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As filed with the Securities and Exchange Commission on April 9, 1997.
Commission file number: 33-89384-LA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
TO THE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Arizona 86-0498857
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2030 East Speedway Blvd.
Tucson, AZ 85719
(Address of principal executive offices)
(Zip Code)
Prologic Management Systems, Inc. 1994 Stock Option Plan
(Full title of the plan)
James M. Heim
President and Chief Executive Officer
2030 East Speedway Boulevard
Tucson, Arizona 85719
(Name and address of agent for service)
(520) 320-1000
(Telephone number, including area code, of agent for service)
Copies to:
Joseph P. Richardson, Esq.
Bryan Cave, L.L.P.
2800 North Central Avenue
21st Floor
Phoenix, Arizona 85004
(602) 230-7000
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The Registrant hereby amends Part II of its Form S-8, in its entirety, to read
as follows:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to 50,000 shares of Common Stock,
without par value, of Prologic Management Systems, Inc. (the "Registrant"),
issuable upon the exercise of a common stock purchase warrant dated June 7,
1994, issued to John W. Barrett. The Warrant was issued in consideration of
consulting services rendered, in lieu of cash. The consulting services,
performed at the request of the Registrant, were rendered between approximately
June 1, 1994 and February 29, 1996. The consulting services were not rendered in
connection with the offer or sale of securities.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The description of the Common Stock contained in the Company's
Prospectus included in the Registration Statement on Form
SB-2, File No. 33-89384-LA, as filed pursuant to Rule 424(b)
under the Securities Act;
(b) Annual Report on Form 10-KSB, as amended, for the fiscal year
ended March 31, 1996.
(c) Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1996;
(c) Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1996;
(d) Quarterly Report on Form 10-QSB for the fiscal quarter ended
December 31, 1996; and
(e) Current Report on Form 8-KSB, as amended, dated October 28,
1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Registrant limit the liability of
directors for monetary damages to the fullest extent allowed by Arizona law. The
effect of this provision is that the Registrant and shareholders, through
derivative suits, may not recover monetary damages against a director for breach
of the fiduciary duty of care, including those resulting from negligence, with
certain exceptions. Directors may still be liable for monetary damages for
breach of fiduciary duty for: i) acts or omissions involving intentional
misconduct or knowing or culpable violation of law; ii) acts or omissions that a
director believes to be contrary to the best interests of the corporation or its
shareholders or involve an absence of good faith by the director; iii) any
transaction in which a director received an improper personal benefit; iv) acts
or omissions showing a reckless disregard of the director's duty to the
corporation and its shareholders; v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of duty; vi)
liabilities arising out of transactions between the corporation and a director;
of vii) making improper distributions to shareholders or loans to directors.
The Articles of Incorporation also allow the Registrant to indemnify
its agents to the maximum extent permitted by Arizona law. Generally speaking,
agents (such as officers, directors and employees) must be indemnified if the
agent prevails on any claim made against him while acting as an agent. In cases
where indemnification is required, the Registrant is required to advance costs
of attorneys fees and other expenses, as well as costs of litigation and
settlement to the person indemnified. The Registrant has entered into
indemnification agreements with its directors and officers. The Registrant also
maintains a directors's and officer's liability insurance policy, as is
customary in the industry.
Sections 10-851 and 10-852 of the Arizona Revised Statutes provide for
the permissive or mandatory indemnification by a corporation of its directors
against liability in certain circumstances. In addition, Sections 10-851
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and 10-202 of the Arizona Revised Statutes provide that a corporation may, in
its articles of incorporation, specifically authorize broader indemnification of
its directors (on either a mandatory or permissive basis) than would otherwise
be provided by law. Under these statutes, a corporation such as the Registrant
that has provided in its articles of incorporation for mandatory indemnification
of directors in all circumstances permitted by law shall indemnify its directors
against liability for any action taken as directors (or any failure to take
action), other than liability for (a) the amount of a financial benefit received
by a director to which the director is not entitled; (b) an intentional
infliction of harm on the corporation or the shareholders; (c) a violation of
Section 10-833 of the Arizona Revised Statutes relating to the authorization of
unlawful distributions to shareholders; or (d) an intentional violation of
criminal law. However, indemnification is not available in connection with any
proceeding (i) by or in the right of the corporation in which the director is
adjudged liable to the corporation; or (ii) charging improper financial benefit
to the director in which the director is adjudged liable on the basis that such
an improper financial benefit was received by the director.
Under the Registrant's Articles and Section 10-856 of the Arizona
Revised Statutes, the Registrant's obligation to indemnify its officers against
liability is comparable to its obligation to indemnify its directors as
described in the preceding paragraph.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5 Opinion of Brown & Bain, P.A.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Brown & Bain, P.A. (included in Exhibit 5 hereto)
24 Power of Attorney (included on the signature page hereto)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, 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 Exchange Act) 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 be in the initial bona fide offering
thereof.
(b) 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 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
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 of 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.
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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
Post-effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tucson,
State of Arizona, on April 9, 1997.
Prologic Management Systems, Inc.
By: /s/ James M. Heim
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James M. Heim
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1993, this
Post-effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
POWER OF ATTORNEY
KNOW ALL MEN BE THESE PRESENTS, that each person whose signature
appears below constitute and appoints James M. Heim and William E. Wallin, each
as his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith 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 or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Signature Name and Title Date
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/s/ James M. Heim James M. Heim April 9, 1997
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President and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Richard E. Metz Richard E. Metz April 9, 1997
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Executive Vice President, Chief
Operating Officer, Secretary
and Director
* Herbert F. Day April 9, 1997
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Director
* Luke V. McCarthy April 9, 1997
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Director
* Craig W. Rauchle April 9, 1997
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Director
*By /s/ William E. Wallin William E. Wallin April 9, 1997
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Attorney-in-Fact Vice President, Finance, Chief
Financial Officer and
Treasurer (Principal Financial and
Accounting Officer)