Registration
No.
333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
FORM
S-8
REGISTRATION
STATEMENT
under
THE
SECURITIES ACT OF 1933
NETSMART
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
13-3680154
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
|
|
|
3500
Sunrise Highway, Great River, New York
|
11739
|
(Address
of principal executive offices)
|
(Zip
Code)
|
NETSMART
TECHNOLOGIES, INC. – OPTIONS FOR NEWLY-HIRED
EMPLOYEES
(Full
Title of the Plan)
James
Conway, Chief Executive Officer
Netsmart
Technologies, Inc.
3500
Sunrise Highway
Great
River, New York 11739
(Name
and
address of agent for service)
(631)
968-2000
(Telephone
number, including area code, of agent for service)
copy
to:
Nancy
D. Lieberman, Esq.
Kramer,
Coleman, Wactlar & Lieberman, P.C.
100
Jericho Quadrangle
Jericho,
New York 11753
(516)
822-4820
CALCULATION
OF REGISTRATION FEE
Title
of Each
Class
of Securities
To
be Registered
|
Amount
to be
Registered
|
Proposed
Minimum
Offering
Price Per
Security
(1)
|
Proposed
Maximum
Aggregate
Offering
Price
(1)
|
Amount
of
Registration
Fee
|
Common
Stock,
par
value $.01
per
share
|
30,000
shs. (2)
|
$14.77
|
$443,100
|
$47.41
|
(1) |
Calculated
in accordance with Rule 457(h) under the Securities Act.
|
(2) |
The
Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution
and adjustment provisions of the
Options.
|
EXPLANATORY
NOTE
This
Registration Statement relates to the shares of common stock underlying 30,000
options previously granted to former employees of CMHC Systems, Inc.
(“CMHC”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
Plan Information.
The
documents containing the information specified in Part I will be delivered
in
accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended (the
“Securities Act”). Such documents are not required to be, and are not, filed
with the Securities and Exchange Commission (“Commission”) either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of
Section 10(a) of the Securities Act.
Item
2.
Registrant Information and Employee Plan Annual Information.
Upon
written or oral requests, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in the Section 10(a) prospectus), other documents required to be
delivered to eligible plan participants pursuant to Rule 428(b) of the
Securities Act or additional information about the terms of the stock options
granted to former CMHC employees are available without charge by
contacting:
Anthony
Grisanti
Executive
Vice President
Netsmart
Technologies, Inc.
3500
Sunrise Highway
Great
River, NY 11739
631-968-2000
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement
the
documents listed below:
(a) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 filed with the SEC on March 31, 2006;
|
(b) |
The
Registrant’s current report on Form 8-K filed with the SEC on September
30, 2005;
|
(c) |
The
Registrant’s report on Form 8-K/A filed with the SEC on December 9, 2005;
|
(d) |
The
Registrant’s report on Form 8-K/A filed with the SEC on January 10, 2006;
|
(e) |
The
Registrant’s report on Form 8-K/A filed with the SEC on April 5, 2006; and
|
(f) |
The
description of the Registrant’s common stock contained in its registration
statement on Form 8-A, declared effective on August 13, 1996, including
any amendment or report filed for the purpose of updating such
description.
|
All
documents subsequently filed by the Registrant 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 which indicates that all securities offered have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to
be a part hereof from the date of filing of such documents.
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
None.
Item
6. Indemnification
of Directors and Officers.
Under
the
provisions of the Certificate of Incorporation and By-Laws of Registrant, each
person who is or was a director or officer of Registrant shall be indemnified
by
Registrant as of right to the full extent permitted or authorized by the General
Corporation Law of Delaware.
Under
such law, to the extent that such person is successful on the merits of defense
of a suit or proceeding brought against him by reason of the fact that he is
a
director or officer of Registrant, he shall be indemnified against expenses
(including attorneys' fees) reasonably incurred in connection with such
action.
If
unsuccessful in defense of a third-party civil suit or a criminal suit is
settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys’ fees) and (2) judgments, fines and amounts paid
in settlement if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of Registrant, and with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful.
If
unsuccessful in defense of a suit brought by or in the right of Registrant,
or
if such suit is settled, such a person shall be indemnified under such law
only
against expenses (including attorneys’ fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of Registrant except
that if such a person is adjudicated to be liable in such suit for negligence
or
misconduct in the performance of his duty to Registrant, he cannot be made
whole
even for expenses unless the court determines that he is fairly and reasonably
entitled to be indemnified for such expenses.
The
officers and directors of the Registrant are covered by officers’ and directors’
liability insurance.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
|
4.1
|
Restated
Certificate of Incorporation, as amended (Incorporated by reference
to
Exhibit 3.1 to registration statement on Form S-1, File No.
333-2550)
|
|
4.2
|
By-Laws
(Incorporated by reference to Exhibit 3.2 to registration statement
on
Form S-1, File No. 333-2550)
|
|
4.3
|
Form
of Stock Option Agreement
|
|
5 |
Opinion
and consent of Kramer, Coleman, Wactlar & Lieberman,
P.C.
|
|
23.1
|
Consent
of Kramer, Coleman, Wactlar & Lieberman, P.C. - included in their
opinion filed as Exhibit 5
|
23.2
|
Consent
of Marcum & Kliegman LLP
|
23.4 |
Consent
of SS&G Financial Services, Inc.
|
|
24 |
Powers
of Attorney (included on signature page)
|
Item
9. Undertakings.
(a) The
undersigned 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:
(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;
(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)(l)(i) and (a)(l)(ii) do not apply if the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed by the Registrant pursuant to section 13 or section
15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the
Registration Statement.
(2) That,
for
the purposes 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 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.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the 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 shall
be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be
the initial bona fide offering thereof.
(c) 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 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 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 policy
as expressed in the Act and will be governed by final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all 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 Great River, New York
on the 5th
day of
April, 2006.
|
NETSMART
TECHNOLOGIES, INC.
By:
s/ James L.
Conway
James
L. Conway
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
POWER
OF
ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed on April 6, 2006 by the following persons in the capacities
indicated. Each person whose signature appears below constitutes and appoints
James L. Conway with full power of substitution, his true and lawful
attorney-in-fact and agent to do any and all acts and things in his name and
on
his behalf in his capacities indicated below which he may deem necessary or
advisable to enable Netsmart Technologies, Inc. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this registration
statement including specifically, but not limited to, power and authority to
sign for him in his name in the capacities stated below, any and all amendments
(including post-effective amendments) thereto, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing requisite and necessary to be done in such connection,
as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
s/James
L. Conway
|
|
Chief
Executive Officer and Director
|
James
L. Conway
|
|
(Principal
Executive Officer)
|
|
|
|
s/Gerald
Koop
|
|
President
and Director
|
Gerald
O. Koop
|
|
|
|
|
|
s/Anthony
F. Grisanti
|
|
Chief
Financial Officer, Treasurer
|
Anthony
F. Grisanti
|
|
and
Secretary (Principal Financial Officer)
|
|
|
|
s/John
F. Phillips
|
|
Vice
President and Director
|
John
F. Phillips
|
|
|
|
|
|
s/Yacov
Shamash
|
|
Director
|
Yacov
Shamash
|
|
|
|
|
|
s/Joseph
C. Sicinski
|
|
Director
|
Joseph
C. Sicinski
|
|
|
|
|
|
s/Francis
J. Calcagno
|
|
Director
|
Francis
J. Calcagno
|
|
|
|
|
|
s/John
S.T. Gallagher
|
|
Director
|
John
S.T. Gallagher
|
|
|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
NETSMART
TECHNOLOGIES, INC.
Form
S-8
Registration Statement
E
X H I B
I T I N D E X
Exhibit
Number Exhibit
|
|
Description
|
|
|
|
4.1
|
|
Restated
Certificate of Incorporation, as amended (Incorporated by reference
to
Exhibit 3.1 to
registration
statement on Form S-1, File No. 333-2550)
|
|
|
|
4.2
|
|
By-Laws
(Incorporated by reference to Exhibit 3.2 to registration statement
on
Form S-1, File No.
333-2550)
|
|
|
|
4.3
|
|
Form
of Stock Option Agreement
|
|
|
|
5
|
|
Opinion
and Consent of Counsel
|
|
|
|
23.1
|
|
Consent
of Counsel (included in Exhibit 5)
|
|
|
|
23.2
|
|
Consent
of Marcum & Kliegman LLP
|
|
|
|
23.3
|
|
Consent
of KPMG LLP
|
|
|
|
23.4
|
|
Consent
of SS&G Financial Services, Inc.
|
|
|
|
24
|
|
Powers
of Attorney (included in signature
page)
|