As filed with the Securities and Exchange Commission on January 31, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
PRE-EFFECTIVE AMENDMENT NO. 1
TOFORM S-3
REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES EXCHANGE ACT OF 1933
INFORMATION ANALYSIS INCORPORATED
(Exact name of Registrantregistrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
54-1167364
(I.R.S. Employer
Identification No.)
11240 Waples Mill Road, #400Suite 400
Fairfax, Virginia 22030
(703) 383-3000
(Address, including zip code,
and telephone, number,
including area code,
of Registrant'sregistrant's principal executive offices)
Richard S. DeRose
Executive Vice President
Information Analysis IncorporatedIncorporated.
11240 Waples Mill Road, #400Suite 400
Fairfax, Virginia 22030
(703) 383-3000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copies of all communicationsCopy to:
Mark J. Wishner, Esquire
Michaels, Wishner & Bonner,Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
1140 Connecticut Avenue, N.W.12021 Sunset Hills Road, Suite 900
Washington, D.C. 20036
(202) 223-5000310
Reston, Virginia 20190
(703) 464-4800
--------------------------------------
Approximate date of commencement of proposed sale to the public: At such time or
times after the effective date of this Registration Statement as any Selling
Shareholder shall determine.
If the only securities being registered on this formForm are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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 actAct of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x].
If thethis Form is filed to register additional securities for an offering pursuant
to ruleRule 462(b) under the Securities Act, please check the following box and litlist
the Securities Act registration statementRegistration Statement number of the earlier effective
registration statementRegistration Statement for the same offering. [ ]
1
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 statementRegistration Statement number of the earlier effective registration statementRegistration 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
Title of each class offering aggregate Amount of
of securities to be Amount to be price per offering registration
registered registered unit (1) price (1) fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par 1,625,000 $0.8125 $1,320,312.50 $348.57
value $.01 per share
- ---------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
based upon the average of the high and low sales prices of the
Registrant's Shares on the Nasdaq OTC Bulletin Board on January 28,
2000.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,SEC, ACTING PURSUANT TO SAID SECTION 8(a) SHALL8(A), MAY
DETERMINE.
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering Amount of
registered registered per share price registration fee
Common 1,510,896 $17.375 $26,251,818 $7,744
- --------------------------------------------------------------------------------------------------------------------
* Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of
registration fee, based upon the average of the high and low prices reported on
January 14, 1998, as reported on the Nasdaq SmallCap Market.
The Index to Exhibits is located at Page II-12.
2
INFORMATION ANALYSIS INCORPORATED
Cross Reference Sheet showing the location in the Prospectus of the Items on
Form S-3
Form S-3 Item and Caption Location in Prospectus
------------------------- ----------------------
1. Forepart of Registration Statement and Outside
Cover Page of Prospectus...........................................Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus......................................................Inside Front and Outside
Back Cover
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges.......................................The Company; Risk Factors
4. Use of Proceeds....................................................Outside Front Cover Page
5. Determination of Offering Price....................................*
6. Dilution...........................................................*
7. Selling Security Holders...........................................Selling Shareholders
8. Plan of Distribution...............................................Outside Front Cover Page
9. Description of Securities to be Registered.........................*
10. Interests of Named Experts and Counsel.............................*
11. Material Changes...................................................*
12. Incorporation of Certain Information by Reference..................Incorporation by Ref-
erence
13. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities........................................Disclosure of Comm-
ission Position on
Indemnification for
Securities Act Liabilities
* Such item is not applicable or the answer thereto is in the negative.
3
TABLE OF CONTENTS
AVAILABLE INFORMATION...................................................2
INCORPORATION BY REFERENCE..............................................2
RISK FACTORS............................................................3
THE COMPANY.............................................................5
RECENT EVENTS...........................................................6
SELLING SHAREHOLDERS....................................................6
LEGAL MATTERS...........................................................8
EXPERTS.................................................................8
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES..............................................8
INFORMATION NOT REQUIRED IN PROSPECTUS..................................8
SIGNATURES..............................................................11
INDEX TO EXHIBITS.......................................................12
4
PROSPECTUS
INFORMATION ANALYSIS INCORPORATED
1,510,896 Shares of Common Stock1,625,000 SHARES OF COMMON STOCK - (PAR VALUE $.01 Par ValuePER SHARE)
This Prospectusprospectus relates to 1,510,8961,625,000 shares of the common stock, $.01
par value, (the "Shares") of Information Analysis Incorporated, a Virginia corporation, (the "Company"), which
may be offered from time to time by the selling shareholders who are named herein (the "Selling Shareholders")in
this prospectus. 1,525,000 of these shares are issuable upon exercise of certain
warrants issued in connection with a private placement that took place in
December of 1999 in which units were sold. Each unit consisted of one share of
common stock and one-half warrant. Each warrant is exercisable at $1.00 per
share (excluding 250,000 of the warrants which are exercisable at $0.73 per
share). The CompanyWe are not registering any of the shares contained within a unit.
Additionally, we are registering 100,000 shares which are issuable to one of our
employees as compensation. We will not receive any of the proceeds from the sale
of the Shares. The Companyshares. We will bear the costs relating to the registration of the Sharesshares
estimated to be approximately $16,744.$10,948.57 . The Sharesfollowing expenses will be borne
by the selling shareholders: underwriting discounts and selling commissions, if
any, and the fees of legal counsel, if any, for the selling shareholders in
connection with the registration of the shares offered herein. The filing by us
of this prospectus in accordance with the requirements of Form S-3 is not an
admission that the person whose shares are included in this prospectus is an
"affiliate" of ours.
The shares are registered as a result of the Company'sour agreement to register the
Sharesshares in connection with certain transactions. The Company hasWe have been advised by each Selling Shareholder that each
Selling Shareholderselling shareholder expects to offer his, her or its Sharesshares to or through
brokers and dealers to be selected by the Selling Shareholderselling shareholder from time to time.
In addition, the Sharesshares may be offered for sale through the Nasdaq SmallCap Market, in the over-the-counter
market, through a market maker, in one or more private transactions, or a
combination of such methods of sale, at prices and on terms then prevailing.
Each Selling
Shareholderselling shareholder may pledge all or a portion of the Sharesshares owned by him,
her or it as collateral in loan transactions. Upon default by any Selling Shareholder,selling
shareholder, the pledgee in such loan transactions would have the same rights of
sale as such Selling Shareholderselling shareholder under this Prospectus.prospectus. Each Selling Shareholderselling shareholder
may also transfer the Sharesshares owned by him, her or it in other wayways not involving
market makers or established trading markets, including directly by gift,
distribution, or other transfer without consideration, and upon any such
transfer the transferee would have the same rights of sale as such Selling Shareholderselling
shareholder under this Prospectus.prospectus. Each Selling Shareholderselling shareholder and any brokers or dealers through
whom salesbroker
executing selling orders on behalf of the Shares are madeany selling stockholder may be deemed to
be "underwriters" within the meaning of the Securities1933 Act, of 1933, and thein which event commissions
or discounts or other
compensation paid toreceived by any such personsbroker may be regarded as underwriters' compensation.deemed to be underwriting commissions under
the 1933 Act. The Sharesshares are traded on the Nasdaq SmallCap MarketOTC Bulletin Board under the
symbol IAIC. The averageOn January 28, 2000, the closing sale price of the high and low prices of the Sharesshares, as
reported onby the Nasdaq SmallCap Market on January 13, 1998OTC Bulletin Board, was $17.375$0.8125 per Share.share.
Our executive offices are located, 11240 Waples Mill Road, Suite 300, Fairfax,
Virginia 22030, and our telephone number is (703) 383-3000.
THE SHARES OFFERED UNDER THIS PROSPECTUS ARE SUBJECT TO CERTAIN RISKS.HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS BEGINNING ATFACTORS" ON PAGE 3.4 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APROVEDAPPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO DEALER, SALESMAN, OR ANY OTHER PERSON IS AUTHORIZED IN CONNECTION
WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR
SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
The date of this Prospectusprospectus is January __, 1998.31, 2000.
All of the securities to be registered hereby are to be offered for the
account of security holders.
1
AVAILABLETABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION The Company isABOUT US............................3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................3
RISK FACTORS............................................................4
THE COMPANY.............................................................7
RECENT EVENTS...........................................................8
USE OF PROCEEDS.........................................................8
DIVIDEND POLICY.........................................................8
SELLING SHAREHOLDERS....................................................9
PLAN OF DISTRIBUTION...................................................10
LEGAL MATTERS..........................................................10
EXPERTS................................................................10
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
FOR SECURITIES ACT LIABILITIES.........................................10
INFORMATION NOT REQUIRED IN PROSPECTUS.................................11
SIGNATURES.............................................................13
INDEX TO EXHIBITS......................................................14
2
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We are subject to thecertain informational reporting requirements of the
Securities Exchange Act of 1934, (the "Exchange Act")as amended, and files,in accordance therewith we file
reports and other information with the Securities and Exchange Commission (the "Commission")
in accordance therewith. SuchCommission. These
reports, proxy statements and other information filed by the Company are available for inspectioncan be inspected and copyingcopied at
the public reference facilities maintained by the SEC at Room 1024 of the CommissionSEC's
office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.DC 20549, and at
the Commission's Regional Officesits regional offices located at 7 World Trade Center, Suite 1300, New York, New YorkNY
10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IllinoisIL
60661. Copies of such material mayreports, proxy statements and other information can be
obtained by mail from the Public Reference Section of the CommissionSEC at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C.DC 20549 at prescribed rates. The Commission
maintains a World Wide Web site on the Internet that contains reports, proxy and information statements and
other information regarding issuers, including the
Company,registrants that file electronically with the Commission whichSEC.
The address of the SEC's Web site is available at http://www.sec.gov. The Company's Common Stock is listed onAdditional updating
information with respect to the Nasdaq Stock
Market and reports and other information concerningshares being registered may be provided in the
Company can be inspected
at the officesfuture to purchasers by means of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006
REPORTS TO SECURITY HOLDERS
Until such time that the Company is obligatedappendices to provide
copies of its annual report to its securities holders, the Company will
voluntarily send copies of an annual report to its securities holders in which
audited financial statements are contained.this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filedSEC allows us to "incorporate by reference" the Companyinformation we file with
the
Commission arethem, which means that we can disclose important information to you by referring
to those documents. This information incorporated by reference inis considered to
be part of this Prospectus:prospectus, and information that we file later with the SEC will
automatically update or supersede this information. We incorporated by reference
the documents listed below and any future filings we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
1. The Company'sOur Annual Report on Form 10-KSB for the year ended December 31,
1996.1998.
2. The Company'sOur Quarterly Reports on Form 10Q-SB for the quarters ending March
31, 1999, June 30, 1999 and September 30, 1997, June 30, 1997, and March 31, 1997.
3. The Company's Current Report on Form 8-K filed November
4, 1997.
All reports and documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Shares covered by this Prospectus have been sold or which deregisters
all such Shares remaining unsold, shall be deemed incorporated herein and to be
made a part hereof from the date of filing of such reports and documents.
The Company1999.
We will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any of the
information that is 2
incorporated by reference hereinin this prospectus (other than
exhibits to such documents which are not specifically incorporated by reference
into the information that this Prospectusprospectus incorporates). Written or telephone
requests should be directed to: Mr. Richard S. DeRose, Executive Vice President,
Information Analysis Incorporated, 11240 Waples Mill Road, Suite 400,300, Fairfax,
Virginia 22030, (703) 383-3000.
No dealer, salesman, or any person has been authorized to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information and representation must not
be relied upon as authorized by the Company. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered in any state to any person to whom it is unlawful to make such offer.
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
This Prospectusprospectus constitutes a part of a Registration Statement which the Company haswe
have filed with the CommissionSEC under the Securities Act of 1933 with respect to the
Shares.shares. This Prospectusprospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and related Exhibits thereto for further information with respect to
the Company.us. Any statements contained hereinin this prospectus concerning the provisions of any
documents are not necessarily complete, and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission.SEC. Each such statement is qualified in its
entirety by such reference.
3
RISK FACTORS
AN INVESTMENT IN THE COMPANYSHARES BEING OFFERED BY THIS PROSPECTUS INVOLVES A
HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS OR INCORPORATED IN THIS PROSPECTUS BY REFERENCE, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY BEFORE PURCHASING
THE COMMON STOCKSHARES OFFERED HEREBY. AttractingTHIS PROSPECTUS CONTAINS AND INCORPORATES BY
REFERENCE FORWARD-LOOKING STATEMENTS WITHIN THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WHICH ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS. TO THE EXTENT THAT ANY OF THE STATEMENTS CONTAINED IN THIS
PROSPECTUS RELATING TO OUR PRODUCTS AND OUR OPERATIONS ARE FORWARD LOOKING, SUCH
STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND INVOLVE A NUMBER
OF UNCERTAINTIES AND RISKS.
REFERENCE IS ALSO MADE IN PARTICULAR TO THE DISCUSSION SET FORTH UNDER
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 1998 AND IN OUR QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH
31, 1999, JUNE 30, 1999 AND SEPTEMBER 30, 1999 AND UNDER "DESCRIPTION OF
BUSINESS" IN THE FORM 10-K, INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. BOTH
THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS AND THOSE
INCORPORATED IN THIS PROSPECTUS BY REFERENCE ARE BASED ON CURRENT EXPECTATIONS
THAT INVOLVE A NUMBER OF UNCERTAINTIES INCLUDING THOSE SET FORTH IN THE RISK
FACTORS BELOW. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN
THE FORWARD-LOOKING STATEMENTS.
SHIFT IN BUSINESS FOCUS. While, in fiscal years 1997, 1998 and Retaining Qualified Personnel. The Company's
historic business and1999, we
still derived most of our revenue from sales of our software conversion product
to remedy the further development, support and marketing of UNICAST,
the Company's proprietary Year 2000 problem resident in certain computing environments, we
have shifted our focus back to the development of application software remediation tool, involveand
offering related services including software conversion, information systems
reengineering, and systems integration. We expect to derive a substantial
majority of our total revenue and net income from sales of these services in the
deliveryfuture. Continued growth of qualityour business will depend upon several factors,
including demand for our services, of a professional nature and are very
labor-intensive. The Company's success depends in large part upon itsour ability to attract, develop motivatenew technology to meet
the changing requirements of our customers, technological change and retain qualified personnel. Qualified personnel
in the information technology field are in great demand and are likely to remain
so for the foreseeable future.competitive
pressures. There can be no assurance that our services will re-establish itself
and grow.
NEGATIVE CURRENT NET WORTH; MAY INCUR FUTURE LOSSES. We have a negative
current net worth and have been incurring losses on our business operations for
the Companypast several years. We are not currently able to satisfy our obligations and
require additional working capital. We may continue to incur operating losses.
Operating results may be affected by factors beyond our control, such as the
state of the economy, business conditions in general and the other factors
discussed in this prospectus.
NEED TO MANAGE CHANGING AND EXPANDING OPERATIONS. Our goal is to grow
our business. If achieved, this growth may place a significant strain on our
business resources, which have been reduced as a result of our recent losses. To
manage this growth effectively, we may need to implement additional management
information systems capabilities, further develop our operating, administrative,
financial and accounting systems and controls, improve coordination among
accounting, finance, marketing and operations and hire and train additional
personnel. We may not successfully implement our expansion program in whole or
in part. We cannot be certain that our management will be able to continuesuccessfully
identify, manage and exploit existing and potential market opportunities.
MARKET IS HIGHLY COMPETITIVE. We do business in a market that is highly
competitive, and we expect competition to attract and retain a sufficient number of qualified
personnelintensify in the future. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which could harm our net revenue and results of
operations. We may not be able to compete with current and potential
competitors, many of whom have longer operating histories, greater name
recognition, larger, more established customer bases and significantly greater
financial, technical, and marketing resources. Further, some of our competitors
provide or have the ability to provide the same range of services we offer.
Also, competitors may compete directly with us by adopting a similar business
model or through the acquisition of companies which can provide complementary
products or services. Our failure to compete effectively in our markets would
have a material adverse affect on our business.
DEPENDENCE ON EXPERIENCED PERSONNEL; RELIANCE ON SENIOR MANAGEMENT. The
Company's inabilitysuccess of our business depends to hire sufficienta large extent upon the efforts of our
officers and management personnel. If we fail to attract, assimilate or retain
highly qualified managerial and technical personnel our business could be
materially adversely affected.
4
Our performance is substantially dependent on the performance of our executive
officers and key employees who must be knowledgeable and experienced. We are
also dependent on our ability to retain and motivate high quality personnel,
especially management and highly skilled technical teams. The loss of the
services of any executive officers or key employees could have a material
adverse effect on our business. Our future success also depends on the
Company's business,
financial conditioncontinuing ability to identify, hire, train and results of operations.
Management of Growth. The success of the UNICAST software
could result in rapid revenueretain other highly qualified
managerial and employee growthtechnical personnel. Competition for the Company, thereby
placing significant demands upon the Company's management and other resources.
To manage this growth effectively, the Companysuch personnel is intense.
REVENUE MAY BE INSUFFICIENT TO REVERSE LOSSES. We are hopeful that cash
flow from operations will be required to continue to
develop and improve its operational, financial and other internal systems as
well as its business development capabilities. The Company's inability to
effectively manage its growth and engagementspositive; however, our losses may continue. We have
several large potential contracts that are being negotiated, but if any of these
contracts do not become finalized, it could have a material adverse effect on
our operations.
RAPID TECHNOLOGICAL CHANGE. The computer industry in general, and the
Company's business, financial conditionmarket for our application software in particular, are characterized by rapidly
changing technology, frequent new technology introductions, and resultssignificant
competition. In order to keep pace with this rapidly changing market
environment, we must continually develop and incorporate into our services new
technological advances and features desired by the marketplace at acceptable
prices. The successful development and commercialization of operations.
3
Potential Liability for Claims. The Company is attempting to
limit its exposure to usersnew services and
technology involves many risks, including the identification of UNICAST by not warranting the product to remedy
all Year 2000 deficiencies in a given system. Nevertheless, notwithstanding the
lack of any warranties, should UNICAST not perform as intended the Company
recognizes that potential claims could be asserted against it. In addition, the
Company will also attempt to limit its exposure for any consequential damages
that any users of UNICAST claim they suffer as a resultnew
opportunities, timely completion of the product not
performing as users anticipate. No assurances can be given thatdevelopment process, the Company's
efforts will be successful to limit or reduce the extentcontrol and
recoupment of its liability if
UNICAST fails to achieve the levelsdevelopment and production costs and acceptance by customers of
remediation intended from its use.
Competition. The information technology service market is
highly competitive. The Company anticipates there are and will be a number of
competitors for Year 2000 engagements. Some of these competitors include large
accounting firms, systems consulting and implementation firms, application
software firms, service groups, general management consulting firms, and
programming companies. Many of these competitors have significantly greater
financial, technical and marketing resources than the Company and greater name
recognition.our products. There can be no assurance that we will be successful in
identifying, developing and marketing new service and technology, or that these
services and technology will be accepted in the Company canmarketplace.
PROTECTION OF PROPRIETARY TECHNOLOGY. Our ability to compete
successfullyeffectively with its competition.
Reliance Upon Executive Officers and Key Employees. The
successother companies will depend, in part, on our ability to
maintain the proprietary nature of the Company is highly dependent upon the efforts and abilities of its
executive officers and key employees. The loss of the services of any of these
executive officers and key employees for any reason could have a material
adverse effect upon the Company.our technology. There can be no assurance
that competitors in both the Company will
be able to attract additional key employees.
Fluctuations in Quarterly Operating Results. Revenue
associated with the UNICAST software product could cause the Company's revenuesUnited States and earnings to fluctuate in the future from quarter to quarter based on such
factors as the number, size and scopeforeign countries, many of the projects in which
the Company is
engaged, the contractual terms and degree of completion of such engagements, the
accuracy of estimates or resources required to complete ongoing engagements, the
level at which UNICAST software is licensed by sublicensees and general economic
conditions.
Need for Additional Capital. If revenue projections are not
met or if the Company must devotehave substantially greater resources to UNICAST than it now
anticipates, the Company may be required to seek additional capital. There is no
assuranceand have made substantial investments in
competing technologies, do not have or will not obtain patents that such capital will
be availableprevent, limit or available on terms acceptable
to the Company.
Collaborative Efforts. The Company's success, in part, in
the implementation of UNICAST will depend on itsinterfere with our ability to contract with other
parties engagedperform our services or
intentionally infringe upon our proprietary rights. We rely in Year 2000 remediation efforts. Therelarge part on
unpatented proprietary technology, and there can be no assurance that others may
not independently develop the Companysame or similar technology, whether or not
patented, or otherwise obtain access to our proprietary technology.
CYCLICAL NATURE OF THE COMPUTER INDUSTRY. The computer industry is
highly cyclical and has historically experienced periodic downturns. The
cyclical nature of the computer industry is beyond our control. As an example,
we experienced a substantial reduction in demand for Year 2000 computer
solutions. A similar decrease in demand for our new applications and related
services could materially adversely affect our business and products.
UNCERTAINTIES RELATED TO COMPANY'S ABILITY TO RAISE ADDITIONAL
NECESSARY CAPITAL. In December 1999, we completed a private placement of common
stock which resulted in approximately $1.275 million in gross proceeds to the
Company. However, because of our continuing losses from operations, we
anticipate that unless revenues increase significantly, we will require
additional capital in order to continue our operations. We have no assurance
that we will be able to obtainraise such additional capital, if needed, in a timely
manner or on favorable terms, if at all. If we are unable to increase revenues
significantly and/or secure additional financing, we could be forced to curtail
or discontinue our operations.
LOSSES. For the numbernine months ended September 30, 1999, we incurred a
loss of $1,222,944 of revenues of $8,139,219. For the fiscal year ended December
31, 1998, we incurred a loss of $9,023,945 on revenues of $15,332,358. These
losses are primarily the result of lower than expected demand for our services
and typetechnology in the Year 2000 remediation market combined with our making a
large investment and commitment in that market.
It is possible that our losses could continue into the foreseeable future.
VOLATILITY OF SHARE PRICE. Market prices for securities of collaborative effortstechnology
companies have been volatile. The market price for our shares has fluctuated
significantly, and it believesis likely that the market price will be requiredcontinue to achievefluctuate
in the objectives it has established for
UNICAST. In particular, the terminationfuture. Quarterly fluctuations in operating results, announcements by us
or disruption of the Company's
relationship with Computer Associates International, Inc. couldour present or potential competitors, technological innovations or new
commercial products or services, developments or disputes concerning patent or
proprietary rights and other events or factors may have a significant negative impact on
our business and on the Company.
4
Intellectual Property Rights. The Company believes that allmarket price of the software it developsshares.
5
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of shares
in the public market could have an adverse effect on the price of our shares. As
of January 26, 2000, approximately 5,018,673 shares of common stock were freely
tradable on the open market. In addition, approximately 4,450,000 shares are
eligible for its clientssale pursuant to Rule 144 of the 1933 Act. Also, there were a total
of 1,637,989 options and warrants to purchase shares outstanding as well as UNICAST does not infringeof January
26, 2000 pursuant to our stock option plans, and 1,608,989 of such options and
warrants were vested and can be exercised at any time prior to their respective
expiration dates.
The shares offered hereby are issuable upon exercise of warrants to
purchase shares issued to certain Shareholders in connection with our December
private placement. The warrants are exercisable at any time prior to December
31, 2004 at an exercise price of $1.00 per share of shares. We have agreed to
register for resale the shares underlying the warrants. We are obligated to
register the shares sold in our December private placement within six months.
All of the shares registered for resale by the holders thereof, including the
shares offered hereby, may be reoffered and resold in the public trading market
from time to time during the period we have agreed to maintain the effectiveness
of the Registration Statement registering those shares.
DILUTION. Dilution is likely to occur upon exercise of the warrants and
also upon the intellectual property rightsexercise of others and that the Company has all
rights necessary to utilize the intellectual property employed in its business.existing stock options. The Company is subject to the risk of litigation asserting infringement of third
party intellectual property rights. Any such claims could require the Company to
spend significant sums in litigation, pay damages, develop non-infringing
intellectual property or acquire licenses to the intellectual property which is
the subject of asserted infringement. The Company relies upon a combination of
non-disclosure and other contractual arrangements and trade secret and copyright
laws to protect its intellectual property rights. Therewarrants can be no assurance,
however, thatconverted
into our shares of common stock at any time prior to December 31, 2004 at an
exercise price of $1.00 per share of shares (excluding 250,000 of the steps taken by the Company willwarrants
which may be adequateconverted into common stock at any time prior to deter
misappropriationDecember 31, 2006
at an exercise price of proprietary information or that the Company will be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
property rights.$0.73).
6
THE COMPANY
The CompanyWe are a Virginia corporation which was organized in 1979 . The Company develops1979. We develop
application software and offersoffer related services including software conversions,
information systems reengineering, and systems integration. Beginning in 1996,
the Companywe began a concentrated effort to enhance itsour software conversion product to
remedy the Year 2000 problem resident in certain computing environments.
The Company'sRecently, the focus of our business shifted back from Year 2000 solution evolved fromcomputer
solutions to providing a full range of software tool
whichconversion, information system
reengineering, and computer systems integration to both commercial and
government clients. In the Company acquiredpast, we have been engaged on a variety of projects
including web solutions, re-engineering, system conversion, platform migration,
and application testing.
We have also been in August 1996. The product, UNICAST, was initially
developed as a reengineering computer language tool which facilitated migration
from older typesthe business of computer languagesdesigning, creating, and
automating solutions for the processing of data collected, assimilated, and
distributed via the Internet. We specialize in engineering solutions that
leverage an organization's investment in its present legacy systems by
modernizing the interface to more current languages. The Company
has dedicated its development efforts to broadening UNICAST's capabilitiesthe Internet. Our personnel are able to create
a line of software products with environment- or language-specific
components. The Company has also conducted a marketing campaign aimed at
establishing alliances with leading system integratorsInternet applications that operate on stand-alone PCs and product marketing
organizations to license UNCAST for Year 2000 use in large-scale production
environments. In March, 1997 the Company entered into an agreement with Computer
Associates International, Inc. ("CA") to incorporate UNICAST within CA's Year
2000 suite of software tools.
The Year 2000 problem generally derives from softwarethen interconnect
these applications in which a two-digit date representation depicts a year with the
century indicator fixed as "19" thereby creating processing problems for data or
transactions which refer to the year 2000customer's legacy system. We have developed a
modernization workbench tool, ICONS, to support the migration initiatives, which
typically include client/server development, web enablement, and subsequent years. UNICAST offers
an integrated set of advanced tools to automate Year 2000 remediation or
modernization. UNICAST converts programming languages, data management software
job control languages, and user interface programs at the source code level.
UNICAST's Year 2000 approaches include date expansion, windowing, and
compression. UNICAST allows users to migrate to more current languages,
databases or platforms. For example, UNICAST users can translate from a closed
mainframe environment to an open UNIX environment.reengineering services.
Apart from UNICAST, the Company pursues business
opportunities consistent with its capabilities as an information technology
professionalcomputer system services, provider. The Company's professional services offerings
include transition engineering, software development, feasibilitywe provide contract personnel for
planned workloads and requirements analysis, systems planning analysissupplementary staff to satisfy peak demands, and design, data base designwe can
provide candidate screening and management, and project management. The Company'sevaluation to assist our clients in satisfying
their staffing needs. Overall, our clients have included, among others,
5
Arbitron, MCI, Computer Sciences Corporation, IBM, Sprint, Citibank, the United
States Customs Service, the United States Department of Energy, the United
States Army, the United States Air Force, the Veterans Administration and the
Federal Deposit Insurance Corporation.
The Company is a Virginia corporation. The mailing address and telephone number of the Company'sour principal executive
offices is 11240 Waples Mill Road, Suite 400, Fairfax, Virginia 22030, (703)
383-3000 and its
electronic mail address is iai2000@infoa.com.383-3000.
7
RECENT EVENTS
Between January 9 through January 14, 1998, the CompanyDecember 20 and 31, 1999, we raised approximately $6.0$1.15 million
in capital from private sales of shares of its
Common Stockour common stock to holders through
the sale of 545,1552,300,000 shares at a price of $11.00$0.50 per share. In September, 1997,As part of such
private placement, 250,000 shares additional were sold totaling $125,000 on
January 21, 2000.
USE OF PROCEEDS
The selling shareholders are selling all of the Company announced an agreement with
CACI International Incshares covered by this
prospectus for their own account. Accordingly, we will not receive any of the
proceeds from the sale of the shares being registered. We may receive proceeds
from the exercise of the warrants. We will use such net proceeds for general
corporate purposes. We have agreed to bear the expenses relating to registration
of the shares, other than brokerage commissions and expenses, if any, which extends an alliance between CACIwill
be paid by the selling shareholders.
DIVIDEND POLICY
We have not paid dividends since our inception and CA to provide
advanced Year 2000 solutions. CACI, with annual revenues of approximately $275
million, is an international information systems and technology service
provider. Indo not anticipate
paying any dividends in the same month the Company announced the award of a Year 2000
services contract from Commonwealth Industries, Inc. ("CII") in which UNICAST
will process Year 2000 compliance and conversion in CII's manufacturing system.
CII, with annual revenues of approximately $1.17 billion, is North America's
largest manufacturer aluminum sheet and through a subsidiary is the world's
largest manufacturer of flexible aluminum conduit.
In July-August, 1997, the Company announced the appointments
of Brendan J. Dawson as President and Chief Operating Officer, Kevin Coyne as
Senior Vice President and Timothy C. Summers as Vice President of Development.
Messrs. Dawson, Coyne and Summers have substantial experience in software
applications development and systems management.foreseeable future.
8
SELLING SHAREHOLDERS
All ofExcept for the Shares described in this Prospectus will be
beneficially owned immediately after registrationshares offered by Gerald Parsons, the shares offered by
the individuals or entities
listed below each of which may offer the Shares from time to time. All of the
Shares were acquired orselling shareholders are acquirable in connection with private transactions
with the Company either from a private placement which occurred in early 1997,issuable upon exercise of warrants which wereto purchase
shares issued to placement agentsthe selling shareholders in such
placement, in theconnection with our December
private placement, the Company has recently concluded (see,
RECENT EVENTS), to placement agents in this latter placement and for consulting
services unrelated to these placements. Noneform of the Selling Shareholders haswarrants is filed as Exhibit 99.1 to the
Registration Statement of which this prospectus is a material relationshippart. The shares offered by
Gerald Parsons are issuable to him at his option as of February 1, 2000.
The following table sets forth information with respect to the
Company.beneficial ownership of our shares by the selling shareholders as of December
31, 1999, as adjusted to reflect the sale of the shares offered hereby by each
selling stockholder.
Shares Shares
Owned Prior to Number of Owned After
Offering (1) Shares Being Offering (2)
------------ -------------
Selling Stockholder Number Percent Offered Number Percent
Joseph Kalb 91,000 * 25,000 66,000 *
Harry Binder 344,000 3.60 50,000 244,000 2.55
Alexander Zeltzer 150,000 1.58 50,000 100,000 1.05
Lev Paukman 300,000 3.14 100,000 200,000 2.09
Raoul Biniaurishvill 75,000 * 25,000 50,000 *
Irina Benaur 75,000 * 25,000 50,000 *
Eugene Khavinson 150,000 1.58 50,000 100,000 1.05
Roman Shlossberg 75,000 * 25,000 50,000 *
Howard Bernstein 150,000 1.58 50,000 100,000 1.05
Gregory Lipkin 75,000 * 25,000 50,000 *
Fernando Giancola 150,000 1.58 50,000 100,000 1.05
Steve Weintraub 75,000 * 25,000 50,000 *
Michael Pento 95,000 1.00 25,000 70,000 *
Henry Grinberg 150,000 1.58 50,000 100,000 1.05
Leon Rubakhim 75,000 * 25,000 50,000 *
B&J Realty, LLC 150,000 1.58 50,000 100,000 1.05
Traditions, LP 1,500,000 15.05 500,000 1,000,000 10.03
SCI Partnership 250,000 2.57 250,000 0 *
C. Barry Zolot 225,000 2.36 75,000 150,000 1.57
Gerald Parsons 110,000 1.75 100,000 10,000 *
- -------------------
(1) The Companynumber of shares of common stock issued and outstanding on January
26, 2000 was 9,468,673. The calculation of percentage ownership for
each listed selling stockholder is based upon the number of shares of
common stock issued and outstanding at January 26, 2000, plus the
shares of common stock offered hereby by the selling shareholders,
which are issuable upon exercise of the warrants, or in the case of
Gerald Parsons, plus the shares to which he is entitled but have not
yet been issued. The shares owned prior to the offering by each selling
shareholder, other than Gerald Parsons, includes the warrants each such
selling shareholder holds. A percentage ownership of less than one
percent is indicated by an asterisk.
(2) Assuming all shares offered hereby are sold to unaffiliated third
parties. A percentage ownership of less than one percent is indicated
by an asterisk.
9
PLAN OF DISTRIBUTION
The 1,625,000 shares of our common stock offered hereby may amend or supplement this
Prospectusbe offered
and sold from time to time to updateby the disclosure set forth herein.
6
Nameselling shareholders, or by pledgees, donees,
transferees or other successors in interest. The selling shareholders will act
independently of Selling Shareholders Shares Registered for
Potential Sale
Hereunder(1)
AT&T Investment Mgmt. Corp. 210,000
Bost & Co. f/b/o Virginia Retirement System 120,000
Steven T. Newby 112,006 (2)
Quantum Partners LDC 89,000
John A. Stanley 75,659 (3)
Westcountry Partners 75,000
Robert S. Colman Trust 74,500
Caxton International Limited 64,000
Saint Poulin 60,000
Bruce A. Hartwig, M.D. 60,000
Julien G. Redele 50,000
Uhura Investments, Ltd. 49,287
White Rock Capital Partners LP 42,000
The Robertson Stephens Black Bear Fund I LP 40,700
Talkot Crossover Fund 35,000
John J. Campbell and Patricia S. Campbell 34,500
Gilford Partners 30,000
Steven T. Newby Personal Rep. For Estate of Dorothy 27,273
Craig Samuels 20,571 (5)
Richard P. Weigle and Patricia A. Weigle 20,000
Nathan Sugerman 19,500
Andrew E. Gold 16,650 (4)
White Rock Offshore Fund 16,600
Thomas A. Chiurco and Martha G. Chiurco Trust 16,500
Fairfax County Public Schools 12,855
G. Gayle Darville 12,000
Mitch A. Metzman and Marnie D. Metzman 11,500
The Robertson Stephens Black Bear Offshore Fund LP 10,900
Collins Capital Diversified Fund LP 10,000
Cristan K. Blackman 9,091
Rock Creek Partners Ltd. 9,000
Lawrence H. Cines and Lisa J. Cines 8,000
John S. Lemak 8,000
Michael Golden 6,858 (5)
Richard Weinstein 6,855 (5)
White Rock Capital Inc. 6,400
Hayrabet Akdemir 6,000
Michael Hankinson 6,000
Richard P. Cook and Pamela S. Cook 6,000
William A. Coolidge, Jr. 5,000
The Robertson Stephens Black Bear Pacific Master Fund 5,000
The Robertson Stephens Black Bear Fund II LP 3,600
Cruttenden Roth Incorporated 3,546
Shelly Singhal 2,500
James M. Stearns 2,045
Peter Conley 1,000
------------
Total 1,510,896
(1) To the Company's knowledge, the persons namedus in the table have sole voting
and investment powermaking decisions with respect to the timing, manner and
size of each sale. Such sales may be made on the Nasdaq OTC Bulletin Board or
otherwise, at prices related to the then current market price or in negotiated
transactions, including pursuant to an underwritten offering or one or more of
the following methods: (a) purchases by a broker-dealer as principal and resale
by such broker or dealer for our account pursuant to this prospectus; (b)
ordinary brokerage transactions and transactions in which a broker solicits
purchasers; and (c) block trades in which a broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction. In effecting sales, brokers or
dealers engaged by the selling shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers may receive commissions or discounts
from the selling shareholders or from the purchasers in amounts to be negotiated
immediately prior to the sale. The selling shareholders may also sell the shares
in accordance with Rule 144 under the 1933 Act.
We have agreed to use diligent efforts to maintain the effectiveness of
the registration of the shares being offered hereunder until the expiration date
of the warrants (December 31, 2004) or such shorter period which will terminate
when all of our shares of Common Stock beneficially
owned by them.
(2) Includes 32,006 sharesissued or issuable upon exercise of warrants.
(3) Includes 30,659 shares issuable upon exercisethe warrants have
been registered under the 1933 Act and disposed of warrants.
(4) Includes 1,650 shares issuable upon exercise of warrants.
(5) Issuable upon exercise of warrants.
7
Nonein accordance with an
effective Registration Statement under the 1933 Act.
The selling shareholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the Selling Shareholders held1933 Act. There can
be no assurance that the selling shareholders will sell any office with, or served as a directorall of the Company duringshares
offered hereunder.
All proceeds from any such sales will be the last three years. The aggregate
number of Shares to be registered is approximately 23%property of the issuedselling
shareholders who will bear the expense of underwriting discounts and outstanding Common Stock ofselling
commissions, if any, and the Company.
LEGAL MATTERSselling shareholders' own legal fees, if any.
LEGALITY OF SHARES
The validity of the Sharesissuance of our shares offered hereby will beis being
passed upon for the Companyus by Michaels, Wishner & Bonner,Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
1140 Connecticut
Avenue, N.W., Suite 900, Washington, D.C. 20036.Reston, Virginia.
EXPERTS
The financial statements of the Company as of December 31, 19961998
incorporated by reference in this Prospectus fromprospectus and elsewhere in the Company's Annual
Report on Form 10-KSBRegistration
Statement, have been audited by Rubino & McGeehin, Chtd.,Chartered, independent public
accountants, as statedindicated in their report incorporated herein by reference,reports with respect thereto, and have been soare
incorporated in this prospectus in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.auditing in giving said reports.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Company the Company haswe have been informed that in the opinion of the CommissionSEC such
indemnification is against public policy as expressed in therein and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Companyus of expenses incurred or paid by a
director, officer or controlling person of the Companyours 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 Companywe will, unless in
the opinion of itsour counsel the matter has been settled by controlling precedent,
submit to a court of competent jurisdiction the question of 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.
10
PART IIII. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses relating to the registration of the Sharesshares will be borne
by us. Other than the Company. Such expensesregistration fee, the amounts stated are estimated as follow:
8
estimates.
SEC Registration Fee $ 7,744
Accountants' Fees 1,000$348.57
Legal Fees 5,000and Expenses 10,000.00
Accounting Fees and Expenses 500.00
Miscellaneous 3,000
-------
Total $16,744100.00
-----------
TOTAL $10,948.57
===========
The selling shareholders will bear the expense of their own legal
counsel, if any.
Item 15. Indemnification of DirectorsOfficers and Officers.Directors
Section 5 of the Amended and Restated Articles of Incorporation of
Information Analysis Incorporated as filed with the Virginia State Corporation
Commission provides as follows:
5. Officer and Director Liability. In any proceeding brought by or in
the right of the Corporation or brought by or on behalf of a
shareholder in the right of the Corporation, an officer or director of
the Corporation shall not be liable for any damages assessed against
such officer or director arising out of a single transaction,
occurrence or course of conduct. However, the liability of an officer
or director shall not be so limited if the officer or director engaged
in willful misconduct or a knowing violation of the criminal law or of
any federal or state securities law, including, without limitation, any
claim of insider trading or manipulation of the market for any
security.
Item 16. List of Exhibits.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page 12.Page 14.
Item 17. Undertakings.
A. Rule 415 Offering
The Companyundersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:Registration Statement:
(i) To include any prospectus required by sectionSection 10(a)(3)
of the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration
statementthe Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, representsrepresent a fundamental change in the information set forth
in this registration statement.the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and 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 CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
9Registration Statement.
11
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statementthe Registration
Statement or any material change to such information in this registration statement;
provided, however,the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Companyregistrant with or
furnished to the SEC pursuant to Section 13 or Section 15(d) of the Exchange1934 Act
that are incorporated by reference in the registration statement.Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration statementRegistration
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.
(3) 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.
(4) ForB. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange1934 Act (and,
where applicable, each filing of anyan employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange1934 Act) that is incorporated by reference in
the registration
statementRegistration Statement shall be deemed to be a new registration statementRegistration 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.
10C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the 1933 Act
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 SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that 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 by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of our 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 1933 Act
and will be governed by the final adjudication of such issue.
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrantRegistrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration
statementRegistration Statement to be signed on itsour behalf yby the undersigned, thereunto
duly authorized, in the County of Fairfax, Virginia on January 14, 1998.31, 2000.
INFORMATION ANALYSIS INCORPORATEDINCORPORATED.
By: /s/ _________________________________Sandor Rosenberg
------------------------------
Sandor Rosenberg
Chairman and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sandor Rosenberg his attorney-in-fact,attorneys-in-fact,
for him in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement,Registration Statement (or any other
Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange commission,Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his substitute may lawfully do or
cause to be done by virtue hereof.of this prospectus.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statementRegistration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/
______________________________
Sandor Rosenberg Chairman of the Board January 14, 1998
and President
/s/
______________________________
Brendan Dawson Director January 14, 1998
/s/
______________________________
Charles May Director January 14, 1998
/s/
______________________________
Bonnie K. Wachtel Director January 14, 1998
/s/
______________________________
James D. Wester Director January 14, 1998
11Signatures Title Date
/s/ Sandor Rosenberg Chairman of the Board January 31, 2000
- --------------------------- and President
Sandor Rosenberg (principal executive officer)
/s/ Charles A. May, Jr. Director January 31, 2000
- ---------------------------
Charles A. May, Jr.
/s/ Bonnie K. Wachtel Director January 31, 2000
- ---------------------------
Bonnie K. Wachtel
/s/ James D. Wester Director January 31, 2000
- ---------------------------
James D. Wester
13
INFORMATION ANALYSIS INCORPORATED.
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
Exhibit Sequential
Number Description Page No. Description
3.1 Amended and Restated Articles of Incorporation as filed asn/a
of the Registrant (incorporated by reference
to Exhibit 3.1 to the Company'sRegistrant's Annual
Report on Form 10-KSB10-K for the fiscal year endingended
December 31, 1996 and incorporated herein1998)
3.2 By-Laws of the Registrant (incorporated by reference.n/a
reference to Exhibit 3.2 Bylaws as filed as an exhibit to the Company's registration
statementRegistrant's
Registration Statement on Form S-18 filed with the Commission ondated
November 20, 1986 (Commission fileFile No. 33-9390) and incorporated
herein by reference.
5 Opinion of Counsel re:Mintz, Levin, Cohn, Ferris, 15
Glovsky and Popeo, P.C., with respect to
the legality 13 1996 Annual Report on Form 10-KSB as filed withof the Commission.securities being registered
(filed herewith)
23.1 Consent of Rubino & McGeehin, Chtd., as Independent
AccountantsChartered (filed herewith) 16
23.2 Consent of Michaels, Wishner & Bonner,Mintz, Levin, Cohn, Ferris, 15
Glovsky and Popeo, P.C. (included as
part of(reference is
made to Exhibit 5)
24 Power of Attorney (included as part(filed in Part II of signatures, page 11)
12
13
this Registration Statement)
99.1 Form of Warrant 17-23
14