As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 33-60197
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Infodata Systems Inc.
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(Exact name of registrant as specified in its charter)
Virginia 16-0954695
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
12150 Monument Drive, Suite 400, Fairfax, Virginia 22033
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(Address of Principal Executive Offices including Zip Code)
Infodata Systems Inc. 1997 Employee Stock Purchase Plan
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(Full title of plan)
Harry Kaplowitz
President
Infodata Systems Inc.
12150 Monument Drive, Suite 400
Fairfax, Virginia 22033
(703) 934-5205
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(Name, address and telephone number of agent for service)
Copies to:
Arthur H. Bill, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be registered Per Share (2) Offering Price (2) Fee
Registered (1)
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Common Stock, 200,000 $7.563 $1,512,500 $458.33
$.03 par shares
value
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<FN>
(1) Plus an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the average of the high and low prices for the
Common Stock as reported on the NASDAQ SmallCap Market on June 24, 1997 and
are used solely for the purpose of calculating the registration fee pursuant
to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.
</FN>
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Infodata Systems Inc. (the
"Company") (SEC File No. 0-10416) with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this
Registration Statement by reference and deemed to be a part hereof:
1. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.
3. The description of the Company's Common Stock, par value $.03 per
share (the "Common Stock"), contained in the Company's Registration Statement
on Form 10, as filed with the SEC on April 30, 1982, under the Exchange Act.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents; provided, however, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Registration Statement is in effect prior to
the filing with the SEC of the Company's Annual Report on Form 10-KSB covering
such year shall not be deemed incorporated by reference in this Registration
Statement and shall not be a part hereof from and after the filing of such
Annual Report on Form 10-KSB.
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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this
2
Registration Statement relates, upon the written or oral request of any such
person, a copy of any or all the documents that have been or may be
incorporated by reference into this Registration Statement, other than
exhibits to such documents (unless such exhibits are incorporated therein by
reference).
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 10 ("Article 10") of Chapter 9 of Title 13.1 of the Code of
Virginia (the "Virginia Code") provides a Virginia corporation with broad
powers to indemnify its officers and directors in certain circumstances so
long as the officer or director (i) conducted himself in good faith, (ii)
reasonably believed that his conduct was in the best interests, or at least
not opposed to the best interests, of the corporation and (iii) had no
reasonable cause to believe that his conduct was unlawful; provided, however,
that no indemnification shall be available in the event of or limit the
liability of a director or officer for (i) any proceeding by or in the right
of the corporation in which the director or officer was adjudged liable to the
corporation; (ii) any transactions from which the director or officer derived
an improper personal benefit; (iii) his willful misconduct; (iv) a knowing
violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security; or (v) unlawful payment of
dividends or other unlawful distributions.
As permitted under Article 10 of the Virginia Code, Article 9 of the
Company's Articles of Incorporation provides that:
The directors and officers of the Corporation shall not be liable
for any damages in any proceeding brought by or in the name of the
Corporation or its shareholders unless the director or officer engaged in
willful misconduct or a knowing violation of the criminal law or of any
federal or state securities law, including, without limitation, any claim
of unlawful insider trading or manipulation of the market for any
security.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4(a) Infodata Systems Inc. 1997 Employee Stock Purchase Plan.
5 Legal opinion, dated June 27, 1997, of Freedman, Levy, Kroll &
Simonds, counsel to the Company, as to the legality of
3
shares offered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in Exhibit 5
hereto.)
24 Power of Attorney. (Included on signature page of this Registration
Statement.)
Item 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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)(i) and (a)(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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
4
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been informed that in the opinion of the Securities 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
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.
5
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 the County of Fairfax, Commonwealth of Virginia,
on this 26th day of June, 1997.
INFODATA SYSTEMS INC.
By: /s/HARRY KAPLOWITZ
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Harry Kaplowitz
President
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints HARRY KAPLOWITZ and CURTIS D. CARLSON his true
and lawful attorneys-in-fact and agents, each acting alone, with full powers
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
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_________________________ Chairman of the Board
Richard T. Bueschel
/s/HARRY KAPLOWITZ President and Director June 26, 1997
------------------------- (Principal Executive
Harry Kaplowitz Officer)
/s/LAURENCE C. GLAZER Director June 26, 1997
-------------------------
Laurence C. Glazer
/s/ROBERT M. LEOPOLD Director June 26, 1997
-------------------------
Robert M. Leopold
6
_________________________ Director
Isaac M. Pollak
_________________________ Director
Millard H. Pryor, Jr.
/s/RICHARD M. TWOREK Director June 26, 1997
-------------------------
Richard M. Tworek
/s/CHRISTOPHER P. DETTMAR Chief Financial June 26, 1997
------------------------- Officer, (Principal
Christopher P. Dettmar Financial and
Accounting Officer)
7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4(a) Infodata Systems Inc. 1997 Employee Stock Purchase Plan.
5 Legal opinion, dated June 27, 1997, of Freedman, Levy, Kroll &
Simonds, counsel to the Company, as to the legality of shares
offered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in Exhibit 5
hereto.)
24 Power of Attorney. (Included on signature page of this Registration
Statement.)