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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999.
REGISTRATION NO. 333-67399
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABR INFORMATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3228107
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
34125 U.S. HIGHWAY 19 NORTH, PALM HARBOR, FLORIDA 34684-2141, (727) 785-2819
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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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 34684-2141, (727) 785-2819
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With a copy to:
TODD B. PFISTER, ESQ.
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602
(813) 229-2300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 delivery of this 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
1,198,008 SHARES
(ABR LOGO)
COMMON STOCK
The common stock of ABR Information Services, Inc. is quoted on the Nasdaq
National Market System under the symbol "ABRX." On January 11, 1999, the last
reported sale price of our common stock on the Nasdaq National Market System was
$22 13/16 per share.
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The shares of common stock offered by this prospectus will be sold from time to
time by the selling shareholders named in this prospectus. ABR will not receive
any proceeds from the sale of shares by the selling shareholders.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT
YOU SHOULD CONSIDER BEFORE PURCHASING SHARES OFFERED BY THIS PROSPECTUS.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is , 1999.
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THE COMPANY
ABR, through its wholly-owned subsidiaries, ABR Benefits Services, Inc., Charing
Company, Inc., Matthews, Malone & Associates, Ltd., Business Computer Services,
Inc., MidAtlantic 401(k) Services, Inc., Chowning, Ltd., Western Pension Service
Corporation and BMC Consultants, Inc., is a leading provider of comprehensive
benefits administration, payroll and human resource services to employers
seeking to outsource these functions. ABR's operating revenues currently are
generated from three sources: employee health and welfare administration
services; qualified plan administration services; and integrated HRIS/payroll
administration services. All services are offered on either an "a la carte" or a
total outsourcing basis, allowing customers to outsource certain benefits
administration tasks which they find too costly or burdensome to perform
in-house, or to outsource the entire benefits administration function.
Additionally, ABR generates non-operating revenue from the short-term lease of
its St. Petersburg, Florida facility through its wholly-owned subsidiary, ABR
Properties, Inc.
The first source of ABR's revenue is providing employee health and welfare
administration outsourcing services. In particular, we generate portability
(i.e., COBRA (the "Consolidated Omnibus Budget Reconciliation Act"), HIPAA (the
"Health Insurance Portability and Accountability Act of 1996") and
state-mandated continuation coverage) compliance services revenues primarily
through qualifying event agreements with employers and capitation agreements
with insurance companies. In addition, we generate health and welfare
administration services revenues by providing administration services for
benefits provided to active employees, including open enrollment, employee
enrollment and eligibility, and flexible spending account administration, as
well as by providing administration services for benefits provided to retired
and inactive employees, including retiree healthcare, disability, surviving
dependent, family leave and severance benefits. Most services are offered both
on a one-time and a continuous basis.
The second source of ABR's revenue is providing employee qualified plan
administration services, including 401(k) plan administration, profit sharing
administration, defined benefit plan administration, ESOP administration and
Qualified Domestic Relations Order ("QDRO") administration.
The third source of ABR's revenue is providing integrated HRIS/payroll
administration services, including tax deposit services and integrated human
resource solutions.
ABR provides portability (primarily COBRA and HIPAA) services through the trade
name CobraServ(R) and payroll and tax deposit services through the trade name
PayAmerica(R). ABR employs approximately 1,400 people in marketing/operations
centers in Florida, New Jersey, Virginia, Maryland, California, Wisconsin,
Pennsylvania, Arizona, South Carolina and Colorado.
ABR's principal executive offices are located at 34125 U.S. Highway 19 North,
Palm Harbor, Florida 34684-2141, and its telephone number is (727)785-2819.
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RISK FACTORS
An investment in the common stock involves certain risks. You should consider
carefully the following factors, in addition to the other information included
in, or incorporated by reference into, this prospectus before investing in the
shares.
Forward-looking statements contained in this prospectus are subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995 and are
highly dependent upon a variety of important factors that could cause actual
results to differ materially from those reflected in such forward-looking
statements. When used in this document and documents referenced herein, the
words "intend," "anticipate," "believe," "estimate," and "expect" and similar
expressions as they relate to ABR are included to identify such forward-looking
statements. These forward-looking statements are based largely on ABR's current
expectations and are subject to a number of risks and uncertainties, including
without limitation, those identified under "Risks Factors" and other risks and
uncertainties indicated from time to time in ABR's filings with the SEC. Actual
results could differ materially from these forward-looking statements.
FAILURE TO INCREASE MARKET SHARE OR EXPAND SERVICES COULD ADVERSELY IMPACT ABR'S
GROWTH
ABR's growth strategy depends in large part on its ability to increase its share
of the market for various lines of benefits administration, payroll and human
resource services and expand or enhance its lines of services in response to
customer needs. For example, ABR recently expanded its operations, primarily
through acquisition, to include integrated HRIS/payroll administration services.
ABR may not have sufficient financial, managerial or other resources to continue
to implement its growth strategy or to otherwise maintain its historic rate of
growth and profitability. If ABR were to encounter difficulties in increasing
its market share for its current lines of benefits administration services or
expanding its lines of services in response to customer needs, such difficulties
could have a material adverse effect on ABR's business, financial condition and
results or operations. For example, the failure by ABR to successfully design,
develop, integrate and introduce on a timely basis new services or enhancements,
such as those afforded by its Maximilian (previously referred to as "Max Version
II") software platform, could prevent ABR from maintaining existing client
relationships, gaining new clients or expanding its markets.
POTENTIAL DIFFICULTIES IN INTEGRATING RECENT ACQUISITIONS AND IDENTIFYING,
CONSUMMATING AND INTEGRATING FUTURE ACQUISITIONS
ABR has completed seven acquisitions of benefits administration businesses since
February 1, 1998. To date, ABR has not experienced significant unforeseen
difficulties in integrating any of these acquisitions, and none of the acquired
entities or their respective service lines has performed materially below ABR's
expectations. Nevertheless, each of these acquisitions has resulted in, among
other things, (i) the amortization of intangible assets, and (ii) the diversion
of management's attention to the integration of the acquired business.
ABR's future growth may depend to some extent on its ability to successfully
complete strategic acquisitions to expand or complement its existing operations.
Thus, ABR intends
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to continue to pursue acquisitions of complementary businesses. ABR may not be
able to identify, consummate or successfully integrate future acquisitions.
Acquisitions involve significant risks which could have a material adverse
effect on ABR, including: (i) the diversion of management's attention to the
integration of the businesses to be acquired; (ii) the need to implement
financial and other systems and add management resources; (iii) potential
liabilities of the acquired business; (iv) unforeseen difficulties in the
acquired operations; (v) adverse short-term effects on ABR's operating results;
(vi) the dilutive effect of the issuance of additional equity securities; (vii)
the incurrence of additional debt; and (viii) the amortization of goodwill and
other intangible assets. ABR may be unable to identify or consummate suitable
acquisitions in the future. Furthermore, an acquisition may not achieve levels
of revenue and profitability or otherwise perform as expected, or may not be
consummated on acceptable terms to enhance shareholder value. Currently, ABR has
no arrangements or understandings with any party with respect to any
acquisition. ABR continues to monitor acquisition opportunities.
GROWTH PLACES SIGNIFICANT DEMAND ON ABR'S MANAGEMENT AND OTHER RESOURCES
ABR's business has grown significantly in size and complexity over the past four
years. ABR's number of employees has increased from approximately 900 at the end
of fiscal 1997 to approximately 1,400 at the end of fiscal 1998. This growth has
placed, and is expected to continue to place, significant demands on ABR's
management, information and processing systems, and internal controls. To meet
such demands, ABR intends to continue to hire new employees, increase
expenditures on research and development, and invest in new equipment and make
other capital expenditures. In addition, ABR expects that it will need to
develop further its financial and managerial controls and reporting systems and
procedures to accommodate any future growth. Failure to expand any of the
foregoing areas in an efficient manner could have a material adverse effect on
ABR's business, financial condition and results of operations.
DEPENDENCE ON TREND TOWARD OUTSOURCING
ABR's business and growth depend in large part upon the trend toward
"outsourcing" -- i.e., contracting with third parties to provide support
services. There can be no assurance that this trend will continue, as
organizations may elect to perform such services themselves. A significant
change in this trend could have a material adverse effect upon ABR's business,
financial condition and results of operations. Additionally, there can be no
assurance that ABR's cross-selling efforts will cause its customers to purchase
additional services from ABR or adopt a single-source outsourcing approach.
DEPENDENCE ON KEY CUSTOMERS
Approximately 39.7%, 33.5% and 36.1% of ABR's revenues in fiscal 1996, 1997 and
1998, respectively, were attributable to ABR's ten largest customers. During
fiscal 1996, 1997 and 1998, General Electric Company accounted for approximately
15.0%, 14.5% and 10.5%, respectively, of ABR's revenues. In December, 1995, ABR
entered into a four-year contract with this customer. This contract was renewed
for an additional three-year term in fiscal 1998. ABR's loss of any of its large
customers, including General Electric Company, could have a material adverse
effect on ABR's business, financial condition and results of operations.
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DEPENDENCE ON PORTABILITY COMPLIANCE SERVICES
ABR's business is highly dependent on portability compliance services related
primarily to COBRA and HIPAA. "Portability" refers to the ability of employees
to continue their healthcare coverage after a change in employment status and to
take certain benefits with them to new employers. During each of the fiscal
years ended July 31, 1996, 1997, and 1998, ABR derived approximately 69.9%,
65.6% and 54.7%, respectively, of its revenues from COBRA and HIPAA compliance
services. Since its enactment in 1986, COBRA has been frequently amended by
Congress, and is subject to judicial interpretation and proposed regulations of
the Internal Revenue Service, as well as interpretive releases promulgated by
the Department of Labor. HIPAA was enacted in 1996 and is also subject to
amendment, interpretation and regulation. While the impact of future legislative
and regulatory changes affecting COBRA and HIPAA cannot be determined, any
material modification of the federal laws and regulations governing such
statutes could have, and the enactment of laws or regulations substantially
reducing or eliminating COBRA, HIPAA, or similar continuation benefits would
have, a material adverse effect on ABR's business, financial condition and
results of operations.
RISKS ASSOCIATED WITH LOSS OR INTERRUPTION OF INFORMATION PROCESSING
CAPABILITIES
ABR's business is dependent on its ability to store, retrieve, process and
manage significant databases, and to periodically expand and upgrade its
information processing capabilities. ABR's principal computer equipment and
software systems are maintained at its headquarters in the Tampa/St. Petersburg
metropolitan area. ABR's primary data center is located in Florida and protected
by a fire extinguishing system. The data center is supported by two centralized
UPS (uninterruptible power supply) systems that provide short-term battery
backup in the event of a power outage, reduced voltage or power surge, and dual
phone and electric feeds from adjacent, but separate, power grids. Further back-
up power is supplied for the primary data center by a diesel powered generator,
which could continuously power the data center for 5-7 days. In addition, the
facility which houses the data center is built to withstand 130+ mile per hour
wind and is approximately 35 feet above sea level. Multiple layers of password
and access authorization are imposed to prevent unauthorized access, use or
distribution of information. ABR maintains log-in records of all users,
restricts certain key record fields and maintains audit trial records of all
changes. Software and related data files are backed up three times a day and
stored off-site at multiple locations.
Interruption or loss of ABR's information processing capabilities through loss
of stored data, breakdown or malfunctioning of computer equipment and software
systems, telecommunications failure or damage to ABR's headquarters and systems
caused by fire, hurricane, lightning, electrical power outage or other
disruption could have a material adverse effect on ABR's business, financial
condition and results of operations. Although ABR maintains business
interruption insurance providing for three months of operations with an
aggregate limit of $2.0 million per occurrence, there can be no assurance that
such insurance will: (i) continue to be available; (ii) continue to be available
at reasonable prices; (iii) cover all such losses; or (iv) be sufficient to
compensate ABR for losses due to its inability to provide services to its
customers.
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RELIANCE ON TECHNOLOGY AND COMPUTER SYSTEMS
ABR provides the majority of its services to customers using proprietary
software that is owned by ABR and not licensed to others. ABR utilizes certain
third-party software to service a portion of its qualified plans operations.
ABR's major programming initiatives include Maximilian, which includes an
enhanced enrollment and eligibility software platform, and Freedom, an enhanced
integrated HRIS/payroll platform which will be linked with ABR's other service
lines through Maximilian. When completed, Maximilian is expected to supersede
ABR's existing eligibility and enrollment software and add greater synergy and
scalability to its existing product lines. No assurances can be given, however,
that Maximilian or Freedom will perform as anticipated or will be adequate to
meet ABR's or its customers' future needs. Certain elements of Maximilian were
placed on-line in October 1998 and further programming is expected to continue
through calendar 1999. Nevertheless, there can be no assurances that the
development and implementation of Maximilian will be completed on a timely and
cost-effective basis, and the failure to do so could have a material adverse
effect on ABR's business, financial condition and results of operations.
Moreover, there can be no assurance that any of ABR's information processing
systems will be adequate to meet its future needs or that ABR will be able to
incorporate new technology to enhance and develop its existing services.
DEPENDENCE ON SENIOR MANAGEMENT
The success of ABR is largely dependent upon the efforts, direction and guidance
of its senior management. ABR's continued growth and success also depend in part
on its ability to attract and retain skilled employees and managers, and on the
ability of its executive officers and key employees to manage its operations
successfully. ABR has entered into employment agreements and/or employment and
severance agreements with certain of its executive officers. The loss of any of
ABR's senior management or key personnel, and in particular, James E.
MacDougald, Chairman of the Board, President and Chief Executive Officer, or its
inability to attract and retain key employees in the future, could have a
material adverse effect on ABR's business, financial condition and results of
operations. ABR maintains key man life insurance policies on James E.
MacDougald, Chairman of the Board, President and Chief Executive Officer, and
James P. O'Drobinak, Senior Vice President and Chief Financial Officer, in the
amount of $2.0 million and $300,000, respectively.
EXISTENCE OF SUBSTANTIAL COMPETITION
The markets for ABR services are highly competitive, subject to rapid change and
significantly affected by new service introductions and other market activities
of industry participants. With respect to benefits administration services,
ABR's existing competitors include insurance companies, third-party
administrators and other outsourcing service companies. Certain of ABR's
existing competitors, as well as a number of potential competitors, have longer
operating histories, greater financial, technical, marketing and other
resources, greater name recognition and a larger number of clients than ABR. In
addition to ABR's competitors, services offered by ABR are often provided
in-house. Consequently, outsourcing of benefits administration and payroll
services may require ABR's potential customers to reduce, reassign or eliminate
in-house benefits administration
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or human resources personnel. Such personnel often have an interest in
maintaining these responsibilities in-house. ABR has experienced, and expects to
continue to experience, competition from new entrants into its markets.
Increased competition, the failure of ABR to compete successfully, pricing
pressures, loss of market share and loss of clients could have a material
adverse effect on ABR's business, financial condition and results of operations.
ABR believes that the most significant competitive factors in the sale of its
services include quality, reliability of services and integrity of data
provided, flexibility in tailoring services to client needs, assumption of
certain responsibilities for compliance with complex laws and regulations,
experience, reputation, comprehensive services, integrated services and price.
POTENTIAL LEGAL LIABILITY AS A PORTABILITY ADMINISTRATOR
ABR is subject to potential legal liability as a provider of portability
compliance services. As a provider of COBRA compliance services, ABR is subject
to excise taxes for noncompliance with certain provisions of COBRA. Under
current federal laws, the maximum amount of such taxes that may be imposed on
ABR in any taxable year for unintentional violations of COBRA is $2.0 million.
In addition to the excise tax liability that may be imposed on ABR, substantial
excise taxes may be imposed under COBRA on ABR's customers. Under ABR's service
agreements with its customers, ABR assumes financial responsibility for the
payment of such taxes assessed against its customers arising out of ABR's
failure to comply with COBRA, unless such taxes are attributable to the
customer's failure to comply with COBRA or with the terms of its agreement with
ABR. In addition to liability for excise taxes for noncompliance with COBRA, ABR
accepts financial responsibility for certain liabilities incurred by its
customers that are attributable to ABR's failure to comply with COBRA or to
fulfill the terms of its obligations to its customers under its agreements.
These liabilities could, in certain cases, be substantial. Although there can be
no assurance that ABR will not incur any material liability for non-compliance
with COBRA or for its failure to comply with its agreement with any customer, as
of the date of this prospectus ABR has not incurred any such material liability.
The imposition of such liability on ABR in excess of any available insurance
coverage could have a material adverse effect on ABR's business, financial
condition and results of operations.
As a provider of HIPAA compliance and administration services, ABR is subject to
ERISA penalties for noncompliance with certain provisions of HIPAA. Under ABR's
service agreements with its customers, ABR assumes financial responsibility for
the payment of penalties assessed against its customers arising out of the ABR's
failure to comply with HIPAA, unless such penalties are attributable to the
customer's failure to comply with HIPAA or with the terms of its agreement with
ABR. Under ERISA, employers that are subject to HIPAA are liable for penalties
at the rate of $110 per "qualified beneficiary" for each day during which the
customer's group healthcare plan is in noncompliance. These liabilities could,
in certain cases, be substantial. Although there can be no assurance that ABR
will not incur any material liability for noncompliance with HIPAA or for its
failure to comply with its agreement with any customer, as of the date of this
prospectus ABR had not incurred any such material liability. The imposition of
such
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liability on ABR in excess of any available insurance coverage could have a
material adverse effect on ABR's business, financial condition and results of
operations.
RISKS ASSOCIATED WITH PAYROLL TAX FILING SERVICE AND BENEFITS ADMINISTRATION
SERVICES
ABR's payroll tax filing service is subject to various risks resulting from
errors and omissions in filing client tax returns and paying tax liabilities
owed to tax authorities on behalf of clients. ABR's clients transfer to ABR
contributed employer and employee tax funds. ABR processes the data received
from the clients and remits the funds along with a tax return to the appropriate
tax authorities when due. Tracking, processing and paying such tax liabilities
is complex. Errors and omissions have occurred in the past and may occur in the
future in connection with such service. ABR is subject to large cash penalties
imposed by tax authorities for late filings or underpayment of taxes. To date,
such penalties have not been significant. However, liabilities associated with
such penalties could have a material adverse effect on ABR's business, financial
condition and results of operations. There can be no assurance that ABR's
reserves or insurance for such penalties will be adequate. In addition, failure
by ABR to make timely or accurate tax return filings or pay tax liabilities when
due on behalf of clients may damage ABR's reputation and could adversely affect
its relationships with existing clients and its ability to gain new clients.
ABR's payroll tax filing service is also dependent upon government regulations,
which are subject to continual changes. Failure by ABR to implement these
changes into its services and technology in a timely manner could have a
material adverse effect on ABR's business, financial condition and results of
operations. In addition, since ABR derives significant revenue from interest
earned from investment of collected but unremitted payroll tax funds, changes in
policies relating to withholding federal or state income taxes or reduction in
the time allowed for taxpayers to remit payment for taxes owed to government
authorities could have a material adverse effect on ABR's business, financial
condition and results of operations.
ABR's benefits administration services are subject to various risks resulting
from errors and omissions in processing and filing COBRA or other benefit plan
forms in accordance with governmental regulations and respective plans. ABR
processes data received from employees and employers and is subject to penalties
for any late or misfiled plan forms. There can be no assurance that ABR's
reserves or insurance for such penalties will be adequate. In addition, failure
to properly file plan forms would have a material adverse effect on ABR's
reputation, which could adversely affect its relationships with existing clients
and its ability to gain new clients. ABR's benefits administration services are
also dependent upon government regulations. These regulations are subject to
continuous changes that could reduce or eliminate the need for benefits
administration services.
ABR has access to confidential information and to client funds. As a result, ABR
is subject to potential claims by its clients for the actions of ABR's employees
arising from damages to the client's business or otherwise. ABR's fidelity bond
and errors and omissions insurance may not be adequate to cover any such claims.
Such claims could have a material adverse effect on ABR's business, financial
condition and results of operations.
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RISKS ASSOCIATED WITH INVESTMENT OF CLIENT FUNDS
ABR invests funds, including payroll tax funds transferred to it by clients and
COBRA premiums paid by continuants, until ABR remits the funds to tax
authorities or back to the continuants' former employers, respectively, when
due. ABR typically invests these funds, as well as its own cash balances, in
short-term financial instruments such as AA or better rated fixed-income
municipal instruments. These investments are exposed to several risks, including
credit risks from the possible inability of the borrowers to meet the terms of
their obligations under the financial instruments. ABR would be liable for any
losses on such investments, and such losses could have a material adverse effect
on ABR's business, financial condition and results of operations.
SEASONALITY OF CERTAIN SERVICE LINES
Certain of ABR's service lines are characterized by significant seasonality. As
a result, ABR's revenue will be subject to seasonal fluctuations, with the
largest increases in annual revenue occurring in ABR's second and third fiscal
quarters. During these quarters, new customers beginning flexible spending
accounts, qualified plans and payroll services are likely to start services with
ABR to coincide with the start of the tax (i.e., calendar) year. Also, qualified
plans and payroll services customers generally require additional
compliance-related work after the end of the tax year. Open enrollment services
similarly occur annually, generally prior to the start of the new benefits
(i.e., calendar) year.
INABILITY TO ATTRACT AND RETAIN EXPERIENCED PERSONNEL MAY ADVERSELY IMPACT ABR'S
BUSINESS
ABR's success depends to a significant degree on its ability to attract and
retain experienced employees. There is substantial competition for experienced
personnel, which ABR expects to continue. Many of the companies with which ABR
competes for experienced personnel have greater financial and other resources
than ABR. ABR has in the past and may in the future experience difficulty in
recruiting sufficient numbers of qualified personnel. In particular, ABR's
ability to find and train implementation employees is critical to ABR's ability
to achieve its growth objectives. The inability of ABR to attract and retain
experienced personnel as required could have a material adverse effect on ABR's
business, financial condition and results of operations.
LIMITATIONS ON PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
ABR's success is dependent in part upon its proprietary software technology. ABR
relies upon a combination of contract provisions and trade secret laws to
protect its proprietary technology. ABR attempts to protect its trade secrets
and other proprietary information through agreements with employees and
consultants. ABR does not hold any patents and does not have any patent
applications pending. The steps taken by ABR to protect its proprietary
technology may not be adequate to deter misappropriation of its proprietary
rights or third-party development of similar proprietary software. Similarily,
there can be no assurance that ABR's services and technology do not infringe any
existing patents, copyrights or other proprietary rights of others, or that
third parties will not assert infringement claims in the future. If any such
claims are asserted and upheld, the costs of
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defense could be substantial and any resulting liability to ABR could have a
material adverse effect on its business, financial condition and results of
operations.
DEPENDENCE ON THIRD-PARTY PROVIDERS TO DELIVER CHECKS
ABR depends on third-party courier services to deliver paychecks to clients.
Such courier services have been in the past and may be in the future unable to
timely pick up or deliver the paychecks from ABR to its clients for a variety of
reasons, including employee strikes, storms or other adverse weather conditions,
earthquakes or other natural disasters, logistical or mechanical failures or
accidents. Failure by ABR to deliver client paychecks on a timely basis could
damage ABR's reputation and have a material adverse effect on ABR's business,
financial condition and results of operations.
YEAR 2000 COMPLIANCE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. In 1996, ABR initiated
the process of modifying its existing software programs to become Year 2000
compliant. Management has determined that the Year 2000 issue will not pose a
significant operational problem for its computer systems.
ABR is utilizing both internal and external resources to test and reprogram, or
replace, its software for Year 2000 compliance. ABR is also in the process of
identifying non-IT systems in which Year 2000 problems could be embedded,
testing those systems for Year 2000 compliance, and correcting or replacing
those systems having Year 2000 problems. ABR anticipates completing the Year
2000 project for both IT and non-IT systems no later than March 1999, which is
prior to any anticipated impact on its operating systems. The total cost of the
Year 2000 project is estimated at approximately $250,000. Approximately $150,000
in costs has been incurred to date. These costs are being funded through
operating cash flows and are not expected to have a material effect on ABR's
results of operations. All costs associated with this conversion are being
expensed as incurred.
The cost of the project and the date on which ABR believes it will complete the
Year 2000 modifications are based on management's best estimates, which were
derived utilizing numerous assumptions of future events, including the continued
availability of certain resources, third-party modification plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties.
ABR has initiated formal communications with all of its significant suppliers
and large customers to determine the extent to which ABR's interface systems are
vulnerable to those third parties' failure to remediate their own Year 2000
issues. While some suppliers and customers have responded affirmatively, a
majority have not as yet provided the necessary feedback. There can be no
guarantee that the systems of other companies on which ABR's systems rely will
be timely converted and, thus, will not have a material adverse effect on ABR's
systems and, in turn, ABR's business, financial condition and results of
operations.
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ABR believes that its primary risks relating to the Year 2000 issues are those
that it cannot directly control, including the readiness of its major suppliers,
customers, service providers and service providers that supply customer
information. Failure on the part of these entities to timely remediate their
Year 2000 issues could result in disruptions in ABR's ability to provide
services, disruption in its customers' ability to conduct business and
interruptions to ABR's daily operations. Management believes that its exposure
to third-party risk may be minimized to some extent because it does not rely
significantly on any one supplier, customer, service provider or service
provider that supplies customer information. There can be no assurance, however,
that the systems of other unrelated entities on which ABR's systems and
operations rely will be corrected on a timely basis and, thus, will not have a
material adverse effect on ABR's business, financial condition and results of
operations.
ABR does not currently have formal contingency plans relating to third-party
Year 2000 issues or a timetable for implementing any such plans. Contingency
plans will be established, if they are deemed necessary, after ABR has
adequately assessed the impact on its operations should third parties fail to
properly remediate their computer systems. Contingency plans would include such
items as obtaining agreements with alternative suppliers, determining
alternative methods to facilitate the receipt and dissemination of customer
information and/or manually processing customer information previously processed
in an automated manner.
POSSIBLE ADVERSE EFFECT OF NATIONAL AND STATE HEALTH CARE REFORM PROPOSALS
The extent and type of government support for healthcare services, as well as
the extent and type of health insurance benefits that employers are required to
provide employees, have been the subject of intense scrutiny and debate in
recent years at both the national and state levels. Changes in government
support of healthcare services or the regulations governing such services,
including regulations governing the adoption of a single payor system, the
methods by which services are delivered, and the prices for services or
reimbursements of fees, could all have a material adverse effect on ABR's
business, financial condition and results of operations.
ANTI-TAKEOVER CONSIDERATIONS
ABR's Bylaws divide the Board of Directors into three classes serving staggered
three-year terms. The staggered Board of Directors and the anti-takeover effects
of certain provisions contained in the Florida Business Corporation Act and in
ABR's Articles of Incorporation and Bylaws, including, without limitation, the
ability of the Board of Directors of ABR to issue shares of preferred stock and
to fix the rights and preferences thereof, may have the effect of delaying,
deferring or preventing an unsolicited change in the control of ABR, which may
adversely affect the market price of the common stock.
VOLATILITY OF STOCK PRICE MAY RESULT IN LOSS OF INVESTMENT
The common stock has experienced significant volatility in its market price
since ABR's initial public offering in May 1994. ABR believes that market prices
of information technology and benefits administration stocks in general have
experienced volatility, which could affect the market price of ABR's common
stock regardless of ABR's financial results
11
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or performance. ABR further believes that various factors such as general
economic conditions, changes or volatility in the financial markets, changing
market conditions in the benefits administration outsourcing industry, and
quarterly or annual variations in ABR's financial results, could cause the
market price of the common stock to fluctuate substantially in the future.
FUTURE PAYMENT OF DIVIDENDS IS HIGHLY UNLIKELY
ABR has never declared or paid any cash dividends on its common stock. ABR
currently anticipates that all of its earnings will be retained for development
and expansion of its business and does not anticipate paying any cash dividends
in the foreseeable future. Any payments of future dividends and the amounts
thereof will be dependent upon ABR's earnings, financial requirements and other
factors deemed relevant by the Board of Directors.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
common stock.
12
14
SELLING SHAREHOLDERS
The following table sets forth certain information concerning the selling
shareholders:
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED MAXIMUM OWNED AFTER
PRIOR TO OFFERING NUMBER OF OFFERING(1)
------------------- SHARES BEING -------------------
NAME SHARES PERCENT OFFERED SHARES PERCENT
---- --------- ------- ------------ ------- --------
Joseph M. Speroni(2)........... 219,857 * 219,857 -- --
Paul J. Speroni(3)............. 238,995 * 238,995 -- --
Robert S. Speroni(4)........... 169,526 * 169,526 -- --
Stephen J. Speroni(5).......... 63,229 * 63,229 -- --
Joseph F. Speroni(6)........... 63,229 * 63,229 -- --
David M. Speroni(7)............ 63,229 * 63,229 -- --
Richard B. Speroni(8).......... 63,229 * 63,229 -- --
Rex Haverty(9)................. 112,029 * 112,029 -- --
E. Hale Waller(10)............. 126,966 * 126,966 -- --
Nikky Losapio(11).............. 59,749 * 59,749 -- --
Christopher Mantua(12)......... 17,970 * 17,970 -- --
Total................ 1,198,008 4.2% 1,198,008 -- --
- -------------------------
* Less than 1%.
(1) The selling shareholders may sell from time to time all or a portion of the
shares being offered. The amounts shown assume the sale of all the shares
being offered by each selling shareholder.
(2) Joseph M. Speroni was Chairman of the Board and President of PayAmerica
prior to the PayAmerica acquisition and has served as President of
PayAmerica since such acquisition.
(3) Paul J. Speroni is the Vice President -- Sales/Marketing of PayAmerica and
has served in such capacity since prior to the PayAmerica acquisition.
(4) Robert S. Speroni is the Vice President -- Information Systems of
PayAmerica and has served in such capacity since prior to the PayAmerica
acquisition.
(5) Stephen J. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(6) Joseph F. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(7) David M. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(8) Richard B. Speroni is an employee of PayAmerica and has served in such
capacity since prior to the PayAmerica acquisition.
(9) Rex Haverty was an officer of PayAmerica prior to the PayAmerica
acquisition and has since retired.
(10) E. Hale Waller is the Vice President -- Operations of PayAmerica and has
served in such capacity since prior to the PayAmerica acquisition.
(11) Nikky Losapio is an employee of PayAmerica and has served in such capacity
since prior to the PayAmerica acquisition.
(12) Christopher Mantua is the Vice President -- Client Implementation and
Training of PayAmerica and has served in such capacity since prior to the
PayAmerica acquisition.
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PLAN OF DISTRIBUTION
The shares may be sold from time to time by the selling shareholders. Such sales
may be made in the over-the-counter market or on one or more exchanges, or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions, or to one or more
underwriters for resale to the public. The shares sold may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; or (e) an underwritten
public offering. In effecting sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the selling shareholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this prospectus.
Brokers or dealers may be entitled to indemnification by the Company and the
selling shareholders against certain liabilities, including liabilities under
the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available to the public from the SEC's
Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:
1. Annual Report on Form 10-K for the fiscal year ended July 31, 1998;
2. Quarterly Report on Form 10-Q for the three months ended October 31,
1998;
3. Proxy Statement, dated November 16, 1998, for the 1998 Annual Meeting of
Shareholders; and
4. The description of the common stock set forth in the Registration
Statement on Form 8-A dated May 25, 1994.
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16
You may request a copy of these filings, at no cost, by writing or telephoning
our Chief Financial Officer at the following address:
ABR Information Services, Inc.
34125 U.S. Highway 19 North
Palm Harbor, Florida 34684-2141
(727) 785-2819
This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
LEGAL MATTERS
The validity of the shares of common stock to which this prospectus relates will
be passed upon for ABR by Foley & Lardner, Tampa, Florida.
EXPERTS
The consolidated financial statements and schedule of ABR included in ABR's
Annual Report on Form 10-K for the year ended July 31, 1998 have been audited by
Grant Thornton LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such financial statements
and schedule are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
15
17
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY ABR, THE SELLING SHAREHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF ABR SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
-------------------------
TABLE OF CONTENTS
-------------------------
PAGE
----
The Company...................... 2
Risk Factors..................... 3
Use of Proceeds.................. 12
Selling Shareholders............. 13
Plan of Distribution............. 14
Where You Can Find More
Information.................... 14
Legal Matters.................... 15
Experts.......................... 15
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
1,198,008 Shares
LOGO
Common Stock
-------------------------
PROSPECTUS
-------------------------
, 1999
- ------------------------------------------------------
- ------------------------------------------------------
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission filing fee............... $ 5,392.02
Accountants' fees and expenses.............................. 10,000.00
Legal fees and expenses..................................... 20,000.00
Printing fees............................................... 20,000.00
Miscellaneous............................................... 5,000.00
----------
Total............................................. $60,392.02
==========
- -------------------------
All of the fees, costs and expenses set forth above will be paid by ABR. Other
than the SEC filing fee, all fees and expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act (the "Florida Act") permits a Florida
corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have 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 in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.
ABR's Articles of Incorporation and Bylaws provide that ABR shall indemnify
directors and executive officers to the fullest extent now or hereafter
permitted by the Florida Act. In addition, ABR may enter into Indemnification
Agreements with its directors and executive officers in which ABR has agreed to
indemnify such persons to the fullest extent now or hereafter permitted by the
Florida Act.
The indemnification provided by the Florida Business Corporation Act and ABR's
Bylaws is not exclusive of any other rights to which a director or officer may
be entitled. The general effect of the foregoing provisions may be to reduce the
circumstances which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expense.
ABR may obtain a liability insurance policy for its directors and officers as
permitted by the Florida Act which may extend to, among other things, liability
arising under the Securities Act of 1933, as amended (the "Securities Act").
II-1
19
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
4.1 -- Specimen Certificate for the Common Stock of ABR Information
Services, Inc.*
5.1 -- Opinion of Foley & Lardner as to the legality of the
securities.**
23.1 -- Consent of Foley & Lardner (included in Exhibit 5.1).**
23.2 -- Consent of Grant Thornton LLP.
24.1 -- Power of Attorney.**
- -------------------------
* Previously filed as part of ABR's Form S-1 Registration Statement (No.
33-76922) dated May 26, 1994 and incorporated herein by reference.
** Previously filed.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and 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 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 Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(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;
II-2
20
Provided, however, that paragraphs (1)(i) and ((1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section or section 15(d)
of the Securities Exchange Act of 1934 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 which remain unsold at the termination
of the offering.
(4) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rules 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(5) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed anew 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.
(6) 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 19340 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 e the
initial bona fide offering thereof.
II-3
21
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-3 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 this 13th day
of January, 1999.
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 Amended
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES E. MACDOUGALD Chairman of the Board, President January 13, 1999
- ------------------------------------------ and Chief Executive Officer and
James E. MacDougald Director (Principal Executive
Officer)
/s/ JAMES P. O'DROBINAK Senior Vice President and Chief January 13, 1999
- ------------------------------------------ Financial Officer (Principal
James P. O'Drobinak Financial and Accounting Officer)
* Senior Vice President, Secretary January 13, 1999
- ------------------------------------------ and Director
Suzanne M. MacDougald
* Director January 13, 1999
- ------------------------------------------
Thomas F. Costello
* Director January 13, 1999
- ------------------------------------------
Mark M. Goldman
* Director January 13, 1999
- ------------------------------------------
Peter A. Sullivan
*By: /s/ JAMES P. O'DROBINAK
---------------------------
James P. O'Drobinak
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
4.1 -- Specimen Certificate for the Common Stock of ABR Information
Services, Inc.*
5.1 -- Opinion of Foley & Lardner as to the legality of the
securities.**
23.1 -- Consent of Foley & Lardner (included in Exhibit 5.1).**
23.2 -- Consent of Grant Thornton LLP.
24.1 -- Power of Attorney.**
- -------------------------
* Previously filed as part of ABR's Form S-1 Registration Statement
(Reg. No. 33-76922) dated May 26, 1994 and incorporated herein by reference.
** Previously filed.
S-1