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As filed with the Securities and Exchange Commission on December 3, 1996
Registration No. 33-86520
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABR INFORMATION SERVICES, INC.
(Exact Name of registrant as specified in its charter)
FLORIDA 59-3228107
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
34125 U.S. HIGHWAY 19 NORTH, PALM HARBOR, FLORIDA 34684-2116
(Address of principal executive offices) (zip code)
ABR INFORMATION SERVICES, INC. AMENDED AND RESTATED 1987 STOCK OPTION PLAN
AND
ABR INFORMATION SERVICES, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full title of the Plan)
JAMES E. MACDOUGALD
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ABR INFORMATION SERVICES, INC.
34125 U.S. HIGHWAY 19 NORTH
PALM HARBOR, FLORIDA 34684-2116
(Name and address of agent for service)
(813) 785-2819
(Telephone number, including area code, of agent for service)
Copy to:
MARTIN A. TRABER, ESQ.
TODD B. PFISTER, ESQ.
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602-5804
(813) 229-2300
CALCULATION OF REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------
Title of each Proposed Proposed
class of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share offering price registration fee(2)
- - -----------------------------------------------------------------------------------------------------------------
Common Stock, 413,388 $42.75 $17,672,337 $5,355.26
$0.01 par value shares
- - -----------------------------------------------------------------------------------------------------------------
(1) Plus an indeterminate number of shares which may be issued as a result
of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, the registration fee has been calculated on the basis of
the average of the high and low prices of the registrant's Common
Stock as reported on the Nasdaq National Market on November 26, 1996.
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This Amendment No. 1 is being filed pursuant to Instruction E of Form
S-8 and amends the Form S-8 previously filed by the Registrant with the
Securities and Exchange Commission (Registration No. 33-86520). The provisions
of such Registration Statement are incorporated herein by reference.
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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 amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Palm Harbor, State of Florida, on December 2,
1996.
ABR INFORMATION SERVICES, INC.
By: /s/ James E. MacDougald
-------------------------------
James E. MacDougald,
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SPECIAL POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
amended registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints James E. MacDougald his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments
to this registration statement and any and all registration statements filed
pursuant to Rule 462(b) under the Securities Act of 1933), and to file the
same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Date: December 2, 1996 /s/ James E. MacDougald
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James E. MacDougald,
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
Date: December 2, 1996 /s/ Reva R. Maskewitz
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Reva R. Maskewitz,
Acting Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: December 2, 1996 /s/ Suzanne M. MacDougald
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Suzanne M. MacDougald,
Senior Vice President,
Secretary and Director
Date: December 2, 1996 /s/ Thomas F. Costello
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Thomas F. Costello, Director
Date: December 2, 1996 /s/ Mark M. Goldman
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Mark M. Goldman, Director
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EXHIBIT INDEX
SEQUENTIAL
PAGE NO.
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4A. ABR Information Services, Inc. Amended and Restated 1987 Stock Option Plan (filed
as Exhibit 10.6 of the registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1994 and incorporated herein by reference)
4B. ABR Information Services, Inc. 1993 Amended and Restated Stock Option Plan (Filed
as Exhibit 10.7 to registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1994 and incorporated herein by reference)
5. Opinion of Foley & Lardner as to the legality of the securities to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)
23B. Consent of Grant Thornton LLP
24. Power of Attorney (included on the Signature Page of this Amended Registration
Statement)
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