As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OVID TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3333-107
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
333 SEVENTH AVENUE
NEW YORK, NEW YORK 10001
(212) 563-3006
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
OVID TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN
(Full title of the plan)
----------------
JERRY P. MCAULIFFE
OVID TECHNOLOGIES, INC.
333 SEVENTH AVENUE
NEW YORK, NEW YORK 10001
(212) 563-3006
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
SHELDON G. NUSSBAUM, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: On or after
the effective date of this Registration Statement.
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per share aggregate offering price (2) registration fee
----------------- -------------- ------------------------ ---------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value. 300,000 shares $9.25 $2,775,000.00 $956.90
</TABLE>
(1) An additional indeterminable number of shares are also being registered
to cover any adjustments required by anti-dilution provisions in the
number of shares issuable upon the exercise of options granted under the
Ovid Technologies, Inc. 1993 Stock Option Plan.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the product resulting from multiplying
300,000, the number of shares of Common Stock registered by the
Registration Statement as to which options may be granted under the Ovid
Technologies, Inc. 1993 Stock Option Plan, by $9.25, the average of the
high and low prices of the Common Stock as reported on the Nasdaq
National Market on August 19, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8
(Registration No. 33-90278) of Ovid Technologies, Inc., formerly known as CDP
Technologies, Inc., as filed with the Securities and Exchange Commission on
March 13, 1995, are incorporated herein by reference.
II-1
<PAGE>
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 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 New York, State of New York, on this
22nd day of August, 1996.
OVID TECHNOLOGIES, INC.
/s/ Mark L. Nelson
--------------------------------------------------
By: Mark L. Nelson
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Mark L. Nelson, Martin F. Kahn and
Jerry P. McAuliffe and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitutions, 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 to file the
same with all exhibits thereto and all 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 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 attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
---------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
DATE
--------- ------
- ----
/s/ Mark L. Nelson President, Chief
August 22, 1996
- -------------------------- Executive Officer
(Mark L. Nelson) (Principal Executive
Officer) and Director
/s/ Jerry P. McAuliffe Chief Financial Officer
August 22, 1996
- -------------------------- (Principal Financial and
(Jerry P. McAuliffe) Accounting Officer)
/s/ Martin F. Kahn Chairman of the
August 22, 1996
- -------------------------- Board of Directors
(Martin F. Kahn)
II-2
<PAGE>
/s/ Deborah M. Hull Chief Operating Officer
August 22, 1996
- -------------------------- and Director
(Deborah M. Hull)
/s/ John J. Hanley Director
August 22, 1996
- --------------------------
(John J. Hanley)
- -------------------------- Director
(Harry A. Diakoff)
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- ------------
4 Ovid Technologies, Inc. 1993 Stock Option Plan, as amended
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
24 Power of Attorney (included in signature page)
Exhibit 4
OVID TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Ovid Technologies, Inc. 1993
Stock Option Plan (the "Plan") is to enable Ovid Technologies, Inc. (the
"Company") and its stockholders to secure the benefits of common stock
ownership by key personnel of the Company and its subsidiaries. The Board of
Directors of the Company (the "Board") believes that the granting of options
under the Plan will foster the Company's ability to attract, retain and
motivate those individuals who will be largely responsible for the
profitability and long-term future growth of the Company.
2. STOCK SUBJECT TO THE PLAN. The Company may issue and
sell a total of 750,000 shares of its common stock (the "Common Stock")
pursuant to the Plan. Such shares may be either authorized and unissued or
held by the Company in its treasury. New options may be granted under the Plan
with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.
3. ADMINISTRATION. The Plan will be administered by a
committee (the "Committee") consisting of at least two directors appointed by
and serving at the pleasure of the Board (or, if there is only one director,
the Committee shall consist of the sole director). After the Company's Common
Stock is registered under Section 12 of the Securities Exchange Act of 1934,
the members of the Committee shall be "disinterested directors" within the
meaning and for the purposes of Rule 16(b)-3 under the Securities Exchange Act
of 1934. Subject to the provisions of the Plan, the
1
<PAGE>
Committee, acting in its sole and absolute discretion, will have full power
and authority to grant options under the Plan, to interpret the provisions of
the Plan, to fix and interpret the provisions of option agreements made under
the Plan, to supervise the administration of the Plan, and to take such other
action as may be necessary or desirable in order to carry out the provisions
of the Plan. A majority of the members of the Committee will constitute a
quorum. The Committee may act by the vote of a majority of its members present
at a meeting at which there is a quorum or by unanimous written consent. The
decision of the Committee as to any disputed question, including questions of
construction, interpretation and administration, will be final and conclusive
on all persons. The Committee will keep a record of its proceedings and acts
and will keep or cause to be kept such books and records as may be necessary
in connection with the proper administration of the Plan.
4. ELIGIBILITY. Options may be granted under the Plan to
present or future key employees of the Company or a subsidiary of the Company
(a "Subsidiary") within the meaning of Section 424(f) of the Internal Revenue
Code of 1986 (the "Code"), and to directors of and consultants to the Company
or a Subsidiary who are not employees. Subject to the provisions of the Plan,
the Committee may from time to time select the persons to whom options will be
granted, and will fix the number of shares covered by each such option and
establish the terms and conditions thereof (including, without limitation, the
exercise price, restrictions on exercisability of the option and/or on the
disposition of the shares of Common Stock issued upon exercise thereof, and
whether or not the option is to be treated as an incentive stock option within
the meaning of Section 422 of the Code (an "Incentive Stock Option").
2
<PAGE>
5. TERMS AND CONDITIONS OF OPTIONS. Each option granted
under the Plan will be evidenced by a written agreement in a form approved by
the Committee. Each such option will be subject to the terms and conditions
set forth in this paragraph and such additional terms and conditions not
inconsistent with the Plan as the Committee deems appropriate.
a. OPTION EXERCISE PRICE. In the case of an option which is
not treated as an Incentive Stock Option, the exercise price per share may not
be less than the par value of a share of Common Stock on the date the option
is granted; and, in the case of an Incentive Stock Option, the exercise price
per share may not be less than 100% of the fair market value of a share of
Common Stock on the date the option is granted (110% in the case of an
optionee who, at the time the option is granted, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or a Subsidiary (a "ten percent shareholder")). For purposes hereof,
the fair market value of a share of Common Stock on any date will be equal to
the closing sale price per share as published by a national securities
exchange on which shares of the Common Stock are traded on such date or, if
there is no sale of Common Stock on such date, the average of the bid and
asked prices on such exchange at the closing of trading on such date or, if
shares of the Common Stock are not listed on a national securities exchange on
such date, the closing price or, if none, the average of the bid and asked
prices in the over the counter market at the close of trading on such date, or
if the Common Stock is not traded on a national securities exchange or the
over the counter market, the fair market value of a share of the Common Stock
on such date as determined in good faith by the Committee.
3
<PAGE>
b. OPTION PERIOD. The period during which an option may be
exercised will be fixed by the Committee and will not exceed ten years from
the date the option is granted (five years in the case of an Incentive Stock
Option granted to a "ten percent shareholder").
c. EXERCISE OF OPTIONS.
(1) GENERAL. No option will become exercisable unless the
person to whom the option was granted remains in the continuous employ or
service of the Company or a Subsidiary for at least six months (or for such
longer period as the Committee may designate) from the date the option is
granted. The Committee may determine and set forth in the option agreement any
additional vesting or other restrictions on the exercisability of an option,
subject to earlier termination of the option as provided herein. All or part
of the exercisable portion of an option may be exercised at any time during
the option period. An option may be exercised by transmitting to the Company
(a) a written notice specifying the number of shares to be purchased, and (b)
payment of the exercise price (or, if applicable, delivery of a secured
obligation therefor), together with the amount, if any, deemed necessary by
the Committee to enable the Company to satisfy its income tax withholding
obligations with respect to such exercise (unless other arrangements
acceptable to the Company are made with respect to the satisfaction of such
withholding obligations).
(2) STOCK REGISTRATION REQUIRED. Notwithstanding anything
in the Plan to the contrary, no option may be exercised unless and until a
registration statement covering the shares of Common Stock issuable upon
exercise of
4
<PAGE>
options granted hereunder has been filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.
d. PAYMENT OF EXERCISE PRICE. The purchase price of shares
of Common Stock acquired pursuant to the exercise of an option granted under
the Plan may be paid in cash and/or such other form of payment as may be
permitted under the option agreement, including, without limitation,
previously-owned shares of Common Stock. The Committee may permit the payment
of all or a portion of the purchase price in installments (together with
interest) over a period of not more than five years.
e. RIGHTS AS A STOCKHOLDER. No shares of Common Stock will
be issued in respect of the exercise of an option granted under the Plan until
full payment therefor has been made (and/or provided for where all or a
portion of the purchase price is being paid in installments). The holder of an
option will have no rights as a stockholder with respect to any shares covered
by an option until the date a stock certificate for such shares is issued to
him or her. Except as otherwise provided herein, no adjustments shall be made
for dividends or distributions of other rights for which the record date is
prior to the date such stock certificate is issued.
f. NONTRANSFERABILITY OF OPTIONS. No option shall be
assignable or transferrable except upon the optionee's death to a beneficiary
designated by the optionee in accordance with procedures established by the
Committee or, if no designated beneficiary shall survive the optionee,
pursuant to the optionee's will or by the laws of descent and distribution.
During an optionee's lifetime, options may be exercised only by the optionee
or the optionee's guardian or legal representative.
5
<PAGE>
g. TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless
extended by the Committee, if an optionee ceases to be employed by or to
perform services for the Company and any Subsidiary for any reason other than
death or disability (defined below), then each outstanding option granted to
him or her under the Plan will terminate on the date three months after the
date of such termination of employment or service, provided, however, that, if
the optionee's employment or service is terminated by the Company for cause
(defined below), then the option will terminate upon the date of such
termination of employment or service. If an optionee's employment or service
is terminated by reason of the optionee's death or disability (or if the
optionee's employment or service is terminated by reason of his or her
disability and the optionee dies within one year after such termination of
employment or service), then each outstanding option granted to the optionee
under the Plan will terminate on the date one year after the date of such
termination of employment or service (or one year after the later death of a
disabled optionee) or, if earlier, the date specified in the option agreement.
For purposes hereof, the term "disability" means the inability of an optionee
to perform the customary duties of his or her employment or other service for
the Company or a Subsidiary by reason of a physical or mental incapacity which
is expected to result in death or be of indefinite duration; and the term
"cause" means (1) failure or refusal by optionee to perform the duties of his
or her employment with the Company, (2) commission by the optionee of a crime
involving moral turpitude, or (3) the optionee's dishonesty or willful
engagement in conduct which is injurious to the business or reputation of the
Company, all as determined by the Board in its sole discretion.
6
<PAGE>
h. OTHER PROVISIONS. The Committee may impose such other
conditions with respect to the exercise of options, including, without
limitation, any conditions relating to the application of federal or state
securities laws, as it may deem necessary or advisable.
6. CHANGE IN CONTROL; CAPITAL CHANGES.
a. If any event constituting a "Change in Control of the
Company" shall occur, all Options granted under the Plan which are outstanding
at the time a Change of Control of the Company shall occur shall immediately
become exercisable. A "Change in Control of the Company" shall be deemed to
occur if (i) there shall be consummated (x) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock would be converted into
cash, securities or other property, other than a merger of the Company in
which the holders of the Company's Common Stock immediately prior to the
merger have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (y) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of
all, or substantially all, of the assets of the Company, or (ii) the
stockholders of the Company shall approve any plan or proposal for liquidation
or dissolution of the Company, or (iii) any person (as such term is used in
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), shall become the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act) of 40% or more of the Company's
outstanding Common Stock other than pursuant to a plan or arrangement entered
into by such person and the Company, or
7
<PAGE>
(iv) during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors shall cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period; provided, however,
that stock ownership changes and changes in the composition of the Board will
not constitute a "change in control" for purposes hereunder if and to the
extent any such change occurs as a result of or in connection with a public
offering of the Company's stock.
b. In the event of any stock split, stock dividend or
similar transaction which increases or decreases the number of outstanding
shares of Common Stock, appropriate adjustment shall be made by the Board to
the number and option exercise price per share of Common Stock which may be
purchased under any outstanding options. In the case of a merger,
consolidation or similar transaction which results in a replacement of the
Company's Common Stock with stock of another corporation but does not
constitute Change in Control of the Company, the Company will make a
reasonable effort, but shall not be required, to replace any outstanding
options granted under the Plan with comparable options to purchase the stock
of such other corporation, or will provide for immediate maturity of all
outstanding options, with all options not being exercised within the time
period specified by the Board being terminated.
c. In the event of any adjustment in the number of shares
covered by any option pursuant to the provisions hereof, any fractional shares
resulting
8
<PAGE>
from such adjustment will be disregarded and each such option will cover only
the number of full shares resulting from the adjustment.
d. All adjustments under this paragraph 6 shall be made by
the Board, and its determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.
7. AMENDMENT AND TERMINATION OF THE PLAN. The Board may
amend or terminate the Plan. Except as otherwise provided in the Plan with
respect to equity changes, any amendment which would increase the aggregate
number of shares of Common Stock as to which options may be granted under the
Plan, change the minimum option price for options, materially increase the
benefits under the Plan, or modify the class of persons eligible to receive
options under the Plan shall be subject to the approval of the Company's
stockholders. No amendment or termination may affect adversely any outstanding
option without the written consent of the optionee.
8. NO RIGHTS CONFERRED. Nothing contained herein will be
deemed to give any individual any right to receive an option under the Plan or
to be retained in the employ or service of the Company or any Subsidiary.
9. GOVERNING LAW. The Plan and each option agreement shall
be governed by the laws of the State of Delaware.
10. DECISIONS AND DETERMINATIONS OF COMMITTEE TO BE FINAL.
Except to the extent rights or powers under this Plan are reserved
specifically to the discretion of the Board, all decisions and determinations
of the Committee are final and binding.
11. TERM OF THE PLAN. The Plan shall be effective as of the
date on which it is adopted by the Board, subject to the approval of the
stockholders of the
9
<PAGE>
Company within one year from the date of adoption by the Board. The Plan will
terminate on the date ten years after the date of adoption by the Board,
unless sooner terminated by the Board. The rights of optionees under options
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of the termination and shall continue in accordance with the
terms of the option (as then in effect or thereafter amended).
10
Exhibit 5
[Letterhead of Fulbright & Jaworski L.L.P.]
August 22, 1996
Ovid Technologies, Inc.
333 Seventh Avenue
New York, New York 10001
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Ovid Technologies, Inc. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 300,000 shares of Common Stock of the
Company, par value $.01 per share (the "Shares"), which may be issued upon the
exercise of options granted or to be granted pursuant to the Ovid
Technologies, Inc. 1993 Stock Option Plan, as amended (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that, in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares upon the exercise of options granted or to be granted pursuant to
the Plan, and that the Shares being registered pursuant to the Registration
Statement, when issued upon the exercise of and payment for options granted or
to be granted under the Plan in accordance with the terms of the options and
the Plan, will be duly authorized, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
Sincerely yours,
/s/ Fulbright & Jaworski L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of Ovid Technologies, Inc. of our report dated February 14, 1996 on
our audits of the consolidated financial statements and financial statement
schedule of Ovid Technologies, Inc. as of December 31, 1994 and 1995, and for
each of the three years ended December 31, 1995, which report is included in
the Annual Report on Form 10-K of Ovid Technologies, Inc. dated March 28,
1996.
/s/ Coopers & Lybrand L.L.P.
New York, New York
August 22, 1996
