SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTELLIGENT DECISION SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Delaware 38-3286394
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2025 E. Beltline Ave., S.E. Ste 400 Mark A. Babin, CFO
Grand Rapids, Michigan 49546 2025 E. Beltline Ave., S.E., Suite 400
(616) 285-5830 Grand Rapids, Michigan 49546
(Address and telephone number of (616) 285-5830
registrant's principal executive
offices and principal place (Name, address, and telephone number of
of business) agent for service)
Copies to:
John D. Brasher Jr., Esq., Brasher & Company
90 Madison Street, Suite 707
Denver, Colorado, 80206
(303) 355-3000
1997 EMPLOYEE STOCK COMPENSATION PLAN 1997
(Full Title of the Plan)
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount Being Offering Aggregate Offering Registration
Being Registered Registered Price Per Share(2) Price(2) Fee
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Common Stock(1) 2,000,000 $.36 $720,000 $218.18
- ---------------------------------------------------------------------------------------------
(1) The securities registered hereunder are shares of the registrant's common
stock, $.001 par value and are subject to awards to employees under the
registrant's 1997 Employee Stock Compensation Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of Common Stock on October 9, 1997.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, with respect to these shares will be delivered to the participants in
accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as
amended. Such document(s) are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement of Intelligent Decision Systems, Inc., a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997;
(b) Description of the Company's Common Stock included in the
Registration Statement on Form S-4 filed on February 7, 1996, SEC
File No. 33-93058.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement, and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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.
Item 6. Indemnification of Officers and Directors.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.
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In accordance with the Delaware Law, the Certificate of Incorporation
of the Company contains a provision to limit the personal liability of the
directors for violations of their fiduciary duty. This provision eliminates each
director's liability to the Company or its respective securityholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
Article VIII of the Amended By-Laws of the Company also provides for
indemnification of directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
5.1 Opinion of Brasher & Company, counsel to registrant[1]..............E-1
10.1 1997 Employee Stock Compensation Plan[1]............................E-3
23.1 Consent of Coopers & Lybrand, LLP[1]................................E-7
23.2 Consent of Brasher & Company (included in Exhibit 5.1)
[1] The exhibits are filed with this report.
Item 9. Undertakings.
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 (the "1933 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 this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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.
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(2) That, for the purpose of determining any liability under the 1933
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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 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.
Insofar as indemnification for liabilities arising under the 1933 Act
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 1933 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 1933 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 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 Grand Rapids, Michigan, on the date below.
Date: October 9, 1997 INTELLIGENT DECISION SYSTEMS, INC.
By: /s/ David A. Horowitz
____________________________________
David A. Horowitz, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
Name
Date
Title
/s/ David A. Horowitz
___________________________________
David A. Horowitz
October 9, 1997
President, Chief Executive Officer,
Director
/s/ Mark A. Babin
___________________________________
Mark A. Babin
October 9, 1997
Chief Financial Officer, Director
/s/ James M. Keller, Jr.
___________________________________
James M. Keller, Jr.
October 10, 1997
Secretary, Treasurer, Director
/s/ Robert B. Hyte
___________________________________
Robert B. Hyte
October 9, 1997
Director
/s/ Raymond F. Blue
___________________________________
Raymond F. Blue
October 10, 1997
Director
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