-----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, Dd0jmy99uXkklN8Hyb7hW6jqznfduGFxgzt5hIYF8x4ie50AXFpKfM4wIZt4LD4a TGePG+qfvRDB1+s7Gk2OOA== 0000950152-01-504028.txt : 20010820 0000950152-01-504028.hdr.sgml : 20010820 ACCESSION NUMBER: 0000950152-01-504028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010817 EFFECTIVENESS DATE: 20010817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATATRAK INTERNATIONAL INC CENTRAL INDEX KEY: 0000886530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 341685364 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67764 FILM NUMBER: 1717585 BUSINESS ADDRESS: STREET 1: 20600 CHAGRIN BLVD STREET 2: STE 1050 CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: 2169216505 MAIL ADDRESS: STREET 1: 20600 CHAGRIN BLVD STREET 2: STE 1050 CITY: CLEVELAND STATE: OH ZIP: 44122 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE CLINICAL RESEARCH INC DATE OF NAME CHANGE: 19960311 S-8 1 l89971as-8.txt DATATRAK INTERNATIONAL FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DATATRAK INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter)
Ohio 34-1685364 ---------------------------- ----------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization)
20600 Chagrin Boulevard, Suite 1050 Cleveland, Ohio 44122 (216) 921-6505 (Address of Principal Executive Offices, including Zip Code) --------- DATATRAK INTERNATIONAL, INC. 1999 OUTSIDE DIRECTOR STOCK OPTION PLAN (Full Title of the Plan) --------- Jeffrey A. Green Copy to: Chief Executive Officer and President Thomas F. McKee, Esq. DATATRAK International, Inc. Calfee, Halter & Griswold LLP 20600 Chagrin Boulevard 1400 McDonald Investment Center Suite 1050 800 Superior Avenue Cleveland, Ohio 44122 Cleveland, Ohio 44114 (216) 921-6505 (216) 622-8200 (Name, address and telephone number, including area code, of agents for service)
--------- CALCULATION OF REGISTRATION FEE
============================================================================================================================ Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Aggregate Offering Registered Registered (1) Per Share (2) Price (2) Amount of Registration Fee - ---------------------------------------------------------------------------------------------------------------------------- Common Shares, without par value, issuable upon exercise of options 250,000 $3.00 $750,000.00 $200.00 ============================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers such additional common shares, without par value, ("Common Shares") which may be issued or become issuable under the terms of the Registrant's 1999 Outside Director Stock Option Plan (the "Plan"), in order to prevent dilution resulting from any stock split, stock dividend, or similar transaction. (2) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price of the Common Shares of DATATRAK International, Inc. reported on Nasdaq on August 13, 2001, within five business days prior to filing. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS As specified by Rule 428(b)(1) of the Securities Act, documents containing the information specified in Part I of this Registration Statement will be sent or given to each person who holds outstanding options issued under the Company's employee benefit plan identified on the cover of this Registration Statement. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II below, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by DATATRAK International, Inc., formerly Collaborative Clinical Research, Inc. (the "Company"), with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; (ii) The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001; (iii) The Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001; (iv) The Company's Current Report on Form 8-K, filed on January 23, 2001; and (v) The description of the Common Shares contained in the Company's Form 8-A filed on May 10, 1996 (Commission File No. 0-20699); other than the portions of such documents that, by statute, by designation in such document, or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference. All documents subsequently filed by the Company 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 that indicates that all the securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, other than the portions of such documents that by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference. Any statement contained in documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded, for purposes of this Registration Statement, to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code sets forth the conditions and limitations governing the indemnification of officers, directors and other persons. Section 1701.13(E) provides that a corporation shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in a similar capacity with another corporation or other entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection therewith if he or she acted in good faith and in a manner that he or she reasonably believed to be in the best interests of the corporation and, with respect to a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. With respect to a suit by or in the right of the corporation, indemnity may be provided to the foregoing persons under Section 1701.13(E) on a basis similar to that set forth above, except that no indemnity may be provided in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and to the extent that the Court of Common Pleas or the court in which such action, suit or proceeding was brought determines that despite the adjudication of liability but in view of all the circumstances of the case such person is entitled to indemnity for such expenses as the court deems proper. Moreover, Section 1701.13(E) provides for mandatory indemnification of a director, officer, employee or agent of the corporation to the extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or director in defending an action, suit or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified. Section 1701.13(E) establishes provisions for determining whether a given person is entitled to indemnification, and also provides that the indemnification provided by or granted under Section 1701.13(E) is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise. Under certain circumstances provided in Article V of the Registrant's Third Amended and Restated Code of Regulations and subject to Section 1701.13(E) of the Ohio Revised Code (which sets forth the conditions and limitations governing the indemnification of officers, directors and other persons), the Registrant will indemnify any director or officer or any former director or officer of the Registrant against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her by reason of the fact that he or she is or was such director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. The Registrant has entered into indemnity agreements (the "Indemnity Agreements") with its Directors and executive officers. Pursuant to the Indemnity Agreements, the Registrant will indemnify a Director or executive officer of the Registrant (the "Indemnitee") if the Indemnitee is a party to or otherwise involved in any legal proceeding by reason of the fact that the Indemnitee is or was a Director or executive officer of the Registrant, or is or was serving at the request of the Registrant in certain capacities with another entity, against all expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such proceeding. Indemnity is only available if the Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant. The same coverage is provided whether or not the suit or proceeding is a derivative action. Derivative actions may be defined as actions brought by one or more shareholders of the corporation to 2 4 enforce a corporate right or to prevent or remedy a wrong to the corporation in cases where the corporation, because it is controlled by the wrongdoers or for other reasons, fails or refuses to take appropriate action for its own protection. The Indemnity Agreements mandate advancement of expenses to the Indemnitee if the Indemnitee provides the Registrant with a written promise to repay the advanced amounts in the event that it is determined that the conduct of the Indemnitee has not met the applicable standard of conduct. In addition, the Indemnity Agreements provide various procedures and presumptions in favor of the Indemnitee's right to receive indemnification under the Indemnity Agreement. Under the Registrant's Director and Officer Liability Insurance Policy, each Director and certain officers of the Registrant are insured against certain liabilities, including liabilities arising under the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See the Exhibit Index at Page E-1 of this Registration Statement. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (a) 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 of 1933; (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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (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; PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the 3 5 securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of 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 1934) that is incorporated by reference in the 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. 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 Securities Act and is, therefore, unenforceable. In the event 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 against the Registrant 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 17th day of August, 2001. DATATRAK INTERNATIONAL, INC. By: /s/ Jeffrey A. Green -------------------------------------- Jeffrey A. Green President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 17, 2001.
SIGNATURES TITLE ---------- ----- /s/ Jeffrey A. Green President and Chief Executive Officer and a - -------------------------------------------------------------- Director (Principal Executive Officer) Jeffrey A. Green /s/ Terry C. Black Vice President of Finance, Chief Financial - -------------------------------------------------------------- Officer, Treasurer and Assistant Secretary Terry C. Black (Principal Financial and Accounting Officer) /s/ Timothy G. Biro Director - -------------------------------------------------------------- Timothy G. Biro /s/ Robert E. Flaherty Director - -------------------------------------------------------------- Robert E. Flaherty /s/ Seth B. Harris Director - -------------------------------------------------------------- Seth B. Harris /s/ Mark J. Ratain Director - -------------------------------------------------------------- Mark J. Ratain /s/ Robert M. Stote Director - -------------------------------------------------------------- Robert M. Stote
5 7 /s/ Jerome H. Kaiser Director - -------------------------------------------------------------- Jerome H. Kaiser 6 8 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE -------------- ----------- --------------- 4.1 Fifth Amended and Restated Articles of (1) Incorporation 4.2 Third Amended and Restated Code of Regulations of (1) the Company 4.3 Specimen Common Share Certificate (2) 4.4 Second Amended and Restated Registration (3) Agreement, dated July 25, 1994, as amended on June 1, 1995 and February 5, 1996 4.5 Certificate of Amendment of the Fifth Amended and (4) Restated Articles of Incorporation, dated April 20, 1999 4.6 Certificate of Amendment of the Fifth Amended and (5) Restated Articles of Incorporation, dated September 22, 1999 4.7 The Company's 1999 Outside Director Stock Option (6) Plan 5.1 Opinion of Calfee, Halter & Griswold LLP regarding * the validity of the securities being registered 15.1 Letter re: Unaudited Interim Financial Information * 23.1 Consent of Ernst & Young LLP * 23.2 Consent of Counsel (see Exhibit 5.1)
- --------------- (1) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No. 000-20699). (2) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-20699). E-1 9 (3) Incorporated herein by reference to the appropriate exhibit to the Company's Form S-1 Registration Statement filed on March 8, 1996, as amended by Amendment No. 1 filed on May 10, 1996 and as amended by Amendment No. 2 filed on June 10, 1996 (File No. 333-2140). (4) Incorporated herein by reference to the Company's Schedule 14A filed on March 17, 1999 (File No. 000-20699). (5) Incorporated herein by reference to the appropriate exhibit to the Company's Form S-8 Registration Statement filed on November 10, 1999 (File No. 333-90699). (6) Incorporated herein by reference to the Company's Schedule 14A filed on April 28, 2000 (File No. 000-20699). * Filed herewith. E-2 EX-5.1 3 l89971aex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 CALFEE, HALTER & GRISWOLD LLP ATTORNEYS AT LAW ------------------------------------------- 1400 McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114-2688 216/622-8200 Fax 216/241-0816 August 17, 2001 DATATRAK International, Inc. 20600 Chagrin Boulevard Suite 1050 Cleveland, Ohio 44122 We are acting as counsel for DATATRAK International, Inc., formerly Collaborative Clinical Research, Inc., an Ohio corporation (the "Company"), with respect to the 250,000 Common Shares, without par value (the "Plan Shares"), to be offered and sold from time to time pursuant to the Company's 1999 Outside Director Stock Option Plan (the "Plan"). As counsel for the Company, we have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Plan Shares under the Securities Act of 1933, as amended. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon we are of the opinion that the Plan Shares have been duly authorized and, when issued and sold from time to time in the manner contemplated by the Plan and the Registration Statement, will be validly issued, fully paid and nonassessable. This opinion is intended solely for your use in connection with the filing of the Registration Statement with respect to the Plan Shares, and may not be reproduced, filed publicly or relied upon by any other person for any purpose without the express written consent of the undersigned. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Respectfully submitted, /s/ Calfee, Halter & Griswold LLP CALFEE, HALTER & GRISWOLD LLP EX-15.1 4 l89971aex15-1.txt EXHIBIT 15.1 1 EXHIBIT 15.1 ACKNOWLEDGMENT OF INDEPENDENT ACCOUNTANTS The Board of Directors and Shareholders DATATRAK International, Inc. We are aware of the incorporation by reference in the Registration Statement on Form S-8 pertaining to the DATATRAK International, Inc. 1999 Outside Director Stock Option Plan for the registration of 250,000 Common Shares of DATATRAK International, Inc., formerly Collaborative Clinical Research, Inc., of our reports dated April 24, 2001 and July 25, 2001 relating to the unaudited condensed consolidated interim financial statements of DATATRAK International, Inc. and subsidiaries that are included in its Forms 10-Q for the quarters ended March 31, 2001 and June 30, 2001. Cleveland, Ohio August 13, 2001 /s/ Ernst & Young LLP EX-23.1 5 l89971aex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders DATATRAK International, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the DATATRAK International, Inc. 1999 Outside Director Stock Option Plan for the registration of 250,000 Common Shares of DATATRAK International, Inc., formerly Collaborative Clinical Research, Inc., of our report dated February 2, 2001 with respect to the consolidated financial statements of DATATRAK International, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. Cleveland, Ohio August 13, 2001 /s/ Ernst & Young LLP EX-23.2 6 l89971aex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF COUNSEL The consent of Calfee, Halter & Griswold LLP is contained in their opinion filed as Exhibit 5.1 to this Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----