1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1997 REGISTRATION NO. 333-24613 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ DBT ONLINE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 6794 85-0439411 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.) ------------------------ 5550 WEST FLAMINGO ROAD, SUITE B-5 LAS VEGAS, NV 89103 (702) 257-1112 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ FRANK BORMAN CHAIRMAN OF THE BOARD 5550 WEST FLAMINGO ROAD, SUITE B-5 LAS VEGAS, NV 89103 (702) 257-1112 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies of all communications to: JAMES W. McKENZIE, JR. TIMOTHY M. LEONARD MORTON A. PIERCE MORGAN, LEWIS & BOCKIUS LLP DATABASE TECHNOLOGIES, INC. DEWEY BALLANTINE 2000 ONE LOGAN SQUARE 100 E. SAMPLE ROAD, SUITE 200 1301 AVENUE OF THE AMERICAS PHILADELPHIA, PA 19103-6993 POMPANO BEACH, FL 33064 NEW YORK, NY 10019-6092 (215) 963-5000 (954) 781-5221 (212) 259-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS This Amendment No. 2 is being filed to add Exhibit 99.1 to Item 16 of Part II. ITEM 16. EXHIBITS. The following exhibits are filed as part of this registration statement: EXHIBIT NUMBER DESCRIPTION - ------- ----------------------------------------------------------------------------------- 1* Form of Underwriting Agreement 3.1* Amended and Restated Articles of Incorporation 3.2* Amended and Restated Bylaws 5* Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the shares being registered 10.1+ Employment Agreement dated March 11, 1990 between Patlex and Frank Borman 10.2+ Employment Agreement dated September 15, 1992 between Patlex and Richard Laitinen 10.3+ Employment Agreement dated September 14, 1992 between Patlex and J. Henry Muetterties 10.4+ Security and Escrow Agreement dated September 29, 1992 between Patlex and NGN Acquisition Corporation 10.5+ Standard Form of Licensing Agreement 10.6+ Purchase Agreement dated December 11, 1979 between Patlex and Gordon Gould 10.7+ Agreement dated January 31, 1982 among Patlex, Refac Technology Development Corporation, Refac International Limited, Gordon Gould, NGN Acquisition Corporation and the partnership of Lerner, David, Littenberg & Samuel 10.8+ Agreement dated October 1, 1984 among Patlex, Refac Technology Development Corporation, East West Trade Services, Ltd. and Refac International, Ltd. 10.9+ Agreement dated 1986 among Patlex and NGN Acquisition Corporation, Gordon Gould and Apollo Lasers, Inc. 10.10+ Letter of Clarification dated January 31, 1990 among Patlex, Gordon Gould and NGN Acquisition Corporation 10.11+ Stock Purchase Agreement dated May 14, 1991 among Patlex, Sydney M. Irmas and certain other shareholders 10.12** Amended and Restated Stock Option Plan 23.1++ Consent of Deloitte & Touche LLP 23.2++ Consent of Ahearn, Jasco + Company, P.A. 23.3++ Consent of Ernst & Young LLP 23.4* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5) 24 Powers of Attorney (included on the signature page) 99.1 Appendix: Description of Image Material under Rule 304 of Reg. S-T. - --------------- * To be filed by amendment. ** Incorporated by reference to the Company's Registration Statement on Form S-4 (File No. 333-2000). + Incorporated by reference to the Form 10-KSB of Patlex Corporation for the year ended June 30, 1995. ++ Previously filed. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pompano Beach, Florida on May 12, 1997. DBT ONLINE, INC. By: /s/ HANK ASHER ------------------------------------ Hank Asher President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. NAME CAPACITY DATE - --------------------------------------------- ----------------------------- ------------- * Chairman of the Board of May 12, 1997 - --------------------------------------------- Directors Frank Borman /s/ HANK ASHER President, Chief Executive May 12, 1997 - --------------------------------------------- Officer and Director Hank Asher (Principal Executive Officer) /s/ THOMAS L. SIMPSON Chief Operating Officer and May 12, 1997 - --------------------------------------------- Director Thomas L. Simpson * Director May 12, 1997 - --------------------------------------------- Charles A. Asher * Director May 12, 1997 - --------------------------------------------- Gary E. Erlbaum * Director May 12, 1997 - --------------------------------------------- Jack Hight * Director May 12, 1997 - --------------------------------------------- Kenneth G. Langone * Director May 12, 1997 - --------------------------------------------- Eugene L. Step * Director May 12, 1997 - --------------------------------------------- Sari Zalcberg /s/ TIMOTHY M. LEONARD Vice President, Finance, May 12, 1997 - --------------------------------------------- Treasurer and Chief Timothy M. Leonard Financial Officer (Principal Financial and Accounting Officer) *By: /s/ THOMAS L. SIMPSON May 12, 1997 ---------------------------------------- Thomas L. Simpson Attorney in Fact II-2