As filed with the Securities and Exchange Commission on June 13, 1995
Registration No. 33-
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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
(Address of Principal Executive Offices including Zip Code)
Infodata Systems Inc. 1995 Stock Option Plan,
1987 Stock Warrant Purchase Plan and 1981 Incentive Stock Option Plan
(Full title of plans)
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
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, 464,984 $3.25 $1,511,198 $521.10
$.03 par value shares
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(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 7, 1995 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.
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, 1994.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1995.
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,
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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 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.
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Item 8. Exhibits.
Exhibit
Number Description
4(a) Infodata Systems Inc. 1995 Stock Option Plan.
4(b) Infodata Systems Inc. 1987 Stock Warrant Purchase Plan. (Incorporated
herein by reference to Exhibit 10(cc) to the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1994.)
4(c) Infodata Systems Inc. 1981 Incentive Stock Option Plan. (Incorporated
herein by reference to Exhibit 10 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1983.)
5 Legal opinion, dated June 13, 1995, 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.)
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
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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.
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.
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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 the City of Fairfax, Commonwealth of Virginia, on this 23rd day
of May, 1995.
INFODATA SYSTEMS INC.
By: /s/HARRY KAPLOWITZ
Harry Kaplowitz
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints HARRY KAPLOWITZ and DAVID A. KARISH 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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/s/RICHARD T. BUESCHEL Chairman of the Board May 23, 1995
Richard T. Bueschel
/s/LAURENCE C. GLAZER Director May 23, 1995
Laurence C. Glazer
/s/HARRY KAPLOWITZ President and Director May 23, 1995
Harry Kaplowitz (Principal Executive
Officer)
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/s/ROBERT M. LEOPOLD Director May 23, 1995
Robert M. Leopold
/s/ISAAC M. POLLAK Director May 23, 1995
Isaac M. Pollak
/s/MILLARD H. PRYOR, JR. Director May 23, 1995
Millard H. Pryor, Jr.
/s/DAVID A. KARISH Senior Vice President, May 23, 1995
David A. Karish Secretary/Treasurer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
4(a) Infodata Systems Inc. 1995 Stock Option Plan.
4(b) Infodata Systems Inc. 1987 Stock Warrant Purchase Plan. (Incorporated
herein by reference to Exhibit 10(cc) to the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1994.)
4(c) Infodata Systems Inc. 1981 Incentive Stock Option Plan. (Incorporated
herein by reference to Exhibit 10 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1983.)
5 Legal opinion, dated June 13, 1995, 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.)
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