<PAGE>
As filed with the Securities and Exchange Registration No. 333-_______
Commission on October 10, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
DATASTREAM SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Delaware 57-0813674
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 Datastream Plaza
Greenville, South Carolina 29605
(Address of principal executive offices)
___________________
DATASTREAM SYSTEMS, INC.
1995 STOCK OPTION PLAN
(As Amended and Restated through May 7, 1997)
(Full title of the plan)
___________________
Larry G. Blackwell
Chairman of the Board, President and Chief Executive Officer
Datastream Systems, Inc.
50 Datastream Plaza
Greenville, South Carolina 29605
864-422-5001
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
J. Stephen Hufford, Esq.
Hunton & Williams
NationsBank Plaza - Suite 4100
600 Peachtree Street, N. E.
Atlanta, Georgia 30308-2216
404/888-4045
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 500,000 $37.125 $18,562,500 $5,625
par value............. shares
=========================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to
Rule 457(c) on the basis of $37.125 per share, which was the average of the high and low prices of the Registrant's
Common Stock on October 6, 1997, as reported in The Wall Street Journal.
==========================================================================================================================
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Datastream Systems, Inc. (the
"Company") with the Commission are incorporated herein by reference and made a
part hereof:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(iii) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997; and
(iiv) The description of the Company's Common Stock, $.01 par
value per share, contained in the Company's Registration
Statement on Form 8-A (Registration No. 025590).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities. Directors and officers may be indemnified against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action, if they had no reasonable cause to believe their conduct was
unlawful. A director or officer may be indemnified against expenses incurred in
connection with a derivative suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made without court approval
if such person was adjudged liable to the corporation. The statutory
indemnification is not exclusive of any rights provided by any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.
Article VII of the Company's Amended and Restated Certificate of
Incorporation sets forth the extent to which the Company's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities. Such indemnification will
be provided to the full extent permitted and in the manner required by the
General Corporation Law of Delaware. Article XII of the Company's By-laws also
provides that, to the full extent and under the circumstances permitted by the
General Corporation Law of the State of Delaware, the directors and officers of
the Company will be indemnified against any losses incurred in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Company or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-3
<PAGE>
Item 8. Exhibits.
Exhibit No.
- -----------
4.3* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
- ------------------------------
* Incorporated by reference to exhibit of the same number to the Company's
Form S-1 Registration Statement (Registration No. 33-89498).
Item 9. Undertakings.
(a) The Company hereby undertakes:
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 of 1933, as amended (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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement;
(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-4
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
registration statement is on Form S-3, Form S-8 or Form F-3, and 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
Company pursuant to Section 13 or Section 15(d) of the Exchange Act 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
---- ----
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Greenville, South Carolina on this 30/th/ day of September, 1997.
DATASTREAM SYSTEMS, INC.
By /s/ Larry G. Blackwell
---------------------------------------
Larry G. Blackwell
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes each of Larry G. Blackwell and Daniel H.
Christie to execute in the name of each such person, and to file any amendment,
including any post-effective amendment, to the registration statement making
such changes in the registration statement as the registrant deems appropriate,
and appoints each of Messrs. Blackwell and Christie as attorney-in-fact to sign
in his behalf individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration statement.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 30/th/ day of September, 1997.
Signature Title
--------- -----
/s/ Larry G. Blackwell Chairman of the Board, President and
- --------------------------- Chief Executive Officer (principal
Larry G. Blackwell executive officer)
/s/ Daniel H. Christie Chief Financial Officer (principal
- --------------------------- financial and accounting officer)
Daniel H. Christie
/s/ Kenneth D. Tracy Director
- ---------------------------
Kenneth D. Tracy
/s/ Richard T. Brock Director
- ---------------------------
Richard T. Brock
/s/ John M. Sterling, Jr. Director
- ---------------------------
John M. Sterling, Jr.
/s/ Ira D. Cohen Director
- ---------------------------
Ira D. Cohen
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<C> <S> <C>
4.3* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
23.1 Consent of KPMG Peat Marwick LLP,
independent certified public accountants.
23.2 Consent of Hunton & Williams (included as
part of Exhibit 5).
24 Power of Attorney (included as part of
signature page).
</TABLE>
- ------------------------------
* Incorporated by reference to exhibit of the same number to the
Company's Form S-1 Registration Statement (Registration No. 33-89498).
II-7
<PAGE>
Exhibit 5
[LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]
File No.: 50024.1
October 8, 1997
Datastream Systems, Inc.
50 Datastream Plaza
Greenville, South Carolina 29605
Re: Datastream Systems, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Datastream Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-8 (the "Registration Statement"), of 500,000 shares (the
"Shares") of the Company's authorized common stock, $.01 par value per share,
under the Datastream Systems, Inc. 1995 Stock Option Plan (as Amended and
Restated through May 7, 1997, the "Plan").
We have examined and are familiar with originals or copies (certified or
otherwise identified to our satisfaction) of such documents, corporate records
and other instruments relating to the organization of the Company and to the
authorization and issuance of the Shares subject to the Plan, as appropriate, as
we have deemed necessary and advisable.
Based upon the foregoing and having regard for such legal considerations
as we deem relevant, it is our opinion that the 500,000 Shares subject to the
Plan will be, when issued in accordance with the terms of the Plan, legally
issued, fully paid and non-assessable.
We do hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
DataStream Systems, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of DataStream Systems, Inc. of our report dated March 28, 1997, relating to
the consolidated balance sheets of DataStream Systems, Inc. and Subsidiaries as
of December 31, 1995 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, and related schedule, which reports
appear in the December 31, 1996 annual report on Form 10-K of DataStream
Systems, Inc.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
October 7, 1997
