As filed with the Securities and Exchange Commission on September 29, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 71-0655999
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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105 North 28th Street
Van Buren, Arkansas 72956
(Address of Principal Executive Offices) (Zip Code)
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Employee Stock Purchase Plan
1996 Stock Option Plan
1999 Nonqualified Stock Option Plan for Nonemployee Directors
(Full Titles of the Plans)
Kyle D. Parker Copy to:
Chairman of the Board and Chief Executive Officer Kenn W. Webb, Esq.
Loislaw.com, Inc. Thompson & Knight L.L.P.
105 North 28/th/ Street 1700 Pacific Avenue
Van Buren, Arkansas 72956 Suite 3300
(501) 471-5581 Dallas, Texas 75201-4693
(Name, Address and Telephone Number, (214) 969-1700
including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title Amount Proposed Proposed Amount of
of Securities to to be Maximum Maximum Registration
be Registered Registered(1) Offering Aggregate Fee
Price Offering Price
Per Share
Common Stock to be issued
upon exercise of options to be
granted under the 1996 Stock 916,878 shares $14.00(3) $12,836,292 $3569.00
Option Plan
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Common Stock to be issued 300,000 shares $12.60(4) $3,780,000 $1051.00
pursuant to the Employee
Stock Purchase Plan(2)
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Common Stock to be issued 320,000 shares $14.00(3) $4,480,000 $1246.00
upon exercise of options to be
granted under the 1999
Nonqualified Stock Option Plan
for Nonemployee Directors
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(1) Pursuant to Rule 416, this Registration Statement also covers the number of
shares of common stock which may become issuable under the 1996 Stock
Option Plan, the Employee Stock Purchase Plan and the Nonqualified Stock
Option Plan for Nonemployee Directors by reason of adjustment to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests in
the Employee Stock Purchase Plan to be offered or sold pursuant to such
plan. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee
is required to register plan interests.
(3) Estimated pursuant to Rule 457(h) based on the initial price to the public
of Loislaw.com's common stock.
(4) Estimated pursuant to Rule 457(h) based on 90% of the initial price to the
public of Loislaw.com's common stock.
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PART I
Information Required In The Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
PART II
Information Required In The Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Loislaw.com, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference:
(1) The Registrant's Registration Statement on Form S-1, as declared effective
by the Commission on September 29, 1999 (File No. 333-81107), containing
audited financial statements for the fiscal year ended December 31, 1998.
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with and declared
effective by the Commission, pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report hereafter filed for the purpose of updating such
description.
In addition, all documents filed by the Registrant subsequent to the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or 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 other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
_________________
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law ("Section 145") permits indemnification of directors,
officers, agents and controlling persons of a corporation under certain
conditions and subject to certain limitations. Article VI of our Certificate of
Incorporation and Article VI of our Bylaws provide for the indemnification of
our directors, officers and other authorized representatives to the maximum
extent permitted by the Delaware General Corporation Law. Section 145 empowers
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer or agent of the corporation or
another enterprise if serving at the request of the corporation. Depending on
the character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he
reasonably believed to be in or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
by or in the right of the corporation, no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court of chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability such persons is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 further provides that to the extent a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
The Registrant's Bylaws permit the Registrant to purchase insurance on
behalf of any such person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the applicable provisions of the Registrant's Bylaws. The
Registrant currently carries directors and officers liability insurance with
policy limits of $20 million.
The Registrant has also entered into indemnification agreements with each
of the directors and executive officers of the Registrant that provide for
indemnification and expense advances in addition to those provided for in the
Registrant's certificate of incorporation and bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following documents are filed as Exhibits herewith pursuant to Item 601
of Regulation S-K or are incorporated in this Registration Statement by
reference to previous filings with the Commission as noted.
Exhibit
Number Description of Exhibit
------- ----------------------
5.1(1)......... Opinion of Thompson & Knight L.L.P. regarding legality of shares
10.1(2)........ 1999 Nonqualified Director Stock Option Plan for Nonemployee Directors
10.2(3)........ Employee Stock Purchase Plan
10.3(4)........ 1996 Stock Option Plan
23.1(1)........ Consent of independent public accountants
23.2(1)........ Consent of counsel (included in the opinion of Thompson & Knight L.L.P.
filed herewith as Exhibit 5.1)
- ----------------------------------
(1) Filed herewith.
(2) Filed as Exhibit 10.17 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 dated August 2, 1999, which exhibit is hereby
incorporated herein by reference.
(3) Filed as Exhibit 10.16 to Amendment No. 4 to the Registrant's Registration
Statement on Form S-1 dated September 28, 1999, which exhibit is hereby
incorporated herein by reference.
(4) Filed as Exhibit 10.1 to the Registrant's Registration Statement on Form
S-1 dated June 18, 1999, which exhibit is hereby incorporated herein by
reference.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) 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; (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; and (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
(1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering; and
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
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.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable. If a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
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 Registrant 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 of 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 Van Buren, State of Arkansas, on September 29, 1999.
LOISLAW.COM, INC.
(Registrant)
By: /s/ Kyle D. Parker
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Kyle D. Parker
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
We, the below signed officers and directors of Loislaw.com, Inc.
("Registrant"), do hereby constitute and appoint Kyle D. Parker and Mark O.
Beyland and each of them, with full power of substitution, our true and lawful
attorneys and agents, to do any and all acts and things in our names in the
capacities indicated that either of them may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in connection with this Registration Statement, including
specifically, but not limited to, the power and authority to sign for us, or any
of us, in our names in the capacities indicated, in any and all amendments
(including post-effective amendments) to this Registration Statement; and we do
hereby ratify and confirm all that Kyle D. Parker and Mark O. Beyland shall do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kyle D. Parker Chairman of the Board, Chief Executive September 29, 1999
- -------------------------------- Officer (principal executive officer) and
Kyle D. Parker Director
/s/ Mark O. Beyland President, Chief Financial Officer and September 29, 1999
- -------------------------------- Director (principal financial officer)
Mark O. Beyland
/s/ Pamela G. Rogers Controller (principal accounting officer) September 29, 1999
- --------------------------------
Pamela G. Rogers
/s/ Robert C. Ammerman Director September 29, 1999
- --------------------------------
Robert C. Ammerman
/s/ Hannah C. Stone Director September 29, 1999
- --------------------------------
Hannah C. Stone
/s/ D. Randy Laney Director September 29, 1999
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D. Randy Laney
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
members of the Administrative Committee of the Employee Stock Purchase Plan have
duly caused this registration statement to be signed on behalf of the
undersigned, thereunto duly authorized in the City of Van Buren, State of
Arkansas, on September 29, 1999.
Name Title Date
---- ----- ----
/s/ Pamela G. Rogers Committee Member September 29, 1999
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Name: Pamela G. Rogers
/s/ Mark O. Beyland Committee Member September 29, 1999
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Name: Mark O. Beyland
/s/ Barbara Wells Committee Member September 29, 1999
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Name: Barbara Wells
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
5.1(1)......... Opinion of Thompson & Knight L.L.P. regarding legality of shares
10.1(2)........ 1999 Nonqualified Director Stock Option Plan for Nonemployee Directors
10.2(3)........ Employee Stock Purchase Plan
10.3(4)........ 1996 Stock Option Plan
23.1(1)........ Consent of independent public accountants
23.2(1)........ Consent of counsel (included in the opinion of Thompson & Knight L.L.P.
filed herewith as Exhibit 5.1)
- ----------------------------------
(1) Filed herewith.
(2) Filed as Exhibit 10.17 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 dated August 2, 1999, which exhibit is hereby
incorporated herein by reference.
(3) Filed as Exhibit 10.16 to Amendment No. 4 to the Registrant's Registration
Statement on Form S-1 dated September 28, 1999, which exhibit is hereby
incorporated herein by reference.
(4) Filed as Exhibit 10.1 to the Registrant's Registration Statement on Form
S-1 dated June 18, 1999, which exhibit is hereby incorporated herein by
reference.
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