-----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, NJ08+1FkkJkqWiamq0f6E5DOlrTas942rIcOX35cqcoeUlMpuKnMz0EzXs+qKvZe jK8gnmhTRxbO6bgJJb8jxg== 0000950133-99-001657.txt : 19990506 0000950133-99-001657.hdr.sgml : 19990506 ACCESSION NUMBER: 0000950133-99-001657 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-74953 FILED AS OF DATE: 19990505 EFFECTIVENESS DATE: 19990505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALTY INFORMATION GROUP INC CENTRAL INDEX KEY: 0001057352 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 521543845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-77759 FILM NUMBER: 99610506 BUSINESS ADDRESS: STREET 1: 7475 WISCONSIN AVE. CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3012158300 MAIL ADDRESS: STREET 1: 4600 EAST WEST HWY CITY: BETHESDA STATE: MD ZIP: 20814 S-1MEF 1 REALTY INFORMATION GROUP INC FORM S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ REALTY INFORMATION GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 7375 52-1543845 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
------------------------ 7475 Wisconsin Avenue Bethesda, Maryland 20814 (301) 215-8300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ ANDREW C. FLORANCE President and Chief Executive Officer Realty Information Group, Inc. 7475 Wisconsin Avenue Bethesda, Maryland 20814 (301) 215-8300 (Address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: WILLIAM R. GALEOTA, ESQ. BRUCE S. MENDELSOHN, ESQ. MICHAEL K. ISENMAN, ESQ. PAUL A. BELVIN, ESQ. SHEA & GARDNER AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1800 MASSACHUSETTS AVENUE, N.W. 1333 NEW HAMPSHIRE AVENUE, N.W. WASHINGTON, D.C. 20036 WASHINGTON, D.C. 20036 (202) 828-2000 (202) 887-4000 FAX: (202) 828-2195 FAX: (202) 887-4288
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after effectiveness of the Registration Statement. 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, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[X] 333-74953 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, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
=============================================================================================================== Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of each class Amount to Price Per Offering Registration to be registered Be Registered(1) Share (2) Price (2) Fee - --------------------------------------------------------------------------------------------------------------- Common Stock ($.01 par value per share)........ 115,000 shares $34.50 $3,967,500 $1,103 ===============================================================================================================
(1) Includes 15,000 shares of Common Stock which may be purchased by the underwriters to cover overallotments, if any. (2) Based upon the actual offering price per share before underwriting discounts and commissions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V of Form S-1, both promulgated under the Securities Act of 1933, as amended. The contents of Registration Statement No. 333-74953, as amended, (the "Prior Registration Statement"), declared effective by the Commission on May 4, 1999, including any prospectuses filed pursuant thereto, are hereby incorporated herein by reference. This Registration Statement is being filed solely to increase the number of shares of common stock of Realty Information Group, Inc. (the "Common Stock") to be offered in the public offering of Common Stock contemplated by the Prior Registration Statement by 100,000 shares plus up to 15,000 shares that may be sold pursuant to the Underwriters' overallotment option. CERTIFICATION The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on May 6, 1999), (ii) it will not revoke such instructions, (iii) it has sufficient funds in this relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by the bank during regular business hours on May 5, 1999. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on the 5th day of May, 1999. REALTY INFORMATION GROUP, INC. By: /s/ --------------------------------------- Andrew C. Florance Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
SIGNATURE CAPACITY DATE --------- -------- ---- * Chairman of the Board May 5, 1999 - --------------------------------------------------- Michael R. Klein /s/ Chief Executive Officer and May 5, 1999 - --------------------------------------------------- President, and a Director Andrew C. Florance (Principal Executive Officer) /s/ Chief Financial Officer (Chief May 5, 1999 - --------------------------------------------------- Financial and Accounting Frank A. Carchedi Officer) * Director May 5, 1999 - --------------------------------------------------- David Bonderman * Director May 5, 1999 - --------------------------------------------------- Warren H. Haber * Director May 5, 1999 - --------------------------------------------------- John Simon * Director May 5, 1999 - --------------------------------------------------- Lanning Macfarland III *By: /s/ --------------------------------------------- Frank A. Carchedi Attorney-in-Fact
4 INDEX TO EXHIBITS Exhibit No Description 5.1 Opinion of Shea & Gardner 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Shea & Gardner (Contained in Exhibit 5.1) EX-5.1 2 OPINION OF SHEA AND GARDNER 1 EXHIBIT 5.1 [LETTERHEAD OF SHEA & GARDNER] May 5, 1999 Realty Information Group, Inc. 7475 Wisconsin Avenue Bethesda, Maryland 20814 Ladies and Gentlemen: As counsel for Realty Information Group, Inc., a Delaware corporation (the "Company"), we are familiar with the Company's Registration Statement on Form S-1, first filed with the Securities and Exchange Commission the ("Commission") under the Securities Act of 1933, as amended (the "Act"), on May 5, 1999, (the "Registration Statement") with respect to the offering (the "Offering") of up to 115,000 shares (the "Shares") of the Company's Common Stock, $.01 par value, by the Company and certain selling stockholders. In connection with the foregoing, we have examined (i) the Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on February 2, 1998, (ii) the Restated Certificate of Incorporation filed with the Secretary of State of Delaware on March 13, 1998, (iii) the By-laws of the Company, (iv) the form of stock certificate for Common Stock of the Company, and (v) such records of the corporate proceedings of the Company, such certificates of public officials and such other documents as we deemed necessary to render this opinion. We have assumed the genuineness of all signatures on all documents, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies. Based on such examination and assumptions, we are of the opinion that: 1. The Company is a corporation duly incorporated and existing under the laws of the State of Delaware; and 2. The Shares have been duly authorized and when sold, issued, and paid for pursuant to the duly executed Underwriting Agreement (in substantially the form filed as an exhibit to the Company's prior registration statement, Reg. No. 333-74953, and incorporated into the Registration Statement pursuant to Rule 462(b) under the Act) will be validly issued, fully paid and nonassessable. 2 We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement and to the reference to us in the Prospectus which is part of the Registration Statement. Very truly yours, SHEA & GARDNER By: /s/ William R. Galeota ---------------------- William R. Galeota, a partner EX-23.1 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-1) filed pursuant to Rule 462(b) of the Securities and Exchange Act of 1933, as amended, the reference to our firm under the caption "Experts" and of our reports dated February 12, 1999 for Realty Information Group, Inc., February 5, 1999 for LeaseTrend, Inc., and February 5, 1999 for Jamison Research, Inc., in the Registration Statement (Form S-1 No. 333-74953) and related Prospectus of Realty Information Group, Inc. for the registration of 2,750,000 shares of its common stock, filed with the Securities and Exchange Commission. /s/Ernst & Young LLP Washington, D.C. May 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----