
clients 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 and payroll 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. The Company has experienced, and expects to continue
to experience, competition from new entrants into its markets. Increased
competition, the failure of the Company to compete successfully, pricing
pressures, loss of market share and loss of clients could have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company believes that the most significant competitive factors in the sale
of its services include quality, reliability of services and integrity of data
provided, flexibility in tailoring services to client needs, assumption of
certain responsibilities for compliance with complex laws and regulations,
experience, reputation, comprehensive services, integrated services and price.
POTENTIAL LEGAL LIABILITY AS A PORTABILITY ADMINISTRATOR
The Company is subject to potential legal liability as a provider of portability
compliance services. 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
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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.
As a provider of HIPAA compliance and administration services, the Company is
subject to ERISA penalties for noncompliance with certain provisions of HIPAA.
Under the Company's service agreements with its customers, the Company assumes
financial responsibility for the payment of penalties assessed against its
customers arising out of the Company's failure to comply with HIPAA, unless such
penalties are attributable to the customer's failure to comply with HIPAA or
with the terms of its agreement with the Company. Under ERISA, employers that
are subject to HIPAA are liable for penalties at the rate of $110 per "qualified
beneficiary" for each day during which the customer's group healthcare plan is
in noncompliance. These liabilities could, in certain cases, be substantial.
Although there can be no assurance that the Company will not incur any material
liability for noncompliance with HIPAA or for its failure to comply with its
agreement with any customer, as of July 31, 1998 the Company had 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.
RISKS ASSOCIATED WITH PAYROLL TAX FILING SERVICE AND BENEFITS ADMINISTRATION
SERVICES
The Company's payroll tax filing service is subject to various risks resulting
from errors and omissions in filing client tax returns and paying tax
liabilities owed to tax authorities on behalf of clients. The Company's clients
transfer to the Company contributed employer and employee tax funds. The Company
processes the data received from the clients and remits the funds along with a
tax return to the appropriate tax authorities when due. Tracking, processing and
paying such tax liabilities is complex. Errors and omissions have occurred in
the past and may occur in the future in connection with such service. The
Company is subject to large cash penalties imposed by tax authorities for late
filings or underpayment of taxes. To date, such penalties have not been
significant. However, there can be no assurance that any liabilities associated
with such penalties will not have a material adverse effect on the Company's
business, financial condition and results of operations. There can be no
assurance that the Company's reserves or insurance for such penalties will be
adequate. In addition, failure by the Company to make timely or accurate tax
return filings or pay tax liabilities when due on behalf of clients may damage
the Company's reputation and could adversely affect its relationships with
existing clients and its ability to gain new clients.
The Company's payroll tax filing service is also dependent upon government
regulations, which are subject to continual changes. Failure by the Company to
implement these changes into its services and technology in a timely manner
could have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, since the Company derives
significant revenue from interest earned from investment of collected but
unremitted payroll tax funds, changes in policies relating to withholding
federal or state income taxes or reduction in the time allowed for taxpayers to
remit
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payment for taxes owed to government authorities could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company's benefits administration services are subject to various risks
resulting from errors and omissions in processing and filing COBRA or other
benefit plan forms in accordance with governmental regulations and respective
plans. The Company processes data received from employees and employers and is
subject to penalties for any late or misfiled plan forms. There can be no
assurance the Company's reserves or insurance for such penalties will be
adequate. In addition, failure to properly file plan forms would have a material
adverse effect on the Company's reputation, which could adversely affect its
relationships with existing clients and its ability to gain new clients. The
Company's benefits administration services are also dependent upon government
regulations which are subject to continuous changes that could reduce or
eliminate the need for benefits administration services.
The Company has access to confidential information and to client funds. As a
result, the Company is subject to potential claims by its clients for the
actions of the Company's employees arising from damages to the client's business
or otherwise. There can be no assurance that the Company's fidelity bond and
errors and omissions insurance will be adequate to cover any such claims. Such
claims could have a material adverse effect on the Company's business, financial
condition and results of operations.
INVESTMENT RISKS
The Company invests funds, including payroll tax funds transferred to it by
clients and COBRA premiums paid by continuants, until the Company remits the
funds to tax authorities or back to the continuants' former employers,
respectively, when due. The Company typically invests these funds, as well as
its own cash balances, in short-term financial instruments such as AA or better
rated fixed-income municipal instruments. These investments are exposed to
several risks, including credit risks from the possible inability of the
borrowers to meet the terms of their obligations under the financial
instruments. The Company would be liable for any losses on such investments.
SEASONALITY
Certain of the Company's business is characterized by significant seasonality.
As a result, the Company's revenue will be subject to seasonal fluctuations,
with the largest increases in annual revenue occurring in the Company's second
and third fiscal quarters. During these quarters, new customers beginning
flexible spending accounts, qualified plans and payroll services are likely to
start services with the Company to coincide with the start of the tax (calendar)
year. Also, qualified plans and payroll services customers generally require
additional compliance related work after the end of the tax year. Open
enrollment services similarly occur annually, prior to the start of the new
benefits (calendar) year.
NEED TO ATTRACT AND RETAIN EXPERIENCED PERSONNEL
The Company's success depends to a significant degree on its ability to attract
and retain experienced employees. There is substantial competition for
experienced personnel, which the Company expects to continue. Many of the
companies with which the Company competes for experienced personnel have greater
financial and other resources than the
11
<PAGE> 13
Company. The Company has in the past and may in the future experience difficulty
in recruiting sufficient numbers of qualified personnel. In particular, the
Company's ability to find and train implementation employees is critical to the
Company's ability to achieve its growth objectives. The inability to attract and
retain experienced personnel as required could have a material adverse effect on
the Company's business, financial condition and results of operations.
LIMITATIONS ON PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Company's success is dependent in part upon its proprietary software
technology. The Company relies upon a combination of contract provisions and
trade secret laws to protect its proprietary technology. The Company attempts to
protect its trade secrets and other proprietary information through agreements
with employees and consultants. The Company does not hold any patents and does
not have any patent applications pending. There can be no assurance that the
steps taken by the Company to protect its proprietary technology will be
adequate to deter misappropriation of its proprietary rights or third party
development of similar proprietary software. Similarly, there can be no
assurance that the steps taken by the Company in this regard will be adequate to
deter misappropriation or independent third-party development of the Company's
technology. There can be no assurance that the Company's services and technology
do not infringe any existing patents, copyrights or other proprietary rights of
others, or that third parties will not assert infringement claims in the future.
If any such claims are asserted and upheld, the costs of defense could be
substantial and any resulting liability to the Company could have a material
adverse effect on the Company's business, financial condition and results of
operations.
DEPENDENCE ON THIRD-PARTY PROVIDERS
The Company depends on third-party courier services to deliver paychecks to
clients. Such courier services have been in the past and may be in the future
unable to timely pick up or deliver the paychecks from the Company to its
clients for a variety of reasons, including employee strikes, storms or other
adverse weather conditions, earthquakes or other natural disasters, logistical
or mechanical failures or accidents. Failure by the Company to deliver client
paychecks on a timely basis could damage the Company's reputation and have a
material adverse effect on the Company's business, financial condition and
results of operations.
YEAR 2000 COMPLIANCE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. In 1996, the Company
initiated the process of modifying existing software programs to become Year
2000 compliant. Management has determined that the Year 2000 issue will not pose
a significant operational problem for its computer systems.
The Company is utilizing both internal and external resources to test and
reprogram, or replace, the software for Year 2000 compliance. The Company is
also in the process of identifying non-IT systems in which Year 2000 problems
could be embedded, testing those systems for Year 2000 compliance, and
correcting or replacing those systems having Year 2000 problems. The Company
anticipates completing the Year 2000 project for both IT
12
<PAGE> 14
and non-IT systems no later than March 1999, which is prior to any anticipated
impact on its operating systems. The total cost of the Year 2000 project is
estimated at approximately $250,000. Approximately $100,000 in costs has been
incurred to date. These costs are being funded through operating cash flows and
are not expected to have a material effect on the results of operations. All
costs associated with this conversion are being expensed as incurred.
The cost of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third party modification plans
and other factors. However, there can be no guarantee that these estimates will
be achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remediate
their own Year 2000 issues. While some suppliers and customers have responded
affirmatively, a majority have not as yet provided the necessary feedback. There
can be no guarantee that the systems of other companies on which the Company's
systems rely will be timely converted and will not have a material adverse
effect on the Company's systems and in turn, the Company's business, financial
condition and results of operations.
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.
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 significant volatility in its market price
since the Company's initial public offering in May 1994. The Company believes
that various factors
13
<PAGE> 15
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 in
the future.
DIVIDEND POLICY
The Company has never declared or 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. Any payments of future
dividends and the amounts thereof will be dependent upon the Company's earnings,
financial requirements and other factors deemed relevant by the Board of
Directors.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
Common Stock. See "Selling Shareholders" and "Plan of Distribution."
14
<PAGE> 16
SELLING SHAREHOLDERS
The following table sets forth certain information concerning the Selling
Shareholders:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED MAXIMUM OWNED AFTER
PRIOR TO OFFERING NUMBER OF OFFERING(1)
------------------- SHARES BEING -------------------
NAME SHARES PERCENT OFFERED SHARES PERCENT
---- --------- ------- ------------ ------- --------
<S> <C> <C> <C> <C> <C>
Joseph M. Speroni(2)........... 219,857 * 219,857 -- --
Paul J. Speroni(3)............. 238,995 * 238,995 -- --
Robert S. Speroni(4)........... 169,526 * 169,526 -- --
Stephen J. Speroni(5).......... 63,229 * 63,229 -- --
Joseph F. Speroni(6)........... 63,229 * 63,229 -- --
David M. Speroni(7)............ 63,229 * 63,229 -- --
Richard B. Speroni(8).......... 63,229 * 63,229 -- --
Rex Haverty(9)................. 112,029 * 112,029 -- --
E. Hale Waller(10)............. 126,966 * 126,966 -- --
Nikky Losapio(11).............. 59,749 * 59,749 -- --
Christopher Mantua(12)......... 17,970 * 17,970 -- --
Total................ 1,198,008 4.2% 1,198,008 -- --
</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) Joseph M. Speroni was Chairman of the Board and President of PayAmerica
prior to the PayAmerica acquisition and has served as President of
PayAmerica since such acquisition.
(3) Paul J. Speroni is the Vice President -- Sales/Marketing of PayAmerica and
has served in such capacity since prior to the PayAmerica acquisition.
(4) Robert S. Speroni is the Vice President -- Information Systems of
PayAmerica and has served in such capacity since prior to the PayAmerica
acquisition.
(5) Stephen J. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(6) Joseph F. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(7) David M. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(8) Richard B. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(9) Rex Haverty was an officer of PayAmerica prior to the PayAmerica
acquisition and has since retired.
(10) E. Hale Waller is the Vice President -- Operations of PayAmerica and has
served in such capacity since prior to the PayAmerica acquisition.
(11) Nikky Losapio is an employee of PayAmerica and has served in such capacity
since prior to the PayAmerica acquisition.
(12) Christopher Mantua is the Vice President -- Client Implementation and
Training of PayAmerica and has served in such capacity since prior to the
PayAmerica acquisition.
15
<PAGE> 17
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 participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available to the public from the SEC's
Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this Prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:
1. Annual Report on Form 10-K for the fiscal year ended July 31, 1998;
2. Proxy Statement, dated November 16, 1998, for the 1998 Annual Meeting of
Shareholders; and
3. The description of the Common Stock set forth in the Registration
Statement on Form 8-A dated May 25, 1994.
16
<PAGE> 18
You may request a copy of these filings, at no cost, by writing or telephoning
our Chief Financial Officer at the following address:
ABR Information Services, Inc.
34125 U.S. Highway 19 North
Palm Harbor, Florida 34684-2116
(727) 785-2819
This Prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this Prospectus is
accurate as of any date other than the date on the front of the document.
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 and schedule of the Company included in
the Company's Annual Report on Form 10-K for the year ended July 31, 1998 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 and schedule are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
17
<PAGE> 19
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE 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 SHARES OF COMMON STOCK OFFERED BY THIS
PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SUCH SHARES OF COMMON STOCK 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
-------------------------
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company.................... 2
Recent Acquisitions............ 3
Risk Factors................... 5
Use of Proceeds................ 14
Selling Shareholders........... 15
Plan of Distribution........... 16
Where You Can Find More
Information.................. 16
Legal Matters.................. 17
Experts........................ 17
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
1,198,008 Shares
LOGO
Common Stock
-------------------------
PROSPECTUS
-------------------------
, 1998
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF INSURANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............... $ 5,392.02
Accountants' fees and expenses.............................. 5,000.00
Legal fees and expenses..................................... 10,000.00
Miscellaneous............................................... 5,000.00
----------
Total............................................. $25,392.02
==========
</TABLE>
- -------------------------
All of the fees, costs and expenses set forth above will be paid by the Company.
Other than the SEC filing fee, all fees and expenses are estimated.
ITEM 15. 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 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 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.
The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify directors and executive officers to the fullest extent now or
hereafter permitted by the Florida Act. In addition, the Company may enter into
Indemnification Agreements with its directors and executive officers in which
the Company has agreed to indemnify such persons to the fullest extent now or
hereafter permitted by the Florida Act.
The indemnification provided by the Florida Business Corporation 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 extend to, among other
things, liability arising under the Securities Act of 1933, as amended (the
"Securities Act").
II-1
<PAGE> 21
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<C> <C> <S>
4.1 -- Specimen Certificate for the Common Stock of ABR Information
Services, Inc.*
5.1 -- Opinion of Foley & Lardner as to the legality of the
securities.
23.1 -- Consent of Foley & Lardner (included in Exhibit 5.1).
23.2 -- Consent of Grant Thornton LLP.
24.1 -- Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
- -------------------------
* Previously filed as part of the Company's Form S-1 Registration Statement (No.
33-76922) dated May 26, 1994 and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 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 a 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 Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(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;
(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; and
(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;
II-2
<PAGE> 22
Provided, however, that paragraphs (1)(i) and ((1)(ii) above do not apply if 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 registrant pursuant to section 13 or section or section 15(d)
of the Securities Exchange Act of 1934 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.
(4) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rules 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(5) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed anew 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.
(6) 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 19340 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 e the
initial bona fide offering thereof.
II-3
<PAGE> 23
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-3 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 this 16th day of
November, 1998.
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 below by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below constitutes
and appoints James E. MacDougald and James P. O'Drobinak, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents,
each 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,
including any amendment or registration statement filed pursuant to Rule 462,
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 and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES E. MACDOUGALD Chairman of the Board, November 16, 1998
- ------------------------------------------ President and Chief Executive
James E. MacDougald Officer and Director
(Principal Executive Officer)
/s/ JAMES P. O'DROBINAK Senior Vice President and November 16, 1998
- ------------------------------------------ Chief Financial Officer
James P. O'Drobinak (Principal Financial and
Accounting Officer)
/s/ SUZANNE M. MACDOUGALD Senior Vice President, November 16, 1998
- ------------------------------------------ Secretary and Director
Suzanne M. MacDougald
/s/ THOMAS F. COSTELLO Director November 16, 1998
- ------------------------------------------
Thomas F. Costello
/s/ MARK M. GOLDMAN Director November 16, 1998
- ------------------------------------------
Mark M. Goldman
/s/ PETER A. SULLIVAN Director November 16, 1998
- ------------------------------------------
Peter A. Sullivan
</TABLE>
II-4
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<C> <C> <S>
4.1 -- Specimen Certificate for the Common Stock of ABR Information
Services, Inc.*
5.1 -- Opinion of Foley & Lardner as to the legality of the
securities.
23.1 -- Consent of Foley & Lardner (included in Exhibit 5.1).
23.2 -- Consent of Grant Thornton LLP.
24.1 -- Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
- -------------------------
* Previously filed as part of the Company's Form S-1 Registration Statement
(Reg. No. 33-76922) dated May 26, 1994 and incorporated herein by reference.
S-1
<PAGE> 1
Exhibit 5.1
[FOLEY & LARDNER LETTERHEAD]
November 16, 1998
Board of Directors
ABR Information Services, Inc.
34125 U.S. Highway 19 North
Palm Harbor, Florida 34684-2116
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (the "Registration Statement"), of ABR Information
Services, Inc. (the "Company"), under the Securities Act of 1933, as amended
(the "Act"), for the registration of 1,198,008 shares of common stock, par
value $.01 (the "Shares").
As counsel for the Company, we have examined and are familiar with (a) the
Articles of Incorporation and Bylaws of the Company; (b) the proceedings of the
Board of Directors of the Company relating to the issuance of the Shares; (c) a
certificate of an officer of the Company as to certain factual matters; and (d)
such other Company records, documents and matters of law as we have deemed to be
pertinent. The opinions expressed herein are based exclusively on the
applicable provisions of the Florida Business Corporation Act, Chapter 607 of
the Florida Statutes, as in effect on the date hereof, and we express no opinion
as to any other laws, statutes, regulations or ordinances.
In our examination of the foregoing documents and certificates, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity with the original documents of all
documents submitted to us as certified, telecopied, photostatic or reproduced
copies, and the authenticity of all such copies. In addition, we have relied
expressly on the presumption of regularity and continuity with respect to the
corporate records of the Company.
Based upon, subject to and limited by the foregoing, it is our opinion
that:
1. The Company was organized and its status is active under the laws of
the State of Florida.
2. The Shares have been legally issued and are fully paid and
non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus. 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 Act or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
FOLEY & LARDNER
By: /s/ Todd B. Pfister
--------------------------------
Todd B. Pfister
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated November 11, 1998, accompanying the
consolidated financial statements and accompanying schedule of ABR Information
Services, Inc. included in the Annual Report on Form 10-K for the year ended
July 31, 1998, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports and to the use of our name as it appears
under the caption "Experts."
GRANT THORNTON LLP
Tampa, Florida
November 16, 1998
