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Reg. No. 33- ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE CONTINUUM COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1609363
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9500 ARBORETUM BOULEVARD, AUSTIN, TEXAS 78759-6399
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
HOGAN SYSTEMS, INC.
1982 INCENTIVE STOCK OPTION PLAN,
1984 INCENTIVE STOCK OPTION PLAN,
1985 INCENTIVE STOCK OPTION PLAN,
1982 NONSTATUTORY STOCK OPTION PLAN,
1984 NONSTATUTORY STOCK OPTION PLAN,
1985 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
JOHN L. WESTERMANN III
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
THE CONTINUUM COMPANY, INC.
9500 ARBORETUM BOULEVARD
AUSTIN, TEXAS 78759-6399
(512) 345-5700
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
JACK DENNISON
VICE PRESIDENT, GENERAL COUNSEL
THE CONTINUUM COMPANY, INC.
9500 ARBORETUM BOULEVARD
AUSTIN, TEXAS 78759-6399
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE (1) PRICE (1)
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $0.10 506,153 $20.713 $10,483,947.10 $3,616
PER SHARE
</TABLE>
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(1) IN CONNECTION WITH ITS ACQUISITION BY MERGER OF HOGAN SYSTEMS, INC.
("HOGAN"), THE REGISTRANT WILL ASSUME OUTSTANDING EMPLOYEE STOCK OPTIONS OF
HOGAN. PURSUANT TO RULE 457(H)(1), THE REGISTRATION FEE WAS COMPUTED ON THE
BASIS OF THE PRICES AT WHICH THE ASSUMED STOCK OPTIONS MAY BE EXERCISED.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference:
The following documents filed by The Continuum Company, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Company's quarterly reports on Form 10-Q for the quarters ended
June 30, 1995, September 30, 1995, and December 31, 1995, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934; and
(b) the Company's annual report on Form 10-K for the year ended March 31,
1995 filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934; and
(c) the Company's Current Reports on Form 8-K dated December 19, 1995, and
January 19, 1996; and
(d) the Company's Registration Statement on Form 8-A filed under Section
12(b) of the Securities Exchange Act of 1934 for the purpose of registering the
Common Stock of the Company on the New York Stock Exchange.
All reports and other documents subsequently filed by the Company 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 hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such reports and documents.
Item 6. Indemnification of Directors and Officers:
Section 145 of the Delaware General Corporation Law permits a corporation
to grant indemnification to directors, officers and other agents in terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities, including expenses, arising in connection with the Securities Act
of 1933. Pursuant to the Certificate of Incorporation and the Bylaws of the
Company, directors and officers of the Company are indemnified to the full
extent permitted by law. In addition, the Company has entered into
indemnification agreements with its officers and directors that indemnify such
officers and directors to the full extent permitted by law against all expenses
(including attorneys' fees), judgements, fines or settlement amounts incurred or
paid by them in any action or proceeding, including any action by or on behalf
of the Company, on account of their service as an officer or director of the
Company.
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Item 8. Exhibits:
4.1 Restated Certificate of Incorporation of the Company, as amended (filed
as an Exhibit to the Company's Annual Report on Form 10-K for the period ended
March 31, 1994, and incorporated herein by reference)
4.2 Bylaws of the Company (filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1989 and incorporated
herein by reference) and amendment thereto adopted May 18, 1989 (filed as an
Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1989 and incorporated herein by reference)
5.1 Opinion and Consent of Jack D. Dennison, General Counsel of the
Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Jack D. Dennison, General Counsel of the Company (included
in the Opinion of Counsel filed as Exhibit 5.1)
24.1 Powers of Attorney
Item 19. Undertakings:
A. The undersigned registrant 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;
(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;
(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;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 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 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.
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(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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
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.
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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 Austin, Texas on this 15th day of March, 1996.
THE CONTINUUM COMPANY, INC.
By: JOHN L. WESTERMANN III
Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 15, 1996.
SIGNATURE TITLE
*RONALD C. CARROLL Chairman of the Board
of Directors
*LOWELL C. ANDERSON Director
*THOMAS G. BROWN Director
*W. MICHAEL LONG President, Chief Executive
Officer and Director
*THOMAS A. MCDONNELL Director
*CARL S. QUINN Director
*EDWARD C. STANTON, III Director
*E. LEE WALKER Director
JOHN L. WESTERMANN III Vice President and Treasurer
(Principal Financial Officer)
LOU ANNE GILMORE Vice President and Controller
(Principal Accounting Officer)
*BY JOHN L. WESTERMANN III
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT PAGE
5.1 Opinion and Consent of Jack D. Dennison,
General Counsel of the Company 7
23.1 Consent of Ernst & Young LLP 8
23.2 Consent of KPMG Peat Marwick LLP 9
23.3 Consent of Jack. D. Dennison, General
Counsel of the Company (included in
the Opinion of Counsel filed as
Exhibit 5.1)
24.1 Power of Attorney from Officers and
Directors of the Company 10
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EXHIBIT 5.1
March 15, 1996
The Continuum Company, Inc.
9500 Arboretum Boulevard
Austin, Texas 78759
Ladies and Gentlemen:
I am Vice President and General Counsel of The Continuum Company, Inc., a
Delaware corporation (the "Company"), and I have advised the Company in
connection with the registration, pursuant to a Registration Statement on Form
S-8 being filed with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of the
issuance by the Company from time to time of up to 506,153 shares of the
Company's Common Stock, par value $.10 per share (the "Shares"). The Shares are
issuable upon exercise of outstanding stock options (the "Options") to purchase
shares of common stock of Hogan Systems, Inc. that were assumed by the Company
in connection with the merger (the "Merger") of Continuum Acquisition
Corporation into Hogan Systems, Inc. Such merger was consummated on the date
hereof.
In this connection, I have examined the corporate records of the Company,
including its Restated Articles of Incorporation, its By-laws and minutes of
meetings of its directors. I have also examined the Registration Statement,
together with the exhibits thereto and such other documents as I have deemed
necessary for the purpose of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that the Shares will be, when
issued in accordance with the terms of the Options, validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Act and the rules and regulations thereunder.
Very truly yours,
JACK D. DENNISON
Vice President and General Counsel
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of The Continuum Company, Inc. for the registration of 506,153 shares
of its common stock of our report dated April 26, 1995, with respect to the
consolidated financial statements and schedule of The Continuum Company, Inc.
included in its Annual Report (Form 10-K) for the year ended March 31, 1995
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Austin, Texas
March 14, 1996
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EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
The Paxus Corporation Limited:
We consent to incorporation by reference herein of our report dated September
24, 1993, relating to the consolidated statements of operations, shareholders'
deficit, and cash flows of Paxus Corporation Limited (a company incorporated in
New South Wales, Australia) and subsidiaries for the year ended March 31, 1993
and all related schedules (presented in conformity with generally accepted
accounting principles in the United States), which report is not separately
presented in the Annual Report on Form 10-K of The Continuum Company, Inc. for
the year ended March 31, 1995.
KPMG PEAT MARWICK LLP
Sydney, New South Wales, Australia
March 14, 1996
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John L. Westermann III and Jack Dennison, and each of them, any one of
whom may act without joinder of the other, as true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys and agents or
either of them may deem necessary or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of up to an
aggregate 509,146 shares of Common Stock of the Company, par value $0.10 per
share (the "Common Stock"), to be offered and sold by the Company from time to
time pursuant to stock options granted under the Hogan Systems, Inc. 1982
Nonstatutory Stock Option Plan, 1982 Incentive Stock Option Plan, 1984
Nonstatutory Stock Option Plan, 1984 Incentive Stock Option Plan, 1985
Nonstatutory Stock Option Plan, and 1985 Incentive Stock Option Plan, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the Company a Registration Statement
on Form S-8 or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
any such shares of Common Stock, and to any instrument or document filed as part
of, as an exhibit to, or in connection with said Registration Statement or
amendments.
Dated this 11th day of March, 1996
RONALD C. CARROLL LOWELL C. ANDERSON
THOMAS G. BROWN W. MICHAEL LONG
THOMAS A. MCDONNELL CARL S. QUINN
EDWARD C. STANTON, III E. LEE WALKER
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