-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OT5sHmEZe58RxOTqH3ZKyEemQc7V2m0EEItn6xEb4h5iWrQzVjNeR61Xa+6ICXnA Ntkkbvr8xawFJVRBcmA+pw== 0000950129-98-001663.txt : 19980427 0000950129-98-001663.hdr.sgml : 19980427 ACCESSION NUMBER: 0000950129-98-001663 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980420 DATE AS OF CHANGE: 19980424 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHTSTAR INFORMATION TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001050025 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 760553110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-50455 FILM NUMBER: 98597069 BUSINESS ADDRESS: STREET 1: 10375 RICHMOND AVE STREET 2: STE 1620 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7133612500 MAIL ADDRESS: STREET 1: 10375 RICHMOND AVE STREET 2: STE 1620 CITY: HOUSTON STATE: TX ZIP: 77042 S-1 1 BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 7373 76-0553110 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
10375 RICHMOND AVENUE, SUITE 1620 HOUSTON, TEXAS 77042 (713) 361-2500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) MARSHALL G. WEBB BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. 10375 RICHMOND AVENUE, SUITE 1620 HOUSTON, TEXAS 77042 (713) 361-2500 FAX: (713) 361-2501 (Name, address, including zip code, and telephone number, including area code, of registrant's agent for service) --------------------- Copies to: ROBERT J. VIGUET, JR. CHARLES L. STRAUSS CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN FULBRIGHT & JAWORSKI L.L.P. 1200 SMITH STREET, SUITE 1400 1301 MCKINNEY, 51ST FLOOR HOUSTON, TEXAS 77002-4310 HOUSTON, TEXAS 77010-3095 (713) 658-1818 (713) 651-5151 FAX: (713) 658-2553 FAX: (713) 651-5246
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------------- 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, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [X] (No. 333-43209) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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 the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================ TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF REGISTERED BE REGISTERED(1) PRICE PER SHARE PRICE(1) REGISTRATION FEE - - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 575,000 shares $13.00 $7,475,000 $2,206 ================================================================================================================================
(1) Includes 75,000 shares of Common Stock issuable upon exercise of the Underwriters' over-allotment option. --------------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. ================================================================================ 2 The contents of the registration statement on Form S-1 (No. 333-43209) filed by BrightStar Information Technology Group, Inc. pursuant to the Securities Act of 1933, as amended, and declared effective on April 16, 1998, are hereby incorporated by reference in this Registration Statement. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 16, 1998. BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. By: /s/ MARSHALL G. WEBB ------------------------------------------ Marshall G. Webb, 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 indicated as of April 16, 1998.
SIGNATURE TITLE --------- ----- GEORGE M. SIEGEL* Chairman of the Board of Directors - - ----------------------------------------------------- George M. Siegel /s/ MARSHALL G. WEBB President, Chief Executive Officer and - - ----------------------------------------------------- Director Marshall G. Webb (Principal Executive Officer) DANIEL M. COFALL* Executive Vice President, Chief - - ----------------------------------------------------- Financial Officer and Treasurer Daniel M. Cofall (Principal Financial and Accounting Officer) *By: /s/ MARSHALL G. WEBB ------------------------------------------------ Marshall G. Webb Attorney-in-Fact
4 EXHIBIT INDEX The contents of the Registration Statement on Form S-1 (Registration No. 333-43209), registering 3,750,000 shares of common stock, $.001 par value, of the Registrant, are hereby incorporated by reference herein. Filed as exhibits hereto are the following opinions and consents:
EXHIBITS DESCRIPTION -------- ----------- 5.1 -- Opinion of Chamberlain, Hrdlicka, White, Williams & Martin as to the legality of the securities being registered. 23.1 -- Consent of Deloitte & Touche, LLP. dated April 20, 1998. 23.2 -- Consent of Deloitte Touche Tohmatsu dated April 20, 1998. 23.3 -- Consent of Chamberlain, Hrdlicka, White, Williams & Martin (included in Exhibit 5.1). 23.4 -- Consent of Brian R. Blackmarr to be named as a director. 23.5 -- Consent of Jennifer T. Barrett to be named as a director. 23.6 -- Consent of David A. Reamer to be named as a director. 23.7 -- Consent of William H. Sitter to be named as a director. 24.1 -- Power of Attorney (incorporated by reference to page II-5 of the Registrant's Registration Statement on Form S-1, SEC File No. 333-43209, dated December 24, 1997).
EX-5.1 2 OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS 1 EXHIBIT 5.1 April 20, 1998 BrightStar Information Technology Group, Inc. 10375 Richmond Avenue, Suite 1620 Houston, Texas 77042 Gentlemen: We have acted as counsel to BrightStar Information Technology Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1 ( the "Public Offering Registration Statement") under the Securities Act of 1933, as amended, relating to the proposed offering of up to 4,312,500 shares of the common stock, par value $.001 per share ("Common Stock"), of the Company and a Registration Statement on Form S-1 filed pursuant to Rule 462(b) of Regulation C (the "Rule 462 Registration Statement") covering the issuance and sale of up to an additional 575,000 shares of the Company's Common Stock (collectively, the shares covered under the Public Offering Registration Statement and the Rule 462 Registration Statement are sometimes referred to herein as the "Shares"). The Shares are to be offered upon the terms and subject to the conditions set forth in a proposed Underwriting Agreement by and among CIBC Oppenheimer Corp. and Dain Rauscher Incorporated, as representatives of the several underwriters, and the Company. In so acting, we have examined the Public Offering Registration Statement on Form S-1 and the Rule 462 Registration Statement on Form S-1. We have examined originals or copies certified or otherwise identified to our satisfaction of the Certificate of Incorporation of the Company, and any amendments thereto, the Bylaws of the Company, the corporate proceedings with respect to the offering of the Shares, and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity and completeness of the originals of such latter documents, and the correctness of all statements of fact contained in all documents that we have examined. 2 Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares are duly authorized and, when issued and delivered to the purchasers thereof against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. The opinions expressed herein are rendered solely for your benefit in connection with the transactions described herein. Those opinions may not be used or relied upon by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except that we hereby consent to the filing of this opinion as an exhibit to the Rule 462 Registration Statement. Consent also is given to the reference to this firm under the caption "Legal Matters" in the prospectuses forming a part of the Rule 462 Registration Statement. Very truly yours, /s/ CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN EX-23.1 3 CONSENT OF DELOITTE & TOUCHE, LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of BrightStar Information Technology Group, Inc. on Form S-1 of our reports for Brian R. Blackmarr and Associates, Inc. dated December 19, 1997, Integrated Controls, Inc. dated February 9, 1998, Mindworks Professional Education Group, Inc. dated February 6, 1998, Software Consulting Services America, LLC dated February 16, 1998, Software Innovators, Inc. dated December 19, 1997, Zelo Group, Inc. dated February 16, 1998, and BIT Investors, LLC dated February 16, 1998, appearing in Registration Statement No. 333-43209 on Form S-1 dated April 14, 1998 and the Prospectus, which is part of Registration Statement No. 333-43209. DELOITTE & TOUCHE LLP Dallas, Texas April 20, 1998 EX-23.2 4 CONSENT OF DELOITTE TOUCHE TOHMATSU 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of BrightStar Information Technology Group, Inc. on Form S-1 of our report for SCS Unit Trust dated December 19, 1997, appearing in Registration Statement No. 333-43209 on Form S-1, dated April 14, 1998 and the Prospectus, which is part of Registration Statement No. 333-43209. DELOITTE TOUCHE TOHMATSU Melbourne, Australia April 20, 1998 EX-23.4 5 CONSENT OF BRIAN R. BLACKMARR 1 EXHIBIT 23.4 CONSENT OF PERSON TO BECOME A DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended (the "Act"), I hereby consent to the use of my name and any reference to me as a person nominated to become a director of BrightStar Information Technology Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission pursuant to the Act, and any amendments thereto. Dated: April 17, 1998 /s/ BRIAN R. BLACKMARR ----------------------------- Brian R. Blackmarr EX-23.5 6 CONSENT OF JENNIFER T. BARRETT 1 EXHIBIT 23.5 CONSENT OF PERSON TO BECOME A DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended (the "Act"), I hereby consent to the use of my name and any reference to me as a person nominated to become a director of BrightStar Information Technology Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission pursuant to the Act, and any amendments thereto. Dated: April 17, 1998 /s/ JENNIFER T. BARRETT ----------------------------- Jennifer T. Barrett EX-23.6 7 CONSENT OF DAVID A. REAMER 1 EXHIBIT 23.6 CONSENT OF PERSON TO BECOME A DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended (the "Act"), I hereby consent to the use of my name and any reference to me as a person nominated to become a director of BrightStar Information Technology Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission pursuant to the Act, and any amendments thereto. Dated: April 17, 1998 /s/ DAVID A. REAMER ------------------------------------ David A. Reamer EX-23.7 8 CONSENT OF WILLIAM H. SITTER 1 EXHIBIT 23.7 CONSENT OF PERSON TO BECOME A DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended (the "Act"), I hereby consent to the use of my name and any reference to me as a director of BrightStar Information Technology Group, Inc. ("BrightStar") in the Prospectus constituting a part of BrightStar's Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission pursuant to the Act, and any amendments thereto. Dated: April 18, 1998 /s/ WILLIAM H. SITTER -------------------------------------- William H. Sitter -----END PRIVACY-ENHANCED MESSAGE-----