As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-81107
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LOISLAW.COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7374 71-0655999
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
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105 North 28th Street
Van Buren, Arkansas 72956
(501) 471-5581
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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KYLE D. PARKER
Chairman of the Board and Chief Executive Officer
Loislaw.com, Inc.
105 North 28th Street
Van Buren, Arkansas 72956
(501) 471-5581
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Kenn W. Webb, Esq. Lawrence S. Wittenberg, Esq.
Thompson & Knight, P.C. Testa, Hurwitz & Thibeault, LLP
1700 Pacific Avenue, Suite 3300 125 High Street
Dallas, Texas 75201 Boston, Massachusetts 02110
(214) 969-1700 (617) 248-7000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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ITEM 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
Number Description
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***1.1 Form of Underwriting Agreement
*2.1 Agreement and Plan of Merger, dated as of June 16, 1999
*2.2 Certificate and Articles of Merger of Law Office Information Systems,
Inc. (an Arkansas Corporation) with and into Loislaw.com, Inc. (a
Delaware Corporation).
*3.1 Certificate of Incorporation of Loislaw.com, as filed with the
Secretary of State of Delaware on June 16, 1999.
*3.2 Bylaws of Loislaw.com
**3.3 Certificate of Designation as filed with the State of Delaware
***4.1 Specimen Certificate for shares of common stock
*4.2 Amended and Restated Stockholders' Agreement, dated as of May 25,
1999 by and among Loislaw.com and certain stockholders
*4.3 Amended and Restated Registration Rights Agreement, dated as of May
25, 1999 by and among Loislaw.com and certain stockholders
***5.1 Opinion of Thompson & Knight, P.C.
*10.1 1996 Stock Option Plan
*10.2 Form of Employment Agreement by and between Loislaw.com and Kyle D.
Parker
*10.3 Form of Employment Agreement by and between Loislaw.com and Mark O.
Beyland
*10.4 Reimbursement Agreement by and among Kyle D. Parker, as Trustee for
The Parker Trust, Melissa Ann Parker and Capital Resource Lenders
III, L.P. dated as of November 24, 1997, as amended on June 17, 1999.
*10.5 Employment Agreement, effective as of July 2, 1996, by and between
Loislaw.com and W. Clark Wigley
*10.6 Corporate License and Services Agreement, effective as of February
18, 1998, by and between Loislaw.com and Verity, Inc., as amended
*10.7 Credit Agreement between Loislaw.com and Fleet National Bank, N.A.,
dated August 20, 1998
*10.8 First Amendment to Credit Agreement, by and between Loislaw.com and
Fleet National Bank, N.A., dated December 31, 1998
*10.9 Second Amendment and Waiver to Credit Agreement, by and between
Loislaw.com and Fleet National Bank, N.A., dated April 30, 1999
*10.10 Third Amendment to Credit Agreement, by and between Loislaw.com and
Fleet National Bank, N.A., dated May 25, 1999
*10.11 Form of Indemnity Agreement with a schedule of pending director and
officer signatories.
*10.12 Lease Agreement by and between Loislaw.com and the Parker Law Office
dated May 5, 1999.
**10.13 Agreement by and between Loislaw.com and Pacific Data Conversion
Corporation, dated December 29, 1998.
**10.14 Agreement by and between Loislaw.com and Infocon, dated July 1, 1998
**10.15 Master Services Agreement by and among Loislaw.com, Digital
Publishing International Ltd. and Innodata Corporation, dated June
10, 1998
***10.16 Employee Stock Purchase Plan.
***10.17 1999 Nonqualified Stock Option Plan for Nonemployee Directors
*10.18 Senior Subordinated Note and Securities Purchase Agreement, dated as
of November 24, 1997, by and between Loislaw.com and Capital Resource
Lenders III, L.P., as amended.
II-4
Exhibit
Number Description
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*10.19 Internet Services General Agreements by and between Loislaw.com and
AT&T, dated as of December 21, 1998.
*10.20 AT&T Contract Tariff Order Form by and between AT&T Corp. and
Loislaw.com, dated as of April 6, 1999.
*10.21 Agreement by and between AT&T Corp. and Loislaw.com for AT&T
WorldNetSM Services, dated as of September 25, 1995.
*10.22 Form of Customer Subscription Agreement.
*21.0 Subsidiaries of Loislaw.com
***23.1 Consent of Thompson & Knight, P.C. (included in its opinion filed as
Exhibit 5 hereto)
*23.2 Consent of KPMG LLP
*24.1 Power of Attorney (included on signature page of the Registration
Statement as initially filed)
*27.1 Financial Data Schedule
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* Previously filed on June 18, 1999.
** Filed herewith.
*** To be filed by amendment.
(b) Financial Statement Schedules
None.
Schedules not listed above have been omitted because they are not required,
are not applicable, or the information is included in the Financial Statements
or Notes thereto.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Loislaw.com, Inc. has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Van Buren, State of Arkansas, on July 2, 1999.
Loislaw.com, Inc.
/s/ Kyle D. Parker
By: _________________________________
Kyle D. Parker
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons on July 2, 1999 in the capacities indicated:
Signature Title
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/s/ Kyle D. Parker Chairman of the Board and
______________________________________ Chief Executive Officer
Kyle D. Parker (principal executive
officer)
/s/ Mark O. Beyland President, Chief Financial
______________________________________ Officer and Director
Mark O. Beyland
/s/ Pamela G. Rogers Controller and chief
______________________________________ accounting officer
Pamela G. Rogers
Robert C. Ammerman* Director
______________________________________
Robert C. Ammerman
Randy Laney* Director
______________________________________
D. Randy Laney
Hannah C. Stone* Director
______________________________________
Hannah C. Stone
*BY: /s/ Kyle D. Parker
______________________________________
Kyle D. Parker
Attorney-in-Fact
II-6
EXHIBIT INDEX
Exhibit
Number
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***1.1 Form of Underwriting Agreement
*2.1 Agreement and Plan of Merger, dated as of June 16, 1999
*2.2 Certificate and Articles of Merger of Law Office Information Systems,
Inc. (an Arkansas Corporation) with and into Loislaw.com, Inc. (a
Delaware Corporation).
*3.1 Certificate of Incorporation of Loislaw.com, as filed with the
Secretary of State of Delaware on June 16, 1999.
*3.2 Bylaws of Loislaw.com
**3.3 Certificate of Designation as filed with the State of Delaware
***4.1 Specimen Certificate for shares of common stock
*4.2 Amended and Restated Stockholders' Agreement, dated as of May 25,
1999 by and among Loislaw.com and certain stockholders
*4.3 Amended and Restated Registration Rights Agreement, dated as of May
25, 1999 by and among Loislaw.com and certain stockholders
***5.1 Opinion of Thompson & Knight, P.C.
*10.1 1996 Stock Option Plan
*10.2 Form of Employment Agreement by and between Loislaw.com and Kyle D.
Parker
*10.3 Form of Employment Agreement by and between Loislaw.com and Mark O.
Beyland
*10.4 Reimbursement Agreement by and among Kyle D. Parker, as Trustee for
The Parker Trust, Melissa Ann Parker and Capital Resource Lenders
III, L.P. dated as of November 24, 1997, as amended on June 17, 1999.
*10.5 Employment Agreement, effective as of July 2, 1996, by and between
Loislaw.com and W. Clark Wigley
*10.6 Corporate License and Services Agreement, effective as of February
18, 1998, by and between Loislaw.com and Verity, Inc., as amended
*10.7 Credit Agreement between Loislaw.com and Fleet National Bank, N.A.,
dated August 20, 1998
*10.8 First Amendment to Credit Agreement, by and between Loislaw.com and
Fleet National Bank, N.A., dated December 31, 1998
*10.9 Second Amendment and Waiver to Credit Agreement, by and between
Loislaw.com and Fleet National Bank, N.A., dated April 30, 1999
*10.10 Third Amendment to Credit Agreement, by and between Loislaw.com and
Fleet National Bank, N.A., dated May 25, 1999
*10.11 Form of Indemnity Agreement with a schedule of pending director and
officer signatories.
*10.12 Lease Agreement by and between Loislaw.com and the Parker Law Office
dated May 5, 1999.
**10.13 Agreement by and between Loislaw.com and Pacific Data Conversion
Corporation, dated December 29, 1998.
**10.14 Agreement by and between Loislaw.com and Infocon, dated July 1, 1998
**10.15 Master Services Agreement by and among Loislaw.com, Digital
Publishing International Ltd. and Innodata Corporation, dated June
10, 1998
***10.16 Employee Stock Purchase Plan.
***10.17 1999 Nonqualified Stock Option Plan for Nonemployee Directors
*10.18 Senior Subordinated Note and Securities Purchase Agreement, dated as
of November 24, 1997, by and between Loislaw.com and Capital Resource
Lenders III, L.P., as amended.
Exhibit
Number
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*10.19 Internet Services General Agreements by and between Loislaw.com and
AT&T, dated as of December 21, 1998.
*10.20 AT&T Contract Tariff Order Form by and between AT&T Corp. and
Loislaw.com, dated as of April 6, 1999.
*10.21 Agreement by and between AT&T Corp. and Loislaw.com for AT&T
WorldNetSM Services, dated as of September 25, 1995.
*10.22 Form of Customer Subscription Agreement.
*21.0 Subsidiaries of Loislaw.com
***23.1 Consent of Thompson & Knight, P.C. (included in its opinion filed as
Exhibit 5 hereto)
*23.2 Consent of KPMG LLP
*24.1 Power of Attorney (included on signature page of the Registration
Statement as initially filed)
*27.1 Financial Data Schedule
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* Previously filed on June 18, 1999.
** Filed herewith
*** To be filed by amendment.