As filed with the Securities and Exchange Commission on June 9, 1998
Registration No. 333-
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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. 1995 Stock Option Plan
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(Full title of plans)
James A. Ungerleider
President and Chief Executive Officer
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
Securities to be Proposed Maximum Aggregate Amount of
to be registered Offering Price Offering Price Registration
Registered (1) Per Share (2) (2) Fee
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Common Stock, 1,140,580 $4.4065 $5,025,966 $1,482.66
$.03 par value shares
Common Stock, 574,606 (3)
$.03 par value shares(3)
(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 4, 1998 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.
(3) The shares were previously registered under the Registrant's Registration
Statement on Form S-8 (File No. 33-60197) filed on June 13, 1995 and the
amount of the registration fee paid therewith and attributable to the shares
included hereunder pursuant to Rule 429(b) is $343.96.
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 (File No. 33-60197) of Infodata Systems
Inc. (the "Company"), as filed by the Company with the Commission on June 13,
1995 and relating to the Company's 1995 Stock Option Plan (the "Plan") and
certain other plans, are hereby incorporated by reference into this
Registration Statement on Form S-8. Furthermore, pursuant to that General
Instruction, filed herewith is (i) the legal opinion and accountants' consent
required to be filed pursuant to Item 8 of Form S-8; (ii) the signature page
for this Form S-8; and (iii) an updated copy of the Plan, filed as an exhibit
to this Form S-8, reflecting the amendments to the Plan approved by
shareholders of the Company at the Annual Meeting of Shareholders held on
November 5, 1997 (authorizing an additional 500,000 shares of Common Stock for
issuance under the Plan) and May 28, 1998 (permitting the issuance of options
with durations of up to 10 years and authorizing an additional 500,000 shares
of Common Stock for issuance under the Plan).
Item 8. EXHIBITS.
Exhibit
Number Description
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4 Infodata Systems Inc. 1995 Stock Option Plan, as amended.
5 Legal opinion, dated June 9, 1998, 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.)
2
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 City of Fairfax, Commonwealth of Virginia,
on this 8th day of June, 1998.
INFODATA SYSTEMS INC.
By: JAMES A. UNGERLEIDER
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James A. Ungerleider
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints JAMES A. UNGERLEIDER and CHRISTOPHER P. DETTMAR
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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JAMES A. UNGERLEIDER President, Chief Executive June 8, 1998
---------------------- Officer and Director
James A. Ungerleider (Principal Executive
Officer)
CHRISTOPHER P. DETTMAR Chief Financial Officer June 8, 1998
---------------------- (Principal Financial and
Christopher P. Dettmar Accounting Officer)
3
Director
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Richard T. Bueschel
ALAN S. FISHER Director June 5, 1998
----------------------
Alan S. Fisher
LAURENCE C. GLAZER Director June 8, 1998
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Laurence C. Glazer
HARRY KAPLOWITZ Director June 8, 1998
----------------------
Harry Kaplowitz
Director
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Robert M. Leopold
ISAAC M. POLLAK Director June 8, 1998
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Isaac M. Pollak
MILLARD H. PRYOR, JR. Director June 8, 1998
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Millard H. Pryor, Jr.
RICHARD M. TWOREK Executive Vice President June 8, 1998
---------------------- and Director
Richard M. Tworek
4
EXHIBIT INDEX
Exhibit
Number Description
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4 Infodata Systems Inc. 1995 Stock Option Plan, as amended.
5 Legal opinion, dated May 28, 1998, 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.)
5