SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ULTRADATA SYSTEMS, INCORPORATED
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(Exact name of Registrant as specified in Charter)
Delaware 43-1401158
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(State of Incorporation) (I.R.S. Employer I.D. Number)
9375 Dielman Industrial Drive, St. Louis, MO 63132
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(Address of Principal Executive Offices)
MONTE ROSS
Ultradata Systems, Incorporated
9375 Dielman Industrial Drive
St. Louis, MO 63132
(314) 997-2250
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(Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
(718) 768-6045
1994 INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
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(Full Title of Plans)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
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Common Stock 450,000 $4.65 $2,092,949 $552.54
$.01 par value shares
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1. This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the shares
in the event of a stock split, stock dividend or similar capital adjustment, as
required by the Plan.
2. The price stated is estimated solely for purposes of calculation of the
registration fee and is the average of the sum of (i) the aggregate exercise
price of options for 412,530 shares previously granted under the Plans and
(ii) the product resulting from multiplying the remaining 37,470 shares by
$15.00, the closing price of shares of the Common Stock on the NASDAQ SmallCap
Market on March 8, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.
Ultradata Systems, Incorporated is incorporating by reference
the following documents previously filed with the Securities and Exchange
Commission:
(a) Ultradata's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998;
(b) Ultradata's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999;
(c) Ultradata's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1999;
(d) Ultradata's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1999;
(e) the description of Ultradata's Common Stock contained in its
Registration Statement on Form 8-A.
Ultradata is also incorporating by reference all documents
hereafter filed by Ultradata pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Robert Brantl, Esq., counsel to Ultradata, has passed upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of Ultradata.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party 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, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that
the person is fairly and reasonably entitled to the indemnification. Section
145 further provides that indemnification shall be provided if the party in
question is successful on the merits.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4.1 1994 Incentive Stock Option Plan - filed as an exhibit to
Ultradata's Registration Statement on Form SB-2 (33-85218C) and
incorporated herein by reference.
4.2 Amended and Restated 1996 Stock Option Plan - previously filed
5 Opinion of Robert Brantl, Esq. - previously filed
23.1 Consent of BDO Seidman LLP, independent certified public
accountants
23.2 Consent of KPMG LLP, independent certified public accountants
23.3 Consent of Robert Brantl, Esq. is contained in his opinion,
previously filed as Exhibit 5.
Item 9. UNDERTAKINGS.
Ultradata hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant
to Section 13(a) or 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 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Ultradata pursuant to the provisions of the General Corporation Law of the
State of Delaware, or otherwise, Ultradata 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 Ultradata of expenses incurred or paid by a director,
officer or controlling person of Ultradata 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,
Ultradata 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ultradata
Systems, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the under signed,
thereunto duly authorized, in the City of St. Louis and the State of Missouri
on the 24th day of March, 2000.
ULTRADATA SYSTEMS, INCORPORATED
By: /s/ Monte Ross
Monte Ross
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 indicated on March 24, 2000.
Name Title
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/s/ Monte Ross President (Chief Executive Officer,
Monte Ross Chief Financial Officer), Chairman of the
Board
/s/ Ernest Clarke Director, Vice President, Controller
Ernest Clarke (Chief Accounting Officer)
/s/ Mark L Peterson Director
Mark L.Peterson
/s/ Steven H. Akre Director
Steven H. Akre
John J. Clancy Director
Donald Rattner Director
INDEX TO EXHIBITS
23.1 Consent of BDO Seidman LLP, independent certified public accountants
23.2 Consent of KPMG LLP, independent certified public accountants
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ultradata Systems, Inc.
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Form S-8A (0-25380)
constituting a part of this Registration Statement of our report dated March 4,
1999, relating to the consolidated financial statements appearing in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
St. Louis, Missouri
March 22, 2000
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors and Stockholders
Ultradata Systems, Incorporated:
We consent to incorporation by reference in the post-effective amendment No. 1
to the registration statement (No. 333-32098) on Form S-8 of Ultradata Systems,
Incorporated of our report dated March 16, 1998 relating to the consolidated
statements of operations, stockholders' equity and cash flows of Ultradata
Systems, Incorporated and subsidiary for the year ended December 31, 1997,
which report appears in Ultradata Systems, Incorporated's Form 10-KSB for the
year ended December 31, 1998.
/s/ KPMG LLP
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KPMG LLP
St. Louis, Missouri
March 22, 2000
