AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2001
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
IMRGLOBAL CORP.
------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
FLORIDA 59-2911475
------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
----------
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
(727) 467-8000
-------------------------------------------------------------------------
(Address of Registrant's Principal Executive Offices, including Zip Code)
IMRGLOBAL CORP.
1999 EMPLOYEE STOCK INCENTIVE PLAN
----------------------------------
(Full Title of the Plan)
Dilip Patel, Esq.
Vice President-General Counsel and Secretary
IMRglobal Corp.
100 South Missouri Avenue
Clearwater, Florida 33756
(727) 467-8000
------------------------------------------
(Name, address, and Telephone Number,
Including Area Code, of Agent for Service)
----------
CALCULATION OF REGISTRATION FEE
Amount to Proposed Maximum Proposed Maximum Amount of
be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share Offering Price Fee(3)
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per 1,000,000(2) $ 5.7660 $ 5,766,000 $ 1,441.50
share(1)
- ------------------------------------------------------------------------------------------------------------------------------
(1) 2,000,000 shares relating to the IMRglobal Corp. 1999 Employee Stock
Incentive Plan were registered with the SEC on Form S-8 in September 1999
(Reg. No. 333-86753).
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover such additional shares of
common stock as may become issuable pursuant to the anti-dilution
provisions of the IMRglobal Corp. 1999 Employee Stock Incentive Plan.
(3) Under Rule 457(h) of the Securities Act of 1933, as amended, the
registration fee may be calculated based upon the average of the high and
low sales prices of the common stock of IMRglobal Corp. as reported on the
NASDAQ National Market on March 21, 2001 (a date within 5 business days
prior to filing of this Registration Statement) of $5.7660 per share for a
total offering of $5,766,000.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on Form S-8
and relating to the IMRglobal Corp. 1999 Employee Stock Incentive Plan, is
effective. Consequently, pursuant to General Instruction E of Form S-8, the
contents of the registration statement on Form S-8, filed by IMRglobal Corp.
with respect to the IMRglobal Corp. 1999 Employee Stock Incentive Plan
(333-86753), (which in turn incorporates other documents by reference) are
incorporated herein by reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
IMRglobal Corp. certifies that it has reasonable ground to believe that it meets
all of the requirements for filing a registration statement on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the city of Clearwater in the State
of Florida, on this 26th day of March, 2001.
IMRGLOBAL CORP.
By: /s/ SATISH K. SANAN
---------------------------------------
Satish K. Sanan
Chairman of the Board and
Chief Executive officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Satish K. Sanan and Dilip Patel, jointly
and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
By: /s/ SATISH K. SANAN
------------------------------------------
Name: Satish K. Sanan
Title: Chairman & Chief Executive Officer
(Principal Executive Officer)
Dated March 26, 2001
By: /s/ VICENT ADDONISIO By: /s/ MICHAEL J. DEAN
------------------------------------------ -------------------------------
Name: Vincent Addonisio Name: Michael J. Dean
Title: Executive Vice President, Title: Chief Financial Officer
Chief Administrative Officer, and (Principal Financial &
Director Accounting Officer)
Dated March 26, 2001 Dated March 26, 2001
By: /s/ PHILIP SHIPPERLEE By: /s/ CHARLES C. LUTHIN
------------------------------------------ -------------------------------
Name: Philip Shipperlee Name: Charles C. Luthin
Title: Senior Vice President & Director Title: Director
Dated March 26, 2001 Dated March 26, 2001
By: /s/JEFFERY S. SLOWGROVE
------------------------------------------
Name: Jeffery S. Slowgrove
Title: Director
Dated March 26, 2001
4
INDEX OF EXHIBITS
EXHIBIT DOCUMENT
- ------- --------
4.1 First Amendment to the 1999 Employee Stock Incentive Plan
5.1 Opinion regarding legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Counsel for opinion regarding legality (included
within Exhibit 5.1)