To Become Effective Upon
Filing Pursuant to Rule 462.
As filed with the Securities and Exchange Commission on April 18, 1997.
Registration No. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTIME SYSTEMS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
DELAWARE 65-0480407
- ---------------------------- -----------------------------------------------
(State of Incorporation) (IRS Employer Identification No.)
1601 FORUM PLACE, WEST PALM BEACH, FLORIDA 33401
- --------------------------------------------------------------------------------
(Address of principal Executive Offices)
INTIME SYSTEMS INTERNATIONAL, INC.
1994 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plan)
MICHAEL D. HARRIS
COHEN, CHERNAY, NORRIS,
WEINBERGER & HARRIS
712 U.S. HIGHWAY ONE, SUITE 400
P.O. BOX 13146
NORTH PALM BEACH, FLORIDA 33408-7146
- --------------------------------------------------------------------------------
(Name and Address of agent of service)
(561) 844-3600
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sales under the 1994 Stock Option
Plan:
as soon as practicable after this
Registration Statement becomes effective.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, par 50,000(1) $6.75(2) $337,500(2) $116.38(2)
value $.01 per
share
- ---------------------------------------------------------------------------------------------
<FN>
- --------------
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indetermine number of additional shares as may become issuable under the
Plan in connection with the share splits, share dividends or similar
transactions.
(2) Calculated pursuant to Rule 457(c) based on the closing price of the
Registrant's Class A Common Stock on April 15, 1997.
</FN>
</TABLE>
ii
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
By way of this registration statement InTime Systems International, Inc.
(the "Company") is registering 50,000 additional securities of the same class as
400,000 other securities which were registered on a Form S-8, File Number
33-81063, effective December 29, 1995. The contents of Form S-8, File Number
33-81063, are incorporated by reference herein. Required opinions and consents,
the signature page and any information required to be included in this
registration statement not contained in the Company's prior registration
statement on Form S-8 are contained herein.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are incorporated herein by reference the following documents:
1. The Company's latest annual report filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
which contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest fiscal year
for which such statements have been filed.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
4. All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated herein by reference
and to be part hereof from the date of filing of such documents.
5. The Company's registration statement on Form S-8, File Number
33-81063, effective December 29, 1995.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
An employee of the Company's counsel beneficially owns 15,395 shares
of the Company's Class B Common Stock.
Item 8. EXHIBITS.
--------
Exhibit 4 Second Amendment to 1994 Stock Option Plan
Exhibit 4.1 Third Amendment to 1994 Stock Option Plan
<PAGE>
Exhibit 5 Opinion of Cohen, Chernay, Norris, Weinberger &
Harris
Exhibit 23 Consent of Price Waterhouse LLP
Exhibit 23.1 Consent of Cohen, Chernay, Norris, Weinberger &
Harris*
* Contained in the Opinion of Cohen, Chernay, Norris, Weinberger &
Harris
2
<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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of West Palm Beach, State of Florida, on this 11th day of
April 1997.
INTIME SYSTEMS INTERNATIONAL, INC.
By: /s/ WILLIAM E. BERRY
-----------------------------
William E. Berry, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement of Intime Systems International, Inc. has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ WILLIAM E. BERRY Director April 11, 1997
- -----------------------
William E. Berry
/s/ JOHN E. STEINER Chairman of April 11, 1997
- ----------------------- the Board
John E. Steiner
/s/ MICHAEL MATTE Chief Financial April 11, 1997
- ----------------------- Officer (Principal
Michael Matte Financial and
Accounting Officer)
/s/ SHERMAN A. DRUSIN Director April 11, 1997
- -----------------------
Sherman A. Drusin
/s/ RICHARD H. WILLIAMS Director April 11, 1997
- -----------------------
Richard H. Williams
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER ITEM
- -------------- ----
4 Second Amendment to 1994 Stock Option Plan
4.1 Third Amendment to 1994 Stock Option Plan
5 Opinion of Cohen, Chernay, Norris, Weinberger & Harris
23 Consent of Price Waterhouse LLP
23.1 Consent of Cohen, Chernay, Norris, Weinberger & Harris**
* Contained in opinion of Cohen, Chernay, Norris, Weinberger & Harris
4
EXHIBIT 4
SECOND AMENDMENT TO THE 1994 STOCK OPTION
PLAN OF INTIME SYSTEMS INTERNATIONAL, INC.
<PAGE>
SECOND AMENDMENT TO THE
1994 STOCK OPTION PLAN OF
INTIME SYSTEMS INTERNATIONAL, INC.
I. Paragraph 3c is hereby deleted and replaced with the
following:
c. The Options shall be exercisable for a period of 10 years from
the date of grant, except where a shorter period is required by the Code
for certain ISOs or where the Board or Committee selects a shorter period
at the time of any discretionary grant.
II. Paragraph 5 is hereby amended to include the following:
c. Notwithstanding any provision of this Plan, the Board or
Committee may impose conditions and restrictions on any grant of Options
including forfeiture of vested Options, cancellation of common stock
acquired upon exercise of Options and forfeiture of profits.
EXHIBIT 4.1
THIRD AMENDMENT TO THE 1994 STOCK OPTION
PLAN OF INTIME SYSTEMS INTERNATIONAL, INC.
<PAGE>
THIRD AMENDMENT TO THE
1994 STOCK OPTION PLAN OF
INTIME SYSTEMS INTERNATIONAL, INC.
Paragraph 4 is hereby deleted and replaced with the following:
4. STOCK. The stock subject to Options shall be authorized but unissued
shares of common stock, par value $.01 per share (the "Common Stock"), or shares
of Common Stock reacquired by the Company in any manner. The aggregate number of
shares of Common Stock which may be issued pursuant to the Plan is 450,000. Any
such shares may be issued as ISOs or Non-Qualified Options so long as the number
of shares so issued does not exceed the limitations in this paragraph. If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part the unexercised shares subject to such Options shall again be
available for grants of Options under the Plan.
EXHIBIT 5
OPINION OF COHEN, CHERNAY, NORRIS,
WEINBERGER & HARRIS
<PAGE>
April 15, 1997
InTime Systems International, Inc.
1601 Forum Way, 5th Floor
West Palm Beach, FL 33401
RE: INTIME SYSTEMS INTERNATIONAL, INC./FORM S-8
Dear Sirs:
You have advised us that InTime Systems International, Inc. (the
"Company") is filing with the United States Securities and Exchange Commission a
Registration Statement on Form S-8, with respect to 50,000 shares of Class A
common stock, par value $.01 per share.
In connection with the filing of this Registration Statement, you have
requested us to furnish you with our opinion as to the legality of (i) such of
the Company's shares as are presently outstanding; and (ii) such securities as
shall be offered by the Company itself pursuant to the Prospectus which is part
of the Registration Statement.
You have advised us that as of April 15, 1997, the Company's authorized
capital consists of aggregate of 25,000,000, divided into three classes:
16,905,279 shares of Class A common stock, par value $.01, 3,094,721 shares of
Class B Common Stock, par value $.01 per share and 5,000,000 shares of Preferred
Stock, par value $1.00 per share, of which 1,823,674, 2,684,022 and 0 shares,
respectively are issued and outstanding. You have further advised us that the
Company has received valid consideration for the issuance of these shares.
After having examined the Company's certificate of incorporation, bylaws,
minutes, and the financial statements incorporated by reference in the
Registration Statement, we are of the opinion that the outstanding common stock
is and the 50,000 shares of Class A Common Stock to be offered by the Company
itself, pursuant to the Registration Statement will be, when sold and paid for,
fully paid and nonassessable, duly authorized and validly issued.
We consent to the use of our name in the Prospectus under the caption
"Legal Matters".
Very truly yours,
/s/ COHEN, CHERNAY, NORRIS,
WEINBERGER & HARRIS
EXHIBIT 23
CONSENT OF PRICE WATERHOUSE LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 14, 1997, which appears on page
F-2 of InTime Systems International, Inc.'s Annual Report on Form 10-KSB for
the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Atlanta, Georgia
April 14, 1997
