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Registration No.
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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COMPUTER INTEGRATION CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0506623
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7900 GLADES ROAD, SUITE 4400
BOCA RATON, FLORIDA 33434
(Address of principal executive offices) (Zip Code)
COMPUTER INTEGRATION CORP. 1994 STOCK OPTION PLAN, AS AMENDED
1994 EMPLOYEE INCENTIVE PLAN
(Full titles of the plans)
SAMUEL C. MCELHANEY
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
COMPUTER INTEGRATION CORP.
7900 GLADES ROAD, SUITE 4400
BOCA RATON, FLORIDA 33434
(Name and address of agent for service)
(407) 482-6678
(Telephone number, including area code, of agent for service)
COPY TO:
DONN A. BELOFF, ESQ.
HOLLAND & KNIGHT
ONE EAST BROWARD BOULEVARD, SUITE 1300
FORT LAUDERDALE, FLORIDA 33301
(954) 525-1000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
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Common Stock, par value
$.001 per share 750,000 $1 13/32 1,054,688 $320
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(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low prices for the Registrant's Common Stock
reported on the NASDAQ National Market System on December 4, 1996.
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INCORPORATION BY REFERENCE
OF PREVIOUS REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed to register 750,000 shares
of Common Stock of the Registrant authorized pursuant to Amendment No. 1 to the
Registrant's 1994 Stock Option Plan. The contents of the Registrant's
Registration Statement on Form S-8, as amended, Registration Number 333-04123,
with respect to (i) 1,050,000 shares of common stock of the Registrant issuable
pursuant to the 1994 Stock Option Plan (prior to amendment) and (ii) 5,000
shares of common stock issuable pursuant to the Registrant's 1994 Employee
Incentive Plan, are incorporated herein by reference.
EXHIBITS
The following exhibits are filed herewith:
NO. DESCRIPTION
5.1 Opinion re legality
23.1 Consent of Ernst & Young, LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Holland & Knight (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Boca Raton, State of Florida, this 9th day
of December, 1996.
COMPUTER INTEGRATION CORP.
By: /s/ Samuel C. McElhaney
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Samuel C. McElhaney
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Capacity Date
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/s/ Samuel C. McElhaney Chairman of the Board and December 9, 1996
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Samuel C. McElhaney Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ John F. Chiste Chief Financial Officer, December 9, 1996
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John F. Chiste Treasurer (Principal
Financial and Accounting
Officer)
/s/ Araldo Cossutta Director December 9, 1996
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Araldo Cossutta
/s/ Frank Zappala Director December 9, 1996
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Frank Zappala
/s/ Ronald G. Assaf Director December 9, 1996
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Ronald G. Assaf