As
filed with the Securities and Exchange Commission on November 4,
2008
Registration No. 333–150371
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Pre-Effective
Amendment No. 1
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EBIX, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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7370
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77-0021975
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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5 Concourse Parkway,
Suite 3200, Atlanta,
Georgia 30328,
(678) 281-2020
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
With a copy to
:
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Robin Raina
President & Chief Executive Officer Ebix, Inc.
5 Concourse Parkway, Suite 3200
Atlanta, Georgia 30328
(678) 281-2020
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Richard A. Denmon
Charles M. Harrell, Jr.
Carlton Fields PA
1201 West Peachtree Street, Suite 3000
Atlanta, Georgia 30309
(404) 815-2717
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(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective
date of this registration statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, check the following
box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule
12b-2
of the
Exchange Act. (Check one):
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Large
accelerated
filer
o
Accelerated
filer
þ
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Non-accelerated
filer
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Smaller
reporting
company
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(Do not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to
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Offering Price
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Aggregate
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Registration
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Securities to be Registered
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be Registered(1)(2)
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per Unit(3)
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Offering Price(3)
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Fee(3)(4)
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Common Stock, par value $0.10
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1,983,879
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$
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24.81
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$
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49,220,038
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$
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155.79
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, this
registration statement also shall register and be deemed to cover any additional shares of
Common Stock of the Company which may be offered or become issuable to prevent dilution
resulting from stock splits, dividends or similar transactions.
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(2)
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The amount of shares of Company Common Stock to be registered reflects the Company’s
three-for-one stock split which occurred on October 9, 2008.
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(3)
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Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933 based on the average
of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on
October 31, 2008.
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(4)
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The Amount of Registration Fee reflects a subtraction of the registration fee paid for
the for the 1,740,618 shares of Common Stock to be registered under the Company’s filling of
the initial Form S-1 registration statement on April 22, 2008. The Company paid a
registration fee of $1,778.56 on April 22, 2008 for these 1,740,618 shares of Common Stock
pursuant to Rule 457(c) under the Securities Act of 1933 based on the average high and low
prices of the Common Stock as reported on the NASDAQ Global Market on April 18, 2008.
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The
information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an
offer to sell and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted
or legal.
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SUBJECT
TO COMPLETION, DATED NOVEMBER 4, 2008
EBIX,
INC.
1,983,879 Shares
of Common Stock
The persons listed in this prospectus as selling stockholders
may offer and sale from time to time an aggregate of up to
1,983,879 shares of our common stock, $0.10 par value,
including as many as 1,193,610 shares issuable upon
conversion of secured convertible notes. The selling
stockholders will receive all of the net proceeds from the sale
of common stock offered hereby. We will not receive any proceeds
from the sale of these shares by the selling stockholders, but
we will bear certain of the costs and expenses of registering
such shares of common stock. Selling costs, brokers fees and
applicable transfer taxes are payable by the selling
stockholders. The selling stockholders will determine where they
may sell the shares in all cases, including, in the
over-the-counter
market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at
negotiated prices. For information regarding the selling
stockholders and the times and manner in which they may offer or
sell shares of our common stock, see “Selling
Stockholders” or “Plan of Distribution.”
Our common stock is listed on the NASDAQ Global Market under the
stock symbol “EBIX.”
You should carefully consider the “Risk Factors”
beginning on page 3 before you decide whether to invest in
shares of our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is November , 2008
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we have
filed with the Securities and Exchange Commission, or SEC, using
a “shelf” registration process. This means the
securities described in this prospectus may be offered and sold
using this prospectus from time to time as described in the
“Plan of Distribution.” You should carefully read this
prospectus and the information described under the heading
“Where You Can Find More Information.” Under no
circumstances should the delivery to you of this prospectus or
any offering or sales made pursuant to this prospectus create
any implication that the information contained in this
prospectus is correct as of any time after the date of this
prospectus.
A
NOTE ABOUT FORWARD LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into
it contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, such as
statements relating to our financial condition, results of
operations, plans, objectives, future performance and business
operations. These statements relate to expectations concerning
matters that are not historical fact. Accordingly, statements
that are based on management’s projections, estimates,
assumptions, and judgments are forward-looking statements. These
forward-looking statements are typically identified by words or
phrases such as “believes,” “expects,”
“anticipates,” “plans,”
“estimates,” “approximately,”
“intend,” and other similar words and phrases, or
future or conditional verbs such as “will,”
“should,” “would,” “could,” and
“may.” These forward-looking statements are based
largely on our current expectations, assumptions, estimates,
judgments, and projections about our business and our industry,
and they involve inherent risks and uncertainties. Although we
believe our expectations are based on reasonable assumptions,
judgments, and estimates, forward-looking statements involve
known and unknown risks, uncertainties, contingencies, and other
factors that could cause our or our industry’s actual
results, level of activity, performance or achievement to differ
materially from those discussed in or implied by any
forward-looking statements made by or on behalf of Ebix, Inc.,
and could cause our financial condition, results of operations,
or cash flows to be materially adversely affected. In evaluating
these statements, some of the factors that you should consider
include those described under “Risk Factors” and
elsewhere in the prospectus or incorporated herein by reference.
These forward-looking statements speak only as of the date of
this prospectus. We do not undertake any obligation to update or
revise any of these forward-looking statements to reflect events
or circumstances occurring after the date of this prospectus or
to reflect the occurrence of unanticipated events.
i
PROSPECTUS
SUMMARY
You should rely only on the information contained or
incorporated by reference in this prospectus and in any
prospectus supplement. We have not authorized anyone else to
provide you with different information, and if you receive any
unauthorized information you should not rely on it. We have not
authorized the selling stockholders to make an offer of these
shares in any place where the offer is not permitted. The
information appearing or incorporated by reference in this
prospectus or any prospectus supplement is accurate only as of
its date. Our business, financial condition, results of
operations and prospects may have changed since that date.
Company
Overview
Ebix, Inc. (“Ebix” or the “Company”) was
founded in 1976 as Delphi Systems, Inc., as a California
corporation. In 1983 we reincorporated in Delaware, and in
December 2003 we changed our name to Ebix, Inc. Our common stock
is listed on the NASDAQ Global Market.
We are a leading international supplier of software and
e-commerce
solutions to the insurance industry. We provide a series of
application software products for the insurance industry ranging
from carrier systems, agency systems and exchanges to custom
software development for all entities involved in the insurance
and financial industries.
Our goal is to be the leading powerhouse of backend insurance
transactions in the world. Our technology vision is to focus on
convergence of all insurance channels, processes and entities in
a manner such that data can seamlessly flow once a data entry
has been made.
We strive to work collaboratively with clients to develop
innovative technology strategies and solutions that address
specific business challenges. We combine the newest technologies
with our capabilities in consulting, systems design and
integration, IT and business process outsourcing, applications
software, and Web and application hosting to meet the individual
needs of organizations.
Recently, we have expanded both internally as well as through a
series of acquisitions.
We acquired Acclamation Systems, Inc, (“Acclamation”)
on August 1, 2008. Pursuant to the terms of this agreement,
on August 1, 2008, Ebix paid Acclamation shareholders
$22 million for all of Acclamation’s stock.
Acclamation’s shareholders also retain the right to earn up
to $3 million in additional cash consideration over the two
year period following the effective date of the acquisition if
specific revenue targets of the Ebix’s Health Benefits
division are achieved. The Company financed this acquisition
using a combination of available cash reserves and the proceeds
from the issuance of convertible debt. The Form 8-K/A filed on
October 17, 2008 includes unaudited pro forma condensed and combined financial statements which were prepared
to give the effect to the acquisition of Acclamation by Ebix. Accordingly the pro forma combined balance sheet was prepared assuming the acquisition of Acclamation occurred on June 30, 2008.
The unaudited pro forma combined statements of income were prepared assuming the acquisition of Acclamation occurred on January 1, 2007.
Effective January 1, 2008 we completed the acquisition of
Telstra eBusiness Services Pty Limited (“Telstra”), an insurance exchange located in Melbourne, Australia. The
purchase price was $43.8 million and was financed with a
combination of available cash reserves, proceeds from the
issuance of convertible debt, proceeds from the sales of
unregistered shares of our common stock, and funding from our
revolving line of credit. Our consolidated financial statements
for 2008 include the results of operations for Telstra from
January 1, 2008.
On November 1, 2007, we completed the
acquisition of Jenquest, Inc. (“Jenquest” or
“IDS”), a provider of insurance certificate tracking
services located in Hemet, California. The purchase price was
$11.25 million and was primarily financed from internal
sources using our own cash reserves. Our consolidated financial
statements for 2007 include the results of operations for IDS
from November 1, 2007.
Effective May 2006, we completed the acquisition of Infinity
Systems Consulting, Inc. (“Infinity”) for an up-front
payment of $2.9 million in cash and future potential
payments not exceeding $4.5 million if certain revenue
targets of the Infinity division were met. Effective October
2006, we acquired Finetre Corporation (“Finetre”) for
a cash payment of $13.0 million and future potential
payments not exceeding $3.0 million if certain future
revenue and operating income targets of the Finetre division
were met. The acquisitions of Infinity and Finetre were financed
using a combination of borrowings off of the Company’s
revolving line of credit and available cash reserves. Our
consolidated financial statements for 2006 include the results
of operations for Infinity and Finetre from the effective date
of the acquisitions. For 2007, our reported results include the
full twelve months of the results of operations for these
acquisitions completed during 2006.
1
Our principal executive offices are located at 5 Concourse
Parkway, Suite 3200, Atlanta, Georgia 30328 and our
telephone number is
(678) 281-2020.
We have domestic operations in Walnut Creek and Hemet,
California; Pittsburgh, Pennsylvania; Park City, Utah; Herndon,
Virginia; Dallas, Texas; and Portland, Michigan. We have foreign operations in Australia, New Zealand, Singapore, United Kingdom and
India. In these offices, we employ insurance and technology
professionals who provide products, services, support and
consultancy to approximately more than 3,000 customers on six continents. Our
focus on quality has enabled our development unit in India to be
awarded Level 5 status of the Carnegie Mellon Software
Engineering Institute’s Capability Maturity Model
Integrated (CMMI). We have also earned ISO 9001:2000
certification for both our development and our call center units
in India. International revenues account for approximately 41% of the
Company’s total operating revenue as of June 30, 2008.
Industry
Overview
The insurance industry has undergone significant consolidation
over the past several years driven by the need for, and benefits
from, economies of scale and scope in providing insurance in a
competitive environment. The insurance markets have also seen a
steady increase in the desire to reduce paper-based processes
and improve efficiency both at the back-end side and also at the
consumer-end side. Such consolidation has involved both
insurance carriers and insurance brokers and is directly
impacting the manner in which insurance products are
distributed. Management believes the insurance industry will
continue to experience significant change and increased
efficiencies through online exchanges and reduced paper based
processes which are increasingly a norm across the world
insurance markets. Changes in the insurance industry are likely
to continue create new opportunities for the Company.
Products
and Service Strategy
Our product and service strategy focuses on the following four
areas: (1) worldwide sale, customization, development,
implementation and support of our insurance carrier system
platforms “Infinity Systems” and “Business
Reinsurance and Insurance Company System
(“BRICS”)”; (2) worldwide sales and support
of broker/agency management systems including EbixASP, eGlobal
and Winbeat (3) expansion of connectivity between
consumers, agents, carriers, and third party providers through
our exchange family of products in the life, annuity and
property & casualty sectors worldwide namely the
EbixExchange family of products — WinFlex VitalSuite,
AnnuityNet, LifeSpeed; and, (4) business process
outsourcing services, which include certificate tracking, call
center and back office support.
Our revenue is derived primarily from the services part of our
business that includes ASP services, transaction based
exchanges, transaction based BPO services, professional and
support services to the insurance companies, distributors,
brokers and large corporate clients.
Issuance
of Convertible Promissory Notes
On December 18, 2007, we entered into a secured convertible
note purchase agreement with Whitebox VSC, Ltd.
(“Whitebox”), an “accredited investor”
within the meaning of Rule 501 of Regulation D.
Pursuant to that agreement, in exchange for $20.0 million,
we issued a secured convertible promissory note with an interest
rate of 2.5% per annum and a maturity date of December 18,
2009, convertible into our common stock at $21.28 per share.
On July 11, 2008, we entered into a second secured
convertible note purchase agreement with Whitebox. Pursuant to
that agreement, in exchange for $15.0 million, we issued a
secured convertible promissory note with an interest rate of
2.5% per annum and a maturity date of July 11, 2010,
convertible into our common stock at $28.00.
In this prospectus, the “Company”, “Ebix”,
“we”; “us” and “our” refer to
Ebix, Inc. and its subsidiaries. Our website is www.ebix.com.
Information contained on our website is for informational
purposes and is not incorporated by reference into this
registration statement, and you should not consider information
contained on our website as part of this registration statement.
2
RISK
FACTORS
You should carefully consider the risks, uncertainties and other
factors described below, along with all of the other information
included or incorporated by reference in this prospectus,
including our financial statements and the related notes, before
you decide whether to buy shares of our common stock. The
following risks and uncertainties are not the only ones facing
us. Additional risks and uncertainties of which we are currently
unaware which we believe are not material also could materially
adversely affect our business, financial condition, results of
operations or cash flows. In any case, the value of our common
stock could decline, and you could lose all or a portion of your
investment. See also, “A Note About Forward-Looking
Statements.”
Risks
Related To Our Business and Industry
Because
the support revenue that we have traditionally relied upon has
been steadily declining, it is important that new sources of
revenue continue to be developed.
We made a strategic decision approximately six years ago to
eliminate our reliance on legacy products and related support
services and instead focus on more current technology and
services. As a result, our revenue from the support services we
offer in connection with our legacy software products has been
decreasing over the course of the past few years. This downward
trend in our support revenue makes us dependent upon our other
sources of revenue.
Adverse
conditions in the insurance industry economics could adversely
affect our revenues.
We are dependent on the insurance industry, which may be
adversely affected by economic, environmental and world
political conditions, particularly recent conditions which have
forced many companies in the insurance industry to search for
capital outside of typical financing arenas.
We may
not be able to secure additional financing to support capital
requirements when needed.
We may need to raise additional funds in the future in order to
fund more aggressive brand promotion or more rapid market
penetration, to develop new or enhanced services, to respond to
competitive pressures, to make acquisitions or for other
purposes. Any required additional financing may not be available
on terms favorable to us, or at all, particularly in light of
current conditions in the credit markets. If adequate funds are
not available on acceptable terms, we may be unable to meet our
strategic business objectives or compete effectively, and the
future growth of our business could be adversely impacted. If
additional funds are raised by our issuing equity securities,
stockholders may experience dilution of their ownership and
economic interests, and the newly issued securities may have
rights superior to those of our common stock. If additional
funds are raised by our issuing debt, we may be subject to
significant market risks related to interest rates, and
operating risks regarding limitations on our activities.
Our
recent acquisitions of Jenquest Inc., Telstra eBusiness Services
and Acclamation Systems, Inc. as well as any future acquisitions
that we may undertake could be difficult to integrate, disrupt
our business, dilute stockholder value and adversely impact our
operating results.
The acquisitions of Jenquest Inc., Telstra eBusiness Services
and Acclamation Systems, Inc. and other potential future
acquisitions, subject the Company to a variety of risks,
including risks associated with an inability to efficiently
integrate acquired operations, prohibitively higher incremental
cost of operations, outdated or incompatible technologies, labor
difficulties, or an inability to realize anticipated synergies,
whether within anticipated timeframes or at all; one or more of
which risks, if realized, could have an adverse impact on our
operations.
We may
not be able to develop new products or services necessary to
effectively respond to rapid technological changes. Disruptions
in our business-critical systems and operations could interfere
with our ability to deliver products and services to our
customers.
To be successful, we must adapt to rapidly changing
technological and market needs, by continually enhancing and
introducing new products and services to address our
customers’ changing demands.
3
The marketplace in which we operate is characterized by:
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rapidly changing technology;
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evolving industry standards;
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frequent new product and service introductions;
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shifting distribution channels; and
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changing customer demands.
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Our future success will depend on our ability to adapt to this
rapidly evolving marketplace. We could incur substantial costs
if we need to modify our services or infrastructure in order to
adapt to changes affecting our market, and we may be unable to
effectively adapt to these changes.
The
markets for our products are highly competitive and are likely
to become more competitive, and our competitors may be able to
respond more quickly to new or emerging technology and changes
in customer requirements.
We operate in highly competitive markets. In particular, the
online insurance distribution market, like the broader
electronic commerce market, is rapidly evolving and highly
competitive. Our insurance software business also experiences
competition from certain large hardware suppliers that sell
systems and system components to independent agencies, and from
small independent developers and suppliers of software, who
sometimes work in concert with hardware vendors to supply
systems to independent agencies. Pricing strategies and new
product introductions and other pressures from existing or
emerging competitors could result in a loss of customers or a
rate of increase or decrease in prices for our services
different than past experience. Our internet business may also
face indirect competition from insurance carriers that have
subsidiaries which perform in-house agency and brokerage
functions.
Some of our current competitors have longer operating histories,
larger customer bases, greater brand recognition and
significantly greater financial and marketing resources than we
do. In addition, we believe we will face increasing competition
as the online financial services industry develops and evolves.
Our current and future competitors may be able to:
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undertake more extensive marketing campaigns for their brands
and services;
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devote more resources to website and systems development;
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adopt more aggressive pricing policies; and
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make more attractive offers to potential employees, online
companies and third-party service providers.
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If we
are unable to protect our intellectual property, our reputation
and competitiveness in the marketplace may be materially
damaged.
We regard our intellectual property in general, and our software
in particular, as critical to our success. It may be possible
for third parties to copy aspects of our products or, without
authorization, to obtain and use information that we regard as
trade secrets. Existing copyright law affords only limited
practical protection, and our software is unpatented.
If we
infringe on the proprietary rights of others, our business
operations may be disrupted, and any related litigation could be
time consuming and costly.
Third parties may claim that we have violated their intellectual
property rights. Any of these claims, with or without merit,
could subject us to costly litigation and divert the attention
of key personnel. To the extent that we violate a patent or
other intellectual property right of a third party, we may be
prevented from operating our business as planned, and we may be
required to pay damages, to obtain a license, if available, to
use the right or to use a non-infringing method, if possible, to
accomplish our objectives. The cost of such activity could have
a material adverse effect on our business.
4
We
depend on the continued services of our senior management and
our ability to attract and retain other key
personnel.
Our future success is substantially dependent on the continued
services and continuing contributions of our senior management
and other key personnel particularly Robin Raina, our president
and chief executive officer. Since becoming Chief Executive
Officer of the Company in 1999, his strategic direction for the
Company and implementation of such direction has proven
instrumental in our growth. The loss of the services of any of
our executive officers or other key employees could harm our
business. We have no long-term employment agreements with any of
our key personnel, nor do we maintain key man life insurance
policies on any of our key employees.
Our future success depends on our ability to continue to
attract, retain and motivate highly skilled employees. If we are
not able to attract and retain key skilled personnel, our
business will be harmed. Competition for personnel in our
industry is intense.
Our
international operations are subject to a number of risks that
could affect our revenues, operating results, and
growth.
We market our products and services internationally and plan to
continue to expand our internet services to locations outside of
the United States. Approximately 41% of our revenues for the six
months ended June 30, 2008 were generated through foreign
subsidiaries. We currently conduct operations in Australia, New
Zealand, and Singapore, and have product development activities
and call center services in India. Our international operations
are subject to other inherent risks which could have a material
adverse effect on our business, including:
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the impact of recessions in foreign economies on the level of
consumers’ insurance shopping and purchasing behavior;
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greater difficulty in collecting accounts receivable;
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difficulties and costs of staffing and managing foreign
operations;
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reduced protection for intellectual property rights in some
countries;
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seasonal reductions in business activity;
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burdensome regulatory requirements;
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trade and financing barriers, and differing business practices;
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significant fluctuations in exchange rates;
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potentially adverse tax consequences; and
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political and economic instability.
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Furthermore, our entry into additional international markets
requires significant management attention and financial
resources, which could divert management’s attention from
existing business operations.
Our
financial position and operating results may be adversely
affected by the weakening U.S. Dollar and fluctuations in
currency exchange rates.
We will be exposed to currency exchange risk with respect to the
U.S. dollar in relation to the foreign currencies in the
countries because a significant portion of our operating
expenses are incurred in foreign countries. This exposure may
increase if we expand our operations in overseas. To date we
have not entered into any hedging arrangements to protect our
business against currency fluctuations. However, management
continues to evaluate and consider the effectiveness of various
hedging strategies. We will monitor changes in our exposure to
exchange rate risk that result from changes in our business
situation. If we do not enter into effective hedging
arrangements in the future, our results of operations and
financial condition could be materially and adversely affected
by fluctuations in foreign currency exchange rates.
5
Risks
Relating to Regulation and Litigation
Federal
Trade Commission laws and regulations that govern the insurance
industry could expose us or the agents, brokers and carriers
with whom we participate in our online marketplace to legal
penalties.
We perform functions for licensed insurance agents, brokers and
carriers and need to comply with complex regulations that vary
from state to state and nation to nation. These regulations can
be difficult to comply with, and can be ambiguous and open to
interpretation. If we fail to properly interpret or comply with
these regulations, we, the insurance agents, brokers or carriers
doing business with us, our officers, or agents with whom we
contract could be subject to various sanctions, including
censure, fines,
cease-and-desist
orders, loss of license or other penalties. This risk, as well
as other laws and regulations affecting our business and changes
in the regulatory climate or the enforcement or interpretation
of existing law, could expose us to additional costs, including
indemnification of participating insurance agents, brokers or
carriers, and could require changes to our business or otherwise
harm our business. Furthermore, because the application of
online commerce to the consumer insurance market is relatively
new, the impact of current or future regulations on our business
is difficult to anticipate. To the extent that there are changes
in regulations regarding the manner in which insurance is sold,
our business could be adversely affected.
Risks
Related to Our Conduct of Business on the Internet
Any
disruption of our internet connections could affect the success
of our internet-based products.
Any system failure, including network, software or hardware
failure, that causes an interruption in our network or a
decrease in the responsiveness of our website could result in
reduced user traffic and reduced revenue. Continued growth in
internet usage could cause a decrease in the quality of internet
connection service. Websites have experienced service
interruptions as a result of outages and other delays occurring
throughout the internet network infrastructure. In addition,
there have been several incidents in which individuals have
intentionally caused service disruptions of major
e-commerce
websites. If these outages, delays or service disruptions
frequently occur in the future, usage of our website could grow
more slowly than anticipated or decline, and we may lose
revenues and customers.
If the internet data center operations that host any of our
websites were to experience a system failure, the performance of
our website would be harmed. These systems are also vulnerable
to damage from fire, floods, earthquakes, acts of terrorism,
power loss, telecommunications failures, break-ins and similar
events. The controls implemented by our third-party service
providers may not prevent or timely detect such system failures.
Our property and business interruption insurance coverage may
not be adequate to fully compensate us for losses that may
occur. In addition, our users depend on internet service
providers, online service providers and other website operators
for access to our website. Each of these providers has
experienced significant outages in the past, and could
experience outages, delays and other difficulties due to system
failures unrelated to our systems.
Concerns
regarding security of transactions or the transmission of
confidential information over the Internet or security problems
we experience may prevent us from expanding our business or
subject us to legal exposure.
If we do not maintain sufficient security features in our online
product and service offerings, our products and services may not
gain market acceptance, and we could also be exposed to legal
liability. Despite the measures that we have or may take, our
infrastructure will be potentially vulnerable to physical or
electronic break-ins, computer viruses or similar problems. If a
person circumvents our security measures, that person could
misappropriate proprietary information or disrupt or damage our
operations. Security breaches that result in access to
confidential information could damage our reputation and subject
us to a risk of loss or liability. We may be required to make
significant expenditures to protect against or remediate
security breaches. Additionally, if we are unable to adequately
address our customers’ concerns about security, we may have
difficulty selling our products and services.
Uncertainty
in the marketplace regarding the use of internet users’
personal information, or legislation limiting such use, could
reduce demand for our services and result in increased
expenses.
Concern among consumers and legislators regarding the use of
personal information gathered from internet users could create
uncertainty in the marketplace. This could reduce demand for our
services, increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or
otherwise harm our business.
6
Legislation has been proposed that would limit the uses of
personal identification information of internet users gathered
online or require online services to establish privacy policies.
Many state insurance codes limit the collection and use of
personal information by insurance agencies, brokers and carriers
or insurance service organizations. Moreover, the Federal Trade
Commission has settled a proceeding against one online service
that agreed in the settlement to limit the manner in which
personal information could be collected from users and provided
to third parties.
Future
government regulation of the internet could place financial
burdens on our businesses.
Because of the internet’s popularity and increasing use,
new laws and regulations directed specifically at
e-commerce
may be adopted. These laws and regulations may cover issues such
as the collection and use of data from website visitors and
related privacy issues; pricing; taxation; telecommunications
over the internet; content; copyrights; distribution; and domain
name piracy. The enactment of any additional laws or
regulations, including international laws and regulations, could
impede the growth of revenue from our Internet operations and
place additional financial burdens on our business.
Risks
Related To Our Common Stock
The
price of our common stock may be extremely
volatile.
In some future periods, our results of operations may be below
the expectations of public market investors, which could
negatively affect the market price of our common stock.
Furthermore, the stock market in general has experienced extreme
price and volume fluctuations in recent months. We believe that,
in the future, the market price of our common stock could
fluctuate widely due to variations in our performance and
operating results or because of any of the following factors:
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announcements of new services, products, technological
innovations, acquisitions or strategic relationships by us or
our competitors;
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trends or conditions in the insurance, software, business
process outsourcing and internet markets;
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changes in market valuations of our competitors; and
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general political, economic and market conditions.
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In addition, the market prices of securities of technology
companies, including our own, have been volatile and have
experienced fluctuations that have often been unrelated or
disproportionate to a specific company’s operating
performance. As a result, investors may not be able to sell
shares of our common stock at or above the price at which an
investor purchase paid. In the past, following periods of
volatility in the market price of a company’s securities,
securities class action litigation has often been instituted
against that company. If any securities litigation is initiated
against us, we could incur substantial costs and our
management’s attention could be diverted from our business.
Quarterly
and annual operating results may fluctuate, which could cause
our stock price to be volatile.
Our quarterly and annual operating results may fluctuate
significantly in the future due to a variety of factors that
could affect our revenues or our expenses in any particular
period. You should not rely on our results of operations during
any particular period as an indication of our results for any
other period. Factors that may adversely affect our periodic
results may include the loss of a significant insurance agent,
carrier or broker relationship or the merger of any of our
participating insurance carriers with one another.
Our operating expenses are based in part on our expectations of
our future revenues and are partially fixed in the short term.
We may be unable to adjust spending quickly enough to offset any
unexpected revenue shortfall.
The
significant concentration of ownership of our common stock will
limit an investor’s ability to influence corporate
actions.
The concentration of ownership of our common stock may limit an
investor’s ability to influence our corporate actions and
have the effect of delaying or deterring a change in control of
our company, could deprive our stockholders of an opportunity to
receive a premium for their common stock as part of a sale of
our company, and may affect the market price of our common
stock. As of October 31, 2008 Luxor Capital Group, LP
beneficially owned 1,416,000 shares representing
14.9% of our common stock and, together with our
executive officers, directors, and owners of at least 5% of our
outstanding common stock, owned approximately
7
58.7% of our outstanding common stock. As a result, those
stockholders, if they act together, are able to substantially
influence all matters requiring stockholder approval, including
the election of all directors and approval of significant
corporate transactions and amendments to our articles of
incorporation. These stockholders may use their ownership
position to approve or take actions that are adverse to
interests of other investors or prevent the taking of actions
that are inconsistent with their respective interests.
Provisions
in our articles of incorporation, bylaws, and Delaware law may
make it difficult for a third party to acquire us, even in
situations that may be viewed as desirable by our
shareholders.
Our certificate of incorporation and bylaws, and provisions of
Delaware law may delay, prevent or otherwise make it more
difficult to acquire us by means of a tender offer, a proxy
contest, open market purchases, removal of incumbent directors
and otherwise. These provisions, which are summarized below, are
expected to discourage types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to
acquire control of us to first negotiate with us. We are subject
to the “business combination” provisions of
Section 203 of the Delaware General Corporation Law. In
general, those provisions prohibit a publicly held Delaware
corporation from engaging in various “business
combination” transactions with any interested stockholder
for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:
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The transaction is approved by the board of directors prior to
the date the interested stockholder obtained interested
stockholder status;
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Upon consummation of the transaction that resulted in the
stockholder’s becoming an interested stockholder, the
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction
commenced; or
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On or subsequent to the date the business combination is
approved by the board of directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at
least two-thirds of the outstanding voting stock that is not
owned by the interested stockholder.
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The provisions could prohibit or delay mergers or other takeover
or change of control attempts with respect to us and,
accordingly, may discourage attempts to acquire us.
THREE FOR
ONE STOCK SPLIT
We conducted a three-for-one stock split on of our common stock
on October 9, 2008. All holders of shares of common stock
on September 29, 2008 received two additional shares for
each share held on that date. Each holder’s percentage of
ownership of Company common stock and his, her or its
proportional voting power remained unchanged after this stock
split. All references to numbers of shares of common stock as
well as the sales prices of our common stock in this prospectus
reflect the effect of this three-for-one split.
The information in the following tables contains selected
financial data from the Company’s 2007 Annual Report on
Form 10-K,
which is incorporated herein by reference, for the years ending
December 31, 2007, 2006, 2005, 2004, and 2003 and have been
adjusted to reflect the retroactive effect of the stock split.
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Year Ended December 31,
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Annual Financial Information
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2007
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2006
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2005
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2004
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2003
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(In thousands, except per share amounts)
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Net income per common share:
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Basic
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$
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1.36
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$
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0.72
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$
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0.52
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$
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0.27
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$
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0.24
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Diluted
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$
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1.20
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$
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0.63
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$
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0.46
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$
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0.24
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$
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0.23
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Shares used in computing per share data:
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Basic
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9,306
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8,304
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8,367
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8,352
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6,882
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Diluted
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10,536
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9,411
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9,363
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9,312
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7,047
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Common stock:
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Issued
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10,219
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8,572
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8,222
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8,733
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8,733
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Outstanding
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10,192
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8,545
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8,222
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6,950
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6,950
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8
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Interim Quarterly Periods
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Quarterly Financial Information
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First Quarter
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Second Quarter
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Third Quarter
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Fourth Quarter
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(Unaudited)
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Year Ended December 31, 2008
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Net Income per common share:
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Basic
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$
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0.55
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$
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0.65
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Diluted
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$
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0.47
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$
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0.54
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Year Ended December 31, 2007
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Net income per common share:
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Basic
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$
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0.23
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$
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0.28
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$
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0.38
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$
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0.45
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Diluted
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$
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0.20
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$
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0.25
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$
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0.33
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$
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0.40
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Year Ended December 31, 2006
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Net income per common share:
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Basic
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$
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0.14
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$
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0.18
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$
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0.20
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$
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0.20
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Diluted
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$
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0.12
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$
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0.16
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$
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0.18
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$
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0.18
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MARKET
PRICE OF COMMON STOCK
Our common stock, par value $0.10 per share, is currently listed
on the NASDAQ Global Market under the stock symbol
“EBIX”. At the close of business on
October 31, 2008, there were approximately
9,981,005 shares of our common stock outstanding held by approximately
1,900 holders of record. The following table sets forth, for the
periods indicated, the range of high and low sales prices for
our common stock as reported on the NASDAQ Global Market. All of
the sales prices of our common stock reflect our three-for-one
stock split effective October 9, 2008.
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Year Ending December 31, 2008
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High
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Low
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First quarter
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$
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26.40
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$
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20.67
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Second quarter
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31.60
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25.08
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Third quarter
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38.36
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25.72
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Fourth quarter (through October 31, 2008)
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30.60
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18.00
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Year Ended December 31, 2007
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High
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Low
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First quarter
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$
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9.67
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$
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8.17
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Second quarter
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14.00
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9.69
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Third quarter
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17.63
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12.55
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Fourth quarter
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24.40
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15.62
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Year Ended December 31, 2006
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High
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Low
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First quarter
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$
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6.90
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$
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6.13
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Second quarter
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7.17
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5.51
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Third quarter
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6.83
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4.97
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Fourth quarter
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9.64
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6.70
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On October 31, 2008, the last reported sales price of our
common stock on the NASDAQ Global Market was $25.43.
9
DIVIDENDS
The Company has not paid any cash dividends on its common stock
to date. The Company currently anticipates that it will retain
any future earnings for the expansion and operation of its
business. Accordingly, the Company does not anticipate paying
cash dividends on its common stock in the foreseeable future.
USE OF
PROCEEDS
We will not receive any proceeds from the sale of these shares.
The selling stockholders are offering all of the shares of our
common stock covered by this prospectus
SELLING
STOCKHOLDERS
The shares of common stock beneficially owned by each of the
selling stockholders are being registered to permit public
secondary trading of these securities, and the selling
stockholders may offer these shares for resale from time to time
as described in the “Plan of Distribution.” We agreed
to register the common stock acquired or to be acquired by the
selling stockholders pursuant to the share and secured
convertible note purchase agreements for resale under the
Securities Act of 1933.
On December 13, 2007, we entered into two share purchase
agreements pursuant to which The Lebowitz Family Trust and
Daniel M. Gottlieb, both “accredited investors” within
the meaning of Rule 501 of Regulation D, acquired
115,386 shares and 115,383 shares, respectively, of
our unregistered common stock at $19.50 per share, for an
aggregate offering price of $4.5 million.
On December 18, 2007, we entered into a secured convertible
note purchase agreement with Whitebox VSC, Ltd.
(“Whitebox”), an “accredited investor”
within the meaning of Rule 501 of Regulation D.
Pursuant to that agreement, in exchange for $20.0 million,
we issued a secured convertible promissory note with an interest
rate of 2.5% per annum and a maturity date of December 18,
2009, in the original principal amount of $20.0 million,
convertible into our common stock at $21.28 per share, subject
to certain adjustments as set forth in the note. In accordance
with these terms this note would be convertible into
939,849 shares of the Company’s common stock. The
maturity date of the note may be extended by Whitebox until
December 18, 2011, if the trading price of our common stock
does not exceed $25.00 per share for any 30 consecutive trading
days prior to the maturity date. Whitebox has converted and sold
281,953 shares pursuant to the exemption from registration
under Rule 144.
On December 20, 2007, we entered into a share purchase
agreement pursuant to which The Morris M. Ostin 2006 Annuity
Trust, an “accredited investor” within the meaning of
Rule 501 of Regulation D, acquired 60,000 shares
of our unregistered common stock at $19.50 per share, for an
aggregate offering price of $1.17 million.
On April 2, 2008, we entered into a share purchase
agreement pursuant to which Rennes Foundation, an
“accredited investor” within the meaning of
Rule 501 of Regulation D, acquired 120,000 shares
of our unregistered common stock at $25.23 per share, for an
aggregate offering price of approximately $3.0 million.
Rolf Herter, a director of the Company, is a director of Rennes
Foundation.
On April 7, 2008, we entered into a share purchase
agreement pursuant to which Ashford Capital Management, Inc., a
registered investment advisor, acquired 330,000 shares of
our unregistered common stock at $24.29 per share, for an
aggregate offering price of approximately $8.0 million. The
purchase was for the account of several “accredited
investors.” The Company relied upon Section 4(2) of
the Securities Act of 1933 and Regulation D promulgated
thereunder in making this sale in a private placement to
accredited investors who acquired the shares for investment
purposes. Pursuant to the share purchase agreements, Ebix is
obligated to file with the SEC a registration statement for the
underlying shares of our common stock and use our reasonable
best efforts to cause the SEC to declare the registration
statement effective.
On April 18, 2008, we entered into a share purchase
agreement pursuant to which Fisher Funds Management, an
“accredited investor” within the meaning of
Rule 501 of Regulation D, acquired 60,000 shares
of our unregistered common stock at $24.58 per share, for an
aggregate offering price of approximately $1.5 million.
On July 11, 2008, we entered into a second secured
convertible note purchase agreement with Whitebox. Pursuant to
that agreement, in exchange for $15.0 million, we issued a
secured convertible promissory note with an interest rate of
2.5% per annum and a maturity date of July 11, 2010, in the
original principal amount of
10
$15.0 million, convertible into our common stock at $28.00
per share, subject to certain adjustments as set forth in the
note. In accordance with these terms this note would be
convertible into 535,714 shares of the Company’s
common stock. The maturity date of the note may be extended by
Whitebox until July 11, 2012, if the trading price of our
common stock does not exceed $32.90 per share for any 30
consecutive trading days prior to the maturity date.
The following table sets forth the names of the selling
stockholders, the number of shares of common stock owned
beneficially by each selling stockholder as of October 29,
2008 and the number of shares that may be offered pursuant to
this prospectus. Except as identified in the footnotes to the
table, none of the selling stockholders has, or within the past
three years has had, any position, office or material
relationship with us or any of our predecessors or affiliates.
The table has been prepared based upon information furnished to
us by or on behalf of the selling stockholders.
The selling stockholders may decide to sell all, some, or none
of the shares of common stock listed below. We cannot provide
you with any estimate of the number of shares of common stock
that any of the selling stockholders will hold in the future.
For purposes of this table, beneficial ownership is determined
in accordance with the
Rule 13d-3
promulgated under the Securities Exchange Act of 1934, and
includes voting power and investment power with respect to such
shares. In calculating the percentage ownership or percent of
equity vote for a given individual or group, the number of
shares of common stock outstanding for that individual or group
includes unissued shares subject to options, warrants, rights or
conversion privileges exercisable within sixty days held by such
individual or group, but are not deemed outstanding by any other
person or group.
As explained below under “Plan of Distribution,” we
have agreed to bear certain expenses (other than broker
discounts and commissions, if any) in connection with the
registration statement, which includes this prospectus.
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Number
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|
of Shares
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
Shares
|
|
|
of Common Stock
|
|
|
Percent
|
|
|
|
|
of Shares
|
|
|
Percent
|
|
|
Available
|
|
|
to be Owned
|
|
|
of Common Stock
|
|
|
|
|
of Common Stock
|
|
|
of Common Stock
|
|
|
for Sale
|
|
|
After
|
|
|
to be Owned
|
|
|
|
|
Owned Before
|
|
|
Owned Before
|
|
|
Under This
|
|
|
the Termination
|
|
|
After Completion
|
|
|
Name of Selling Stockholder
|
|
the Offering
|
|
|
the Offering
|
|
|
Prospectus
|
|
|
of the Offering
|
|
|
of the Offering
|
|
|
|
|
The Morris M. Ostin 2006 Annuity Trust(1)
|
|
|
87,000
|
|
|
|
|
*
|
|
|
60,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
The Lebowitz Family Trust(3)
|
|
|
115,386
|
|
|
|
1.2
|
%
|
|
|
115,386
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Daniel M. Gottlieb
|
|
|
115,383
|
|
|
|
1.2
|
%
|
|
|
115,383
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Ashford Capital Partners, L.P.(4)
|
|
|
148,500
|
|
|
|
1.5
|
%
|
|
|
73,500
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Anvil Investment Assoc., L.P.(4)
|
|
|
36,000
|
|
|
|
|
*
|
|
|
36,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Mertz & Moyer(4)
|
|
|
3,000
|
|
|
|
|
*
|
|
|
3,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Hank & Co.(4)
|
|
|
63,000
|
|
|
|
|
*
|
|
|
48,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Bost & Co.(4)
|
|
|
36,000
|
|
|
|
|
*
|
|
|
10,500
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Booth & Co.(4)
|
|
|
102,900
|
|
|
|
1.0
|
%
|
|
|
84,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Linerbrook & Co.(4)
|
|
|
42,000
|
|
|
|
|
*
|
|
|
42,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Nausetlevel + Co.(4)
|
|
|
22,500
|
|
|
|
|
*
|
|
|
22,500
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Whitebox VSC, Ltd.(5)
|
|
|
1,193,610
|
|
|
|
12.2
|
%
|
|
|
1,193,610
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Rennes Foundation(6)
|
|
|
1,055,931
|
|
|
|
10.8
|
%
|
|
|
120,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Fisher Funds Management(7)
|
|
|
107,532
|
|
|
|
1.1
|
%
|
|
|
60,000
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
*
|
|
Less than one percent.
|
|
|
|
|
|
|
|
(1)
|
|
Morris M. Ostin, Trustee has sole voting and dispositive power
over these shares.
|
|
|
|
|
|
|
|
(2)
|
|
Because (a) the selling stockholders may offer all or some
of the shares of our common stock that they hold in the offering
contemplated by this prospectus, (b) the offering of shares
of our common stock is not being underwritten on a firm
commitment basis, and (c) the selling stockholders could
purchase additional shares of
|
|
|
11
|
|
|
|
|
|
|
our common stock from time to time, no estimate can be given as
to the number of shares or percent of our common stock that will
be held by the selling stockholders upon termination of the
offering.
|
|
|
|
(3)
|
|
Steven D. Lebowitz and Deborah Lebowitz share voting and
dispositive power over these shares.
|
|
|
|
(4)
|
|
Ashford Capital Management, Inc. has discretion with respect to
the purchase, sale, and voting of these shares, as well as 8,700
other shares held for the account of others. Theodore H. Ashford
and Theodore H. Ashford III share voting and dispositive
power over these shares. These shares may only be offered
hereunder after June 7, 2008. The address of Ashford
Capital Management, Inc. is 1 Walker Mill Road, Wilmington,
Delaware 19807.
|
|
|
|
(5)
|
|
The address of Whitebox VSC Ltd. is Suite 300, 3033
Excelsior Boulevard, Minneapolis, Minnesota 55416. The share
amount represents the number of shares which the holder may
acquire upon conversion of its secured convertible promissory
note. Pursuant to the terms of the Note, the holder may not
acquire more than 9.99% of the Company’s outstanding shares
at any time unless it gives 61 days’ prior notice to
the Company. Andrew Redleaf has sole voting and dispositive
power over the shares held by Whitebox.
|
|
|
|
(6)
|
|
The address of the Rennes Foundation is Aeulestrasse 38, FL 9490
Vaduz, Principality of Liechtenstein. Jurg Keller, Christof
Ebersberg and Rolf Herter share voting and dispositive power
over these shares. Rolf Herter, a director of the Company, is a
director of Rennes Foundation.
|
|
|
|
(7)
|
|
The address of The Fisher Funds Management is Level 2, 95
Hurstmere Road,
PO Box 33-549
Takapuna, Auckland 1332, New Zealand. Carmel Fisher, Ken
Applegate, Scott Brown, and Francis Jasper share voting and
dispositive power over these shares. These shares are owned on
behalf of: The Fisher Funds Growth KiwiSaver Scheme, The Fisher
Funds Premium International Fund, The Fisher Funds International
Growth Fund, and the Marlin Global Limited.
|
If any selling stockholder notifies us that a material
arrangement has been entered into with a broker- dealer for the
sale of shares through a block trade, special offering,
exchange, distribution or secondary distribution or a purchase
by a broker or dealer, we will file a prospectus supplement, if
required by Rule 424 under the Securities Act, setting
forth:
|
|
|
|
|
|
•
|
the name of each of the selling stockholder and the
participating broker-dealers;
|
|
|
|
|
•
|
the number of shares involved;
|
|
|
|
|
•
|
the price at which the shares were sold;
|
|
|
|
|
•
|
the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable;
|
|
|
|
|
•
|
a statement to the effect that the broker-dealers did not
conduct any investigation to verify the information set out or
incorporated by reference in this prospectus; and
|
|
|
|
|
•
|
any other fact material to the transaction.
|
The selling stockholder also may transfer the shares of common
stock in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
PLAN OF
DISTRIBUTION
The selling stockholders and any of their pledgees, assignees,
and
successors-in-interest
(including distributees) may, from time to time, sell any or all
of their shares of our common stock on any stock exchange,
market or trading facility on which such shares are traded or in
private transactions. The selling stockholders reserve the right
to accept or reject, in whole or in part, any proposed purchase
of shares, whether the purchase is to be made directly or
through agents. We are not aware that any selling stockholder
has entered into any arrangements with any underwriters or
broker-dealers regarding the sale of its shares of our common
stock.
The selling stockholders may offer their shares at various times
in one or more of the following transactions:
|
|
|
|
|
|
•
|
in ordinary brokers’ transactions and transactions in which
the broker-dealer solicits purchasers;
|
|
|
|
|
•
|
in transactions involving cross or block trades or otherwise on
any national securities exchange or quotation system, such as
the NASDAQ Global Market, on which our common stock may be
listed or quoted;
|
|
|
|
|
•
|
in an over-the-counter or exchange distribution in accordance
with the rules of the applicable exchange;
|
12
|
|
|
|
|
|
•
|
in transactions in which brokers, dealers, or underwriters
purchase the shares as principals and resell the shares for
their own accounts pursuant to this prospectus;
|
|
|
|
|
•
|
in transactions “at the market” to or through market
makers in our common stock;
|
|
|
|
|
•
|
in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or
sales of the shares effected through agents;
|
|
|
|
|
•
|
in a transaction where the broker-dealer agrees with the selling
stockholder to sell a portion of the shares at a stipulated
price;
|
|
|
|
|
•
|
through transactions in options, swaps, or other derivatives
that may or may not be listed on an exchange;
|
|
|
|
|
•
|
in privately negotiated transactions (including hedging
transactions);
|
|
|
|
|
•
|
in transactions to cover short sales;
|
|
|
|
|
•
|
in a combination of any of the foregoing transactions; and
|
|
|
|
|
•
|
any other method pursuant to applicable laws
|
In addition, the selling stockholders also may sell their shares
in private transactions or in accordance with Rule 144
under the Securities Act rather than under this prospectus.
From time to time, the selling stockholders may pledge or grant
a security interest in some or all of the shares they own. If
the selling stockholders default in performance of the secured
obligations, the pledgees or secured parties may offer and sell
the shares from time to time. The selling stockholders also may
transfer and donate shares in other circumstances. If the
selling stockholders donate or otherwise transfer their shares,
the number of shares they beneficially own will decrease as and
when they take these actions. The plan of distribution for the
shares offered and sold under this prospectus will otherwise
remain unchanged, except that the transferees, donees, or other
successors in interest will be selling stockholders for purposes
of this prospectus.
The selling stockholders may pledge their shares to their
brokers under the margin provisions of customer agreements. If a
selling stockholder defaults on a margin loan, the broker may,
from time to time, offer and sell the pledged shares.
The selling stockholders may use brokers, dealers, underwriters,
or agents to sell their shares. The persons acting as agents may
receive compensation in the form of commissions, discounts, or
concessions. This compensation may be paid by the selling
stockholders or the purchasers of the shares for whom such
persons may act as agent, or to whom they may sell as principal,
or both. In addition, the broker-dealers’ or their
affiliates’ commissions, discounts, or concessions may
qualify as underwriters’ compensation under the Securities
Act. Neither we, nor the selling stockholders, can presently
estimate the amount of that compensation. We will make copies of
this prospectus and any supplements or amendments hereto
available to the selling stockholders or any of their agents or
broker-dealers for the purpose of satisfying the prospectus
delivery requirements of the Securities Act.
The selling stockholders and any other person participating in a
distribution of the shares covered by this prospectus will be
subject to applicable provisions of the Securities Exchange Act
of 1934, as amended and referred to in this prospectus as the
Exchange Act, and the rules and regulations under the Exchange
Act, including Regulation M, which may limit the timing of
purchases and sales of any of the shares by the selling
stockholders and any other such person. Furthermore, under
Regulation M, any person engaged in the distribution of the
shares may not simultaneously engage in market-making activities
with respect to the particular shares being distributed for
certain periods prior to the commencement of, or during, that
distribution. All of the above may affect the marketability of
the shares and the ability of any person or entity to engage in
market-making activities with respect to the shares.
Certain of the selling stockholders will bear a portion of the
expenses of this offering. The selling stockholders will bear
any underwriting discounts or commissions, brokerage fees or
stock transfer taxes. We have agreed to indemnify the selling
stockholders against certain liabilities arising in connection
with this offering, including liabilities under the Securities
Act and the Exchange Act. The selling stockholders may agree to
indemnify any agent, dealer, or broker-dealer that participates
in transactions involving the shares of common stock against
certain liabilities, including liabilities arising under the
Securities Act and the Exchange Act.
13
DESCRIPTION
OF CAPITAL STOCK
The following description of our capital stock is summarized
from, and qualified in its entirety by reference to, our
Certificate of Incorporation, which has been previously filed
with the SEC and is incorporated herein by reference. This
summary is not intended to give full effect to provisions of
statutory common law. We urge you to review the following
documents because they, and not this summary, define your rights
as a holder of shares of common stock or preferred stock:
|
|
|
|
|
|
•
|
The Delaware General Corporation Law, as it may be amended from
time to time;
|
|
|
|
|
•
|
Our certificate of incorporation, as it has been amended to date
and as it may be amended or restated from time to time; and
|
|
|
|
|
•
|
Our by-laws, as they may be amended or restated from time to
time.
|
General
We have 20,000,000 shares of authorized common stock,
$0.10 par value and 500,000 shares of authorized
preferred stock, $0.10 par value. As of
October 31, 2008, there were 9,981,005 shares of
common stock outstanding held of record by approximately 1,900
holders and no shares of preferred stock outstanding.
Common
Stock
Holders of our common stock are entitled to one vote per share
on all matters to be voted upon by our stockholders, and do not
have cumulative voting rights. Accordingly, holders of a
majority of the shares of common stock entitled to vote in the
election of directors can elect all of the directors standing
for election. Subject to preferences that may be applicable to
shares of preferred stock then outstanding, if any, the holders
of our common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by our
board of directors out of funds legally available for dividends.
Upon our liquidation, dissolution or winding up, the holders of
our common stock will be entitled to share ratably in all assets
remaining after payment of liabilities, subject to prior
distribution rights of preferred stock then outstanding, if any.
Our common stock has no preemptive or conversion rights or other
subscription rights, nor are there any redemption or sinking
fund provisions applicable to our common stock. All outstanding
shares of our common stock are fully paid. Our certificate of
incorporation and by-laws provide further information about our
capital stock.
Preferred
Stock
We may issue preferred stock in one or more series, as described
below. The following briefly summarizes the provisions of our
certificate of incorporation, as amended to date, that would be
important to holders of our preferred stock. The following
description may not be complete and is subject to, and qualified
in its entirety by reference to, the terms and provisions of our
certificate of incorporation, as amended to date.
Our board of directors is authorized to issue up to
500,000 shares of preferred stock in one or more series.
Our board of directors has the discretion to determine the
number of shares of preferred stock to be included in each
series as well as to determine the dividend, voting, conversion,
redemption, liquidation and other rights, preferences and
limitations of our preferred stock. The rights of the holders of
common stock will be affected by, and may be adversely affected
by, the rights of holders of any preferred stock that we may
designate and issue in the future. The issuance of preferred
stock, while providing desirable flexibility in connection with
possible financing activities, acquisitions, or other corporate
actions, could have the effect of making it more difficult for
others to acquire, or of discouraging others from attempting to
acquire, a shares of our outstanding voting stock. The issuance
of shares of preferred stock with voting and conversion rights
may adversely affect the voting power of the holders of our
common stock.
Transfer
Agent
The transfer agent and registrar for our common stock is Mellon
Investor Services, 200 West Monroe Street, Suite 1590,
Chicago, Illinois 60606.
14
Delaware
anti-takeover law and charter and bylaw provisions
Provisions of Delaware law and our by-laws could make it more
difficult to acquire us by means of a tender offer, a proxy
contest, open market purchases, removal of incumbent directors
and otherwise. These provisions, summarized below, are expected
to discourage types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to
acquire control of us to first negotiate with us. We believe
that the benefits of increased protection of our potential
ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure us outweigh the
disadvantages of discouraging takeover or acquisition proposals
because negotiation of these proposals could result in an
improvement of their terms.
We are subject to the “business combination”
provisions of Section 203 of the Delaware General
Corporation Law. In general, those provisions prohibit a
publicly held Delaware corporation from engaging in various
“business combination” transactions with any
interested stockholder for a period of three years after the
date of the transaction in which the person became an interested
stockholder, unless:
|
|
|
|
|
|
•
|
The transaction is approved by the board of directors prior to
the date the interested stockholder obtained interested
stockholder status;
|
|
|
|
|
•
|
Upon consummation of the transaction that resulted in the
stockholder’s becoming an interested stockholder, the
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares
outstanding those shares owned by (a) persons who are
directors and also officers and (b) employee stock plans in
which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
|
|
|
|
|
•
|
On or subsequent to the date the business combination is
approved by the board of directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at
least
66
2
/
3
%
of the outstanding voting stock that is not owned by the
interested stockholder.
|
A “business combination” is defined to include
mergers, asset sales and other transactions resulting in
financial benefit to a stockholder. In general, an
“interested stockholder” is a person who, together
with affiliates and associates, owns or within three years, did
own, 15% or more of a corporation’s voting stock. The
statute could prohibit or delay mergers or other takeover or
change of control attempts with respect to us and, accordingly,
may discourage attempts to acquire us.
Registration
Rights
Under the terms of the share and secured convertible note
purchase agreements described above, we agreed to file a
registration statement registering the shares purchased by the
investors. We also agreed to use our reasonable best efforts to
cause the SEC to notify us of the SEC’s willingness to
declare such registration statement effective on or before
120 days after the closing of each private placement, and
to cause the shares to be duly listed for trading on the NASDAQ
Global Market concurrently with the effectiveness of such
registration statement. In addition, we agreed to take such
action as may be necessary to keep the registration statement
effective until the earlier of (1) the date on which the
shares may be resold without registration and without regard to
any volume limitations of Rule 144(k) of the Securities Act
or any other rule of similar effect, (2) all of the shares
have been sold pursuant to the registration statement or
Rule 144 of the Securities Act or any other rule of similar
effect, or (3) the second anniversary of the closing date
of the private placement.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of
the Exchange Act, which requires us to file annual, quarterly
and special reports, proxy statements and other information with
the SEC. The SEC maintains an internet site that contains such
information regarding issuers that file electronically, such as
Ebix. The public may inspect our filings over the Internet at
the SEC’s home page at
www.sec.gov
. The
public may also read and copy any document we file at the Public
Reference Room of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by the public by calling
the SEC at
1-800-SEC-0330.
We have filed a registration statement on
Form S-1/A
with the SEC under the Securities Act of 1933 covering the
common stock offered by this prospectus. This prospectus, which
is part of the registration statement, does not contain all the
information included in the registration statement. Some
information has been omitted in accordance
15
with the rules and regulations of the SEC. For further
information, please refer to the registration statement and the
exhibits and schedules filed with it. This prospectus summarizes
material provisions of contracts and other documents to which we
refer you. Since the prospectus may not contain all the
information that you may find important, you should review the
full text of these documents for a more complete understanding
of the document or the matter involved. We have included copies
of these documents as exhibits to the registration statement and
each statement in this prospectus regarding any such document is
qualified in its entirety by reference to the actual document. A
copy of the full registration statement may be obtained from the
SEC as indicated above or from us.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement we have
filed with the SEC. The SEC allows us to “incorporate by
reference” the information we file with it, which means
that we can disclose important information to you by referring
you to documents we file separately with the SEC. The
information incorporated by reference is considered to be part
of this prospectus, except for any information superseded by
information in this prospectus. The following documents
previously filed with the SEC by Ebix (File
No. 000-15946)
are hereby incorporated by reference in this prospectus and made
a part hereof:
|
|
|
|
|
|
•
|
Our annual report on
Form 10-K
for the fiscal year ended December 31, 2007, as filed with
the SEC on March 31, 2008;
|
|
|
|
|
•
|
Our quarterly reports on
Form 10-Q
for the three months ended March 31, 2008 and June 30,
2008, as filed with the SEC on May 6, 2008 and
August 11, 2008 respectively;
|
|
|
|
|
•
|
Our current reports on
Form 8-K
filed with the SEC on January 2, January 18,
February 7, March 10, March 27, April 14,
April 17, and May 6, 2008 , July 1, 2008,
July 16, 2008, August 5, 2008, September 24,
2008, October 3, 2008, October 9, 2008,
October 14, 2008, October 29, 2008 and
October 31, 2008 as well as the Form
8-K/As
filed
with the SEC on January 15, 2008, March 19, 2008, and
October 17, 2008; and
|
|
|
|
|
•
|
Our definitive Proxy Statement for our 2008 Annual Meeting of
Shareholders filed with the SEC on September 3, 2008.
|
You may request a copy of any or all of these documents, at no
cost, upon written or oral request made to us at our principal
executive offices at the following address, phone number and
email address:
Ebix, Inc.
Attn: Investor Relations
5 Concourse Parkway, Suite 3200
Atlanta, Georgia 30328
(678) 281-2028
Email: rkerris@ebix.com
All of the documents that have been incorporated by reference in
this prospectus may be accessed via the Internet at
www.ebix.com
.
LEGAL
MATTERS
The validity of the shares of our common stock that are covered
by this prospectus has been passed upon for us by Carlton
Fields, P.A., Atlanta, Georgia.
EXPERTS
The financial statements and schedules as of and for the year
ending December 31, 2007, which are incorporated by
reference in this Prospectus have been audited by Habif,
Arogeti & Wynne, LLP, an independent registered public
accounting firm, to the extent and for the periods set forth in
their report incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
The financial statements and schedules as of and for the years
ending December 31, 2006 and 2005, which are incorporated
by reference in this Prospectus have been audited by BDO
Seidman, LLP, an independent registered public accounting firm,
to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.
16
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
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|
ITEM 13.
|
Other
Expenses of Issuance and Distribution.
|
The following table sets forth the estimated costs and expenses
of the Registrant in connection with the offering described in
the Registration Statement. All amounts except for the
Securities and Exchange Commission registration fee are
estimates. The Company will bear the majority of these costs,
except that certain selling stockholders will bear a portion.
|
|
|
|
|
|
|
Securities and Exchange Commission registration fee
|
|
$
|
1,934
|
|
|
Legal fees and expenses
|
|
$
|
46,000
|
|
|
Accounting fees and expenses
|
|
$
|
36,000
|
|
|
Miscellaneous expenses
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
Total expenses
|
|
$
|
84,934
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 14.
|
Indemnification
of Directors and Officers.
|
Section 102(b)(7) of the Delaware General Corporation Law
grants the Registrant the power to limit the personal liability
of its directors to the Registrant or its stockholders for
monetary damages for breach of a fiduciary duty.
Article XI of the Registrant’s certificate of
incorporation, as amended, provides for the limitation of
personal liability of the directors of the Registrant as follows:
A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director; provided that this sentence shall not
eliminate or limit the liability of a director (i) for any
breach of his duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General
Corporation Law, or (iv) for any transaction from which the
director derives an improper personal benefit. This
Article XI shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date
when this Article XI becomes effective.
Section 145 of the Delaware General Corporation Law grants
to the Registrant the power to indemnify its directors,
officers, employees and agents against liability arising out of
their respective capacities as directors, officers, employees or
agents. Article VII of the Registrant’s Bylaws
provides that the Registrant shall indemnify any person who is
serving as a director, officer, employee or agent of the
Registrant or of another entity at the request of the Registrant
against judgments, fines, settlements and other expenses
incurred in such capacity if such person acted in good faith and
in a manner reasonably believed to be in, or not opposed to, the
best interests of the Registrant and, with respect to any
criminal action, had no reasonable cause to believe his conduct
was unlawful. In the event of an action or suit by or in the
right of the Registrant, no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Registrant
unless and only to the extent that the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
shall deem proper.
The above discussion is qualified in its entirety by reference
to the detailed provisions of Sections 102(b)(7) and 145 of
the Delaware General Corporation Law and the Registrant’s
Certificate of Incorporation, as amended, and Bylaws. For
additional information we refer you to the full text of our
Certificate of Incorporation, as amended, which is filed as
Exhibit 3.1 hereto as well as and our Bylaws filed as
Exhibit 3.2 to our annual report on
Form 10-K
for the fiscal year ended December 31, 2000, filed with the
SEC on April 2, 2001 and incorporated in this filing by
reference thereto.
II-1
|
|
|
|
ITEM 15.
|
Recent
Sales of Unregistered Securities.
|
Within the past three years, we have had eight unregistered
offerings.
On June 1, 2007, the Company entered into a share purchase
agreement to sell 1,200,000 shares of unregistered common
stock at $11.08 per share to Luxor Capital Partners, LP, a
Delaware limited partnership, and Luxor Capital Partners
Offshore, Ltd., a Cayman Islands exempted company. The purchase
price represented a premium to the
30-day
average closing price of Ebix common stock on the date of the
sale. Under the terms of the share purchase agreement, Luxor
Capital Partners LP acquired 490,800 shares of the
Company’s common stock in exchange for $5.4 million in
cash and Luxor Capital Partners Offshore, Ltd. acquired
709,200 shares of the Company’s common stock in
exchange for $7.9 million in cash, for an aggregate
offering price of $13.3 million. As a result, at
June 4, 2007, Luxor Capital Partners, LP owned
approximately 5% of the Company’s outstanding common stock
and Luxor Capital Partners Offshore, Ltd. owned approximately 7%
of the Company’s outstanding common stock. The Company
relied upon Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated thereunder in making this sale in
a private placement to two accredited investors who acquired the
shares for investment purposes. Pursuant to the share purchase
agreement, Ebix was obligated to file with the SEC a
registration statement, for the underlying shares of our common
stock and to use our reasonable best efforts to cause the SEC to
declare the registration statement effective, and take such
action that is necessary to keep the registration statement
effective. During the third quarter of 2007, the purchaser
requested an additional 300,000 purchased shares be included in
this filing. The respective
Form S-1
registration statement was declared effective by the Securities
and Exchange Commission on December 10, 2007.
On December 13, 2007 the Company entered into share
purchase agreements to sell 115,386 shares and
115,363 shares of our unregistered common stock at $19.50
per share and for an aggregate offering price of
$4.5 million to The Lebowitz Family Trust and Daniel M.
Gottlieb, respectively, both “accredited investors”
within the meaning of Rule 501 of Regulation D. The
purchase price represented a premium to the
30-day
average closing price of our common stock on the date of the
sale. The Company relied upon Section 4(2) of the
Securities Act of 1933 and Regulation D promulgated
thereunder in making this sale in a private placement to two
accredited investors who acquired the shares for investment
purposes. Pursuant to the share purchase agreements, Ebix is
obligated to file with the SEC this registration statement for
the underlying shares of our common stock and use our reasonable
best efforts to cause the SEC to declare the registration
statement effective.
On December 18, 2007, we entered into a secured convertible
note purchase agreement with Whitebox VSC, Ltd.
(“Whitebox”), and on December 18, 2007, in
exchange for $20.0 million, we issued a secured convertible
promissory note (the “Note”), with a maturity date of
December 18, 2009, in the original principal amount of
$20.0 million, which amount is convertible into our common
stock at a price of $21.28 per share, subject to certain
adjustments as set forth in the Note. The maturity date of the
note may be extended, by Whitebox, until December 18, 2011,
if the trading price of our common stock does not exceed $25.00
per share for any 30 consecutive trading days prior to the
maturity date. The Note accrues interest at the rate of 2.5% per
annum, payable on an annual basis on December 18 of each year,
each date of conversion (as to the principal amount being
converted) and the maturity date. The Note was amended on
June 25, 2008 to remove its Section 6. Section 6
of the Note granted Whitebox certain rights if the Company were
to effect a change of control. Under Section 6 of the Note,
in the event of a change of control of the Company, as defined
in the Note, in addition to any other rights Whitebox might have
had, Whitebox was granted the right to put the then-outstanding
principal amount of the Note (including any accreted interest)
to the Company. Upon the exercise of this put right, the Company
was required to pay to Whitebox an amount in cash equal to 110%
multiplied by the greater of (i) the then-outstanding
principal amount of the Note (including any accreted interest)
or (ii) the average price of the Company’s common
stock for the 20 trading days preceding the change in control
multiplied by the number of shares into which the Note was then
entitled to be converted.
The Company relied upon Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder in making
this sale to an accredited investor who acquired the Note for
investment purposes. Pursuant to the share purchase agreements,
Ebix is obligated to file with the SEC this registration
statement for the underlying shares of our common stock and use
our reasonable best efforts to cause the SEC to declare the
registration statement effective.
II-2
On December 20, 2007, the Company entered into a share
purchase agreement to sell 60,000 shares of our
unregistered common stock at $19.50 per share and for an
aggregate offering price of $1.17 million to The
Morris M. Ostin 2006 Annuity Trust, an accredited investor.
The purchase price represented a premium to the
30-day
average closing price of our common stock on the date of the
sale. The Company relied upon Section 4(2) of the
Securities Act of 1933 and Regulation D promulgated
thereunder in making this sale in a private placement to a
single accredited investor who acquired the shares for
investment purposes. Pursuant to the share purchase agreements,
Ebix is obligated to file with the SEC this registration
statement for the underlying shares of our common stock and use
our reasonable best efforts to cause the SEC to declare the
registration statement effective.
The proceeds of the above cited sales of unregistered shares of
our common stock and the issuance of convertible debt were used
towards to financing of our acquisitions of Jenquest Inc. in
November 2007 and Telstra eBusiness Services in January 2008.
On April 2, 2008, we entered into a share purchase
agreement pursuant to which Rennes Foundation, an
“accredited investor” within the meaning of
Rule 501 of Regulation D, acquired 120,000 shares
of our unregistered common stock at $25.23 per share, for an
aggregate offering price of approximately $3.0 million.
Mr. Rolf Herter, a director of the Rennes Foundation, is a
Director of the Company. The Company relied upon
Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated thereunder in making this sale in
a private placement to accredited investors who acquired the
shares for investment purposes. Pursuant to the share purchase
agreements, Ebix is obligated to file with the SEC this
registration statement for the underlying shares of our common
stock and use our reasonable best efforts to cause the SEC to
declare the registration statement effective.
On April 7, 2008, we entered into a share purchase
agreement pursuant to which Ashford Capital Management, Inc., a
registered investment advisor, acquired 330,000 shares of
our unregistered common stock at $24.29 per share, for
an aggregate offering price of approximately $8.0 million,
for the benefit of several “accredited investors”
identified in the table at “Selling Stockholders” in
the prospectus which is a part of this registration statement.
The Company relied upon Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder in making
this sale in a private placement to accredited investors who
acquired the shares for investment purposes. Pursuant to the
share purchase agreements, Ebix is obligated to file with the
SEC this registration statement for the underlying shares of our
common stock and use our reasonable best efforts to cause the
SEC to declare the registration statement effective.
On April 18, 2008, we entered into a share purchase
agreement pursuant to which Fisher Funds Management, acquired
60,000 shares of our unregistered common stock at $24.58
per share, for an aggregate offering price of approximately
$1.5 million, for the benefit of several “accredited
investors” identified in Footnote 5 of the table at
“Selling Stockholders” in the prospectus which is a
part of this registration statement. The Company relied upon
Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated thereunder in making this sale in
a private placement to accredited investors who acquired the
shares for investment purposes. Pursuant to the share purchase
agreements, Ebix is obligated to file with the SEC this
registration statement for the underlying shares of our common
stock and use our reasonable best efforts to cause the SEC to
declare the registration statement effective.
On July 11, 2008, we entered into a secured convertible
note purchase agreement with Whitebox VSC, Ltd.
(“Whitebox”), and on July 11, 2010, in exchange
for $15.0 million, we issued a secured convertible
promissory note (the “Note”), with a maturity date of
July 11, 2010, in the original principal amount of
$15.0 million, which amount is convertible into our common
stock at a price of $28.70 per share, subject to certain
adjustments as set forth in the Note. The maturity date of the
note may be extended, by Whitebox, until July 11, 2012, if
the trading price of our common stock does not exceed $32.90 per
share for any 30 consecutive trading days prior to the maturity
date. The Note accrues interest at the rate of 2.5% per annum,
payable on an annual basis on December 18 of each year, each
date of conversion (as to the principal amount being converted)
and the maturity date.
The Company relied upon Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder in making
this sale to an accredited investor who acquired the Note for
investment purposes. Pursuant to the share purchase agreements,
Ebix is obligated to file with the SEC this registration
statement for the underlying shares of our common stock and use
our reasonable best efforts to cause the SEC to declare the
registration statement effective.
II-3
The proceeds of the above cited sales of unregistered shares of
our common stock and the issuance of convertible debt were used
to repurchase of our common stock from Brit Insurance Holdings,
Inc (an affiliate) in April 2008 as well as to finance our
acquisition of Acclamation Systems, Inc., in August 2008.
|
|
|
|
ITEM 16.
|
Exhibits
and Financial Statement Schedules.
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
|
|
|
|
|
2
|
.1
|
|
Stock Purchase Agreement dated February 23, 2004 by and
among the Company and the shareholders of LifeLink Corporation
(incorporated by reference to Exhibit 2.1 to the
Company’s Current Report of
Form 8-K
dated February 23, 2004 (the “February 2004
8-K”))
and incorporated herein by reference.
|
|
|
2
|
.2
|
|
Secured Promissory Note, dated February 23, 2004, issued by
the Company (incorporated by reference to Exhibit 2.2 of
the February 2004
8-K
and
incorporated herein by reference).
|
|
|
2
|
.3
|
|
Purchase Agreement, dated June 28, 2004, by and between
Heart Consulting Pty Ltd. And Ebix Australia Pty Ltd.
(incorporated by reference to Exhibit 2.1 to the
Company’s Current Report of
Form 8-K
dated July 14, 2004 (the “July 14, 2004
8-K”))
and incorporated herein by reference.
|
|
|
2
|
.4
|
|
Agreement, dated July 1, 2004, by and between Heart
Consulting Pty Ltd. and Ebix, Inc. (incorporated by reference to
Exhibit 2.2 to the Company’s Current Report of
Form 8-K
dated July 14, 2004 (the “July 14, 2004
8-K”))
and incorporated herein by reference.
|
|
|
2
|
.5
|
|
Agreement and Plan of Merger by and among Ebix, Finetre and
Steven F. Piaker, as shareholders’ Representative dated
September 22, 2006 (incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on
8-K/A
dated
October 2, 2006) and incorporated herein by reference.
|
|
|
2
|
.6
|
|
Asset Purchase Agreement, dated May 9, 2006, by and among
Ebix, Inc., Infinity Systems Consulting, Inc. and the
Shareholders of Infinity Systems Consulting, Inc. (incorporated
here by reference to Exhibit 2.1 to the Company’s
Current Report on
Form 8-K/A
dated May 9, 2006) and incorporated herein by
reference.
|
|
|
2
|
.7
|
|
Agreement and Plan of Merger dated October 31, 2007 by and
among Ebix, Inc., Jenquest, Inc. IDS Acquisition Sub. and Robert
M. Ward as Shareholder Representative (incorporated here by
reference to Exhibit 2.1 to the Company’s Current
Report on
Form 8-K/A
dated November 7, 2007) and incorporated herein by
reference.
|
|
|
2
|
.8
|
|
Stock Purchase Agreement by and among Ebix, Inc., Acclamation
Systems, Inc., and Joseph Ott (incorporated here by reference to
Exhibit 2.1 to the Company’s Current Report on
Form 8-K
dated August 5, 2008 and incorporated herein by reference.)
|
|
|
3
|
.1*
|
|
Certificate of Incorporation, as amended, of Ebix, Inc.
|
|
|
3
|
.2
|
|
Bylaws of Ebix, Inc. (incorporated by reference to
Exhibit 3.2 to our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2000).
|
|
|
5
|
.1*
|
|
Opinion of Carlton Fields, P.A.
|
|
|
10
|
.1
|
|
Delphi Information Systems, Inc. 1983 Stock Incentive Plan, as
amended (filed as Exhibit 10.1 to the Company’s
Registration Statement on
Form S-1
(No. 33-45153)
and incorporated herein by reference).+
|
|
|
10
|
.2
|
|
Delphi Information Systems, Inc. Cash Option Profit Sharing Plan
(filed as Exhibit 4.2 to the Company’s Registration
Statement on
Form S-8
(No. 33-19310)
and incorporated herein by reference).+
|
|
|
10
|
.3
|
|
Delphi Information Systems, Inc. 1989 Stock Purchase Plan
(included in the prospectus filed as part of the Company’s
Registration Statement on
Form S-8
(No. 33-35952)
and incorporated herein by reference).+
|
|
|
10
|
.4
|
|
Delphi Information Systems, Inc. Non-Qualified Stock Option Plan
for Directors (filed as Exhibit 10.4 to the Company’s
Annual Report on
Form 10-K
for the fiscal year ended March 31, 1992 and incorporated
herein by reference).+
|
|
|
10
|
.5
|
|
Delphi Information Systems, Inc. 1996 Stock Incentive Plan
(filed as Exhibit 4.3 to the Company’s Registration
Statement on
Form S-8
(File
No. 333-23261)
and incorporated herein by reference).+
|
|
|
10
|
.6
|
|
Lease agreement effective October, 1998 between the Company and
485 Properties LLC relating to premises at Five Concourse
Parkway, Atlanta, Georgia (filed as Exhibit 10.16 to the
Company’s Transition Report on
Form 10-K
for the transition period from April 1, 1998 to
December 31, 1998 and incorporated herein by reference).
|
|
|
10
|
.7
|
|
Delphi Information Systems, Inc. 1998 Non-Employee
Director’s Stock Option Plan (filed as Exhibit A to
the Company’s proxy statement dated August 12, 1998
and incorporated herein by reference).+
|
II-4
|
|
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
|
|
|
|
|
10
|
.8
|
|
Delphi Information Systems, Inc. 1999 Stock Purchase Plan (filed
as Exhibit 10.33 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 1999 and incorporated
herein by reference).
|
|
|
10
|
.9
|
|
Severance agreement, between the Company and Richard J. Baum,
dated as of October 4, 2000 (filed as Exhibit 10 to
the Company’s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2000 and incorporated
herein by reference).+
|
|
|
10
|
.10
|
|
Sublease agreement dated October 11, 2000, between the
Company and Eric Swallow and Deborah Swallow, relating to the
premises at 2055 N. Broadway, Walnut Creek, CA. (filed
as Exhibit 10.27 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2000 and incorporated
herein by reference).
|
|
|
10
|
.11
|
|
First amendment to lease agreement dated June 26, 2001,
between the Company and PWC Associates, relating to premises of
Building Two of the Parkway Center, Pittsburgh, PA. (filed as
Exhibit 10.20 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2001 and incorporated
herein by reference).
|
|
|
10
|
.13
|
|
Share Exchange and Purchase Agreement between the Company and
Brit Insurance Holdings PLC (filed as Exhibit 10.1 to the
Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2001 and incorporated
herein by reference).
|
|
|
10
|
.14
|
|
Registration Rights Agreement between the Company and Brit
Holdings Limited (filed as Exhibit 10.2 to the
Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2001 and incorporated
herein by reference).
|
|
|
10
|
.15
|
|
Share Purchase Agreement dated January 16, 2004, by and
between Ebix, Inc. and CF Epic Insurance and General Fund (filed
as Exhibit 99.1 to the Company’s
S-3
(No. 333-112616),
and incorporated herein by reference).
|
|
|
10
|
.16
|
|
Second Amendment to the Lease Agreement dated June 3, 2003
between the Company and 485 Properties, LLC relating to the
premises at Five Concourse Parkway, Atlanta, Georgia (filed as
Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 and incorporated herein
by reference).
|
|
|
10
|
.17
|
|
Ebix, Inc. 1996 Stock Incentive Plan as amended by the first,
second, third and fourth amendments thereto (incorporated by
reference to Exhibit 10.18 to the Company’s Annual
Report on
Form 10-K
for the year ended December 31, 2004 and incorporated
herein by reference).
|
|
|
10
|
.18
|
|
Amended and Restated Revolving Line of Credit from LaSalle Bank,
National Association, Amended and Restated Loan and Security
Agreement and Pledge Agreement dated April 21, 2004
(incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2004 and incorporated
herein by reference).
|
|
|
10
|
.19
|
|
First Amendment to the Loan and Security Agreement, dated
July 1, 2004, between Ebix, Inc. and LaSalle National Bank
(incorporated by reference to Exhibit 10.20 to the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2004 and incorporated
herein by reference).
|
|
|
10
|
.20
|
|
Second Amendment to Loan and Security Agreement between Ebix,
Inc. and the Company, effective as of December 31, 2004,
between Ebix, Inc. and LaSalle National Bank. (incorporated by
reference to Exhibit 10.1 to the Company’s Current
Report on
Form 8-K
dated February 23, 2005 and incorporated herein by
reference).
|
|
|
10
|
.21
|
|
Third Amendment to Loan and Security Agreement between Ebix,
Inc. and the Company, effective as of October 20, 2005,
between Ebix, Inc. and LaSalle National Bank (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly
Report on
Form 10-Q
for the period ended September 30, 2005 and incorporated
herein by reference).
|
|
|
10
|
.22
|
|
Second Amended and Restated Loan and Security Agreement, dated
August 31, 2006 between Ebix, Inc. and LaSalle National
Bank.(incorporated by reference to Exhibit 2.2 on
Form 10-Q
for the quarter ended September 30, 2006 and incorporated
herein by reference).
|
|
|
10
|
.23
|
|
Lease agreement dated January 1, 2002, between LifeLink
Building LLC and LifeLink Corporation (which was acquired by
Ebix, Inc. in February 2004), relating to the premises at The
LifeLink Building located at 1918 Prospector Drive, Park City,
UT 84060 (incorporated by reference to Exhibit 10.23 to the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2004 and incorporated
herein by reference).
|
II-5
|
|
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
|
|
|
|
|
10
|
.24
|
|
Form of Restricted Stock Agreement under the Company’s 1996
Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated June 7, 2005 and incorporated herein by reference).+
|
|
|
10
|
.25
|
|
Stock Purchase Agreement, dated April 28, 2005, by and
between Ebix, Inc. and Craig Wm. Earnshaw (incorporated by
reference to Exhibit 10.1 to the Company’s Current
Report on
Form 8-K
dated April 28, 2005 and incorporated herein by reference).
|
|
|
10
|
.26
|
|
Share Purchase Agreement made and entered into as of
June 1, 2007, by and among Ebix, Inc, and Luxor Capital
Partners, LP, a Delaware limited partnership and Luxor Capital
Partners Offshore, Ltd, a Cayman Islands exempted company
(incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
dated June 6, 2007 and incorporated herein by reference).
|
|
|
10
|
.27
|
|
Secured Convertible Note Purchase effective as of
December 18, 2007, by and between Ebix, Inc., and Whitebox
VSC Ltd., a limited partnership organized under the laws of the
British Virgin Islands (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated December 26, 2007 and incorporated herein by
reference).
|
|
|
10
|
.28
|
|
2.5% Convertible Secured Promissory Note dated
December 18, 2007 by Ebix, Inc. (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated December 26, 2007 and incorporated herein by
reference).
|
|
|
10
|
.29
|
|
Share Purchase Agreement made and extended into as of
April 2, 2008 by and among Ebix, Inc. and Rennes Foundation
(incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
filed April 14, 2008).
|
|
|
10
|
.30
|
|
Share Purchase Agreement made and entered into as of
April 7, 2008 by and among Ebix, Inc. and Ashford Capital
Management, Inc. (incorporated by reference to
Exhibit 10.30 to the Company’s Current Report on
Form 8-K
filed April 14, 2008).
|
|
|
10
|
.31
|
|
Stock Purchase Agreement made and entered into as of
April 16, 2008 by and among Ebix, Inc. and Brit Insurance
Holdings, Inc. (incorporated by reference to Exhibit 10.31
to the Company’s
Form 8-K
filed April 17, 2008).
|
|
|
10
|
.32
|
|
Amendment to Secured Promissory Note Dated December 18,
2008 entered into as of June 25, 2008 between Ebix, Inc.,
and Whitebox VSC Ltd., a limited partnership organized under the
laws of the British Virgin Islands (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated July 1, 2008 and incorporated herein by reference).
|
|
|
10
|
.33
|
|
Secured Convertible Note Purchase effective as of July 11,
2008, by and between Ebix, Inc., and Whitebox VSC Ltd., a
limited partnership organized under the laws of the British
Virgin Islands (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on
Form 8-K
dated July 16, 2008 and incorporated herein by reference).
|
|
|
10
|
.34
|
|
2.5% Convertible Secured Promissory Note dated
July 11, 2008 by Ebix, Inc. (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated July 16, 2008 and incorporated herein by reference).
|
|
|
14
|
.1*
|
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Ebix, Inc. Code of Ethics for Senior Financial Officers
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21
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.1
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Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the Company’s
Form 10-K
filed on March 31, 2008.
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23
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.1*
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Consent of Habif, Arogeti & Wynne, LLP.
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23
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.2*
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Consent of BDO Seidman, LLP.
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23
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.4*
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Consent of Carlton Fields, P.A. (included in Exhibit 5.1).
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24
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.1*
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Powers of Attorney (included on the signature page hereto).
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*
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Filed herewith.
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+
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Management contract or compensatory plan or arrangement.
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II-6
A. The 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.
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 Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement; and
(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.
(2) 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 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) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(5) 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 SEC such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-7
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 of the requirements for filing on
Form S-1
and has duly caused this Amendment No. 1 to registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 4th day of November 2008.
Ebix, Inc.
Robin Raina
President, Chief Executive Officer and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities indicated.
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Signature
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Title
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Date
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/s/ Robin
Raina
Robin
Raina
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Chairman of the Board, President and Chief Executive Officer
(principal executive officer)
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November 4, 2008
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/s/ Robert
F. Kerris
Robert
F. Kerris
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Senior Vice President, Chief Financial Officer, and Corporate
Secretary (principal financial and accounting officer)
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November 4, 2008
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*
Pavan
Bhalla
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Director
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November 4, 2008
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*
Hans
Benz*
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Director
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November 4, 2008
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*
Neil
Eckert
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Director
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November 4, 2008
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*
Rolf
Herter
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Director
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November 4, 2008
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*
Hans
Ueli Keller
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Director
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November 4, 2008
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* By:
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/s/ Robin
Raina
Robin
Raina
pursuant to a power of attorney dated April 22, 2008
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II-8
INDEX TO
EXHIBITS
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Exhibit
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Number
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2
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.1
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Stock Purchase Agreement dated February 23, 2004 by and
among the Company and the shareholders of LifeLink Corporation
(incorporated by reference to Exhibit 2.1 to the
Company’s Current Report of
Form 8-K
dated February 23, 2004 (the “February 2004
8-K”))
and incorporated herein by reference.
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2
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.2
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Secured Promissory Note, dated February 23, 2004, issued by
the Company (incorporated by reference to Exhibit 2.2 of
the February 2004
8-K
and
incorporated herein by reference).
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2
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.3
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Purchase Agreement, dated June 28, 2004, by and between
Heart Consulting Pty Ltd. And Ebix Australia Pty Ltd.
(incorporated by reference to Exhibit 2.1 to the
Company’s Current Report of
Form 8-K
dated July 14, 2004 (the “July 14, 2004
8-K”))
and incorporated herein by reference.
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2
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.4
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Agreement, dated July 1, 2004, by and between Heart
Consulting Pty Ltd. and Ebix, Inc. (incorporated by reference to
Exhibit 2.2 to the Company’s Current Report of
Form 8-K
dated July 14, 2004 (the “July 14, 2004
8-K”))
and incorporated herein by reference.
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2
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.5
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Agreement and Plan of Merger by and among Ebix, Finetre and
Steven F. Piaker, as shareholders’ Representative dated
September 22, 2006 (incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on
8-K/A
dated
October 2, 2006) and incorporated herein by reference.
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2
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.6
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Asset Purchase Agreement, dated May 9, 2006, by and among
Ebix, Inc., Infinity Systems Consulting, Inc. and the
Shareholders of Infinity Systems Consulting, Inc. (incorporated
here by reference to Exhibit 2.1 to the Company’s
Current Report on
Form 8-K/A
dated May 9, 2006) and incorporated herein by
reference.
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2
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.7
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Agreement and Plan of Merger dated October 31, 2007 by and
among Ebix, Inc., Jenquest, Inc. IDS Acquisition Sub. and Robert
M. Ward as Shareholder Representative (incorporated here by
reference to Exhibit 2.1 to the Company’s Current
Report on
Form 8-K/A
dated November 7, 2007) and incorporated herein by
reference.
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2
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.8
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Stock Purchase Agreement by and among Ebix, Inc., Acclamation
Systems, Inc., and Joseph Ott (incorporated here by reference to
Exhibit 2.1 to the Company’s Current Report on
Form 8-K
dated August 5, 2008 and incorporated herein by reference. )
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3
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.1*
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Certificate of Incorporation, as amended, of Ebix, Inc.
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3
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.2
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Bylaws of Ebix, Inc. (incorporated by reference to
Exhibit 3.2 to our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2000).
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5
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.1*
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Opinion of Carlton Fields, P.A.
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10
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.1
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Delphi Information Systems, Inc. 1983 Stock Incentive Plan, as
amended (filed as Exhibit 10.1 to the Company’s
Registration Statement on
Form S-1
(No. 33-45153)
and incorporated herein by reference).+
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10
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.2
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Delphi Information Systems, Inc. Cash Option Profit Sharing Plan
(filed as Exhibit 4.2 to the Company’s Registration
Statement on
Form S-8
(No. 33-19310)
and incorporated herein by reference).+
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10
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.3
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Delphi Information Systems, Inc. 1989 Stock Purchase Plan
(included in the prospectus filed as part of the Company’s
Registration Statement on
Form S-8
(No. 33-35952)
and incorporated herein by reference).+
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10
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.4
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Delphi Information Systems, Inc. Non-Qualified Stock Option Plan
for Directors (filed as Exhibit 10.4 to the Company’s
Annual Report on
Form 10-K
for the fiscal year ended March 31, 1992 and incorporated
herein by reference).+
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10
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.5
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Delphi Information Systems, Inc. 1996 Stock Incentive Plan
(filed as Exhibit 4.3 to the Company’s Registration
Statement on
Form S-8
(File
No. 333-23261)
and incorporated herein by reference).+
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10
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.6
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Lease agreement effective October, 1998 between the Company and
485 Properties LLC relating to premises at Five Concourse
Parkway, Atlanta, Georgia (filed as Exhibit 10.16 to the
Company’s Transition Report on
Form 10-K
for the transition period from April 1, 1998 to
December 31, 1998 and incorporated herein by reference).
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10
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.7
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Delphi Information Systems, Inc. 1998 Non-Employee
Director’s Stock Option Plan (filed as Exhibit A to
the Company’s proxy statement dated August 12, 1998
and incorporated herein by reference).+
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10
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.8
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Delphi Information Systems, Inc. 1999 Stock Purchase Plan (filed
as Exhibit 10.33 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 1999 and incorporated
herein by reference).
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Exhibit
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Number
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10
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.9
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Severance agreement, between the Company and Richard J. Baum,
dated as of October 4, 2000 (filed as Exhibit 10 to
the Company’s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2000 and incorporated
herein by reference).+
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10
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.10
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Sublease agreement dated October 11, 2000, between the
Company and Eric Swallow and Deborah Swallow, relating to the
premises at 2055 N. Broadway, Walnut Creek, CA. (filed
as Exhibit 10.27 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2000 and incorporated
herein by reference).
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10
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.11
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First amendment to lease agreement dated June 26, 2001,
between the Company and PWC Associates, relating to premises of
Building Two of the Parkway Center, Pittsburgh, PA. (filed as
Exhibit 10.20 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2001 and incorporated
herein by reference).
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10
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.13
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Share Exchange and Purchase Agreement between the Company and
Brit Insurance Holdings PLC (filed as Exhibit 10.1 to the
Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2001 and incorporated
herein by reference).
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10
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.14
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Registration Rights Agreement between the Company and Brit
Holdings Limited (filed as Exhibit 10.2 to the
Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2001 and incorporated
herein by reference).
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10
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.15
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Share Purchase Agreement dated January 16, 2004, by and
between Ebix, Inc. and CF Epic Insurance and General Fund (filed
as Exhibit 99.1 to the Company’s
S-3
(No. 333-112616),
and incorporated herein by reference).
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10
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.16
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Second Amendment to the Lease Agreement dated June 3, 2003
between the Company and 485 Properties, LLC relating to the
premises at Five Concourse Parkway, Atlanta, Georgia (filed as
Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2003 and incorporated herein
by reference).
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10
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.17
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Ebix, Inc. 1996 Stock Incentive Plan as amended by the first,
second, third and fourth amendments thereto (incorporated by
reference to Exhibit 10.18 to the Company’s Annual
Report on
Form 10-K
for the year ended December 31, 2004 and incorporated
herein by reference).
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10
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.18
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Amended and Restated Revolving Line of Credit from LaSalle Bank,
National Association, Amended and Restated Loan and Security
Agreement and Pledge Agreement dated April 21, 2004
(incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2004 and incorporated
herein by reference).
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10
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.19
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First Amendment to the Loan and Security Agreement, dated
July 1, 2004, between Ebix, Inc. and LaSalle National Bank
(incorporated by reference to Exhibit 10.20 to the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2004 and incorporated
herein by reference).
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10
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.20
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Second Amendment to Loan and Security Agreement between Ebix,
Inc. and the Company, effective as of December 31, 2004,
between Ebix, Inc. and LaSalle National Bank. (incorporated by
reference to Exhibit 10.1 to the Company’s Current
Report on
Form 8-K
dated February 23, 2005 and incorporated herein by
reference).
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10
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.21
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Third Amendment to Loan and Security Agreement between Ebix,
Inc. and the Company, effective as of October 20, 2005,
between Ebix, Inc. and LaSalle National Bank (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly
Report on
Form 10-Q
for the period ended September 30, 2005 and incorporated
herein by reference).
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10
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.22
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Second Amended and Restated Loan and Security Agreement, dated
August 31, 2006 between Ebix, Inc. and LaSalle National
Bank.(incorporated by reference to Exhibit 2.2 on
Form 10-Q
for the quarter ended September 30, 2006 and incorporated
herein by reference).
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10
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.23
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Lease agreement dated January 1, 2002, between LifeLink
Building LLC and LifeLink Corporation (which was acquired by
Ebix, Inc. in February 2004), relating to the premises at The
LifeLink Building located at 1918 Prospector Drive, Park City,
UT 84060 (incorporated by reference to Exhibit 10.23 to the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2004 and incorporated
herein by reference).
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10
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.24
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Form of Restricted Stock Agreement under the Company’s 1996
Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated June 7, 2005 and incorporated herein by reference).+
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Exhibit
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Number
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10
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.25
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Stock Purchase Agreement, dated April 28, 2005, by and
between Ebix, Inc. and Craig Wm. Earnshaw (incorporated by
reference to Exhibit 10.1 to the Company’s Current
Report on
Form 8-K
dated April 28, 2005 and incorporated herein by reference).
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10
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.26
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Share Purchase Agreement made and entered into as of
June 1, 2007, by and among Ebix, Inc, and Luxor Capital
Partners, LP, a Delaware limited partnership and Luxor Capital
Partners Offshore, Ltd, a Cayman Islands exempted company
(incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
dated June 6, 2007 and incorporated herein by reference).
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10
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.27
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Secured Convertible Note Purchase effective as of
December 18, 2007, by and between Ebix, Inc., and Whitebox
VSC Ltd., a limited partnership organized under the laws of the
British Virgin Islands (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated December 26, 2007 and incorporated herein by
reference).
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10
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.28
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2.5% Convertible Secured Promissory Note dated
December 18, 2007 by Ebix, Inc. (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated December 26, 2007 and incorporated herein by
reference).
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10
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.29
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Share Purchase Agreement made and extended into as of
April 2, 2008 by and among Ebix, Inc. and Rennes Foundation
(incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
filed April 14, 2008).
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10
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.30
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Share Purchase Agreement made and entered into as of
April 7, 2008 by and among Ebix, Inc. and Ashford Capital
Management, Inc. (incorporated by reference to
Exhibit 10.30 to the Company’s Current Report on
Form 8-K
filed April 14, 2008).
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10
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.31
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Stock Purchase Agreement made and entered into as of
April 16, 2008 by and among Ebix, Inc. and Brit Insurance
Holdings, Inc. (incorporated by reference to Exhibit 10.31
to the Company’s
Form 8-K
filed April 17, 2008).
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10
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.32
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Amendment to Secured Promissory Note Dated December 18,
2008 entered into as of June 25, 2008 between Ebix, Inc.,
and Whitebox VSC Ltd., a limited partnership organized under the
laws of the British Virgin Islands (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated July 1, 2008 and incorporated herein by reference).
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10
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.33
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Secured Convertible Note Purchase effective as of July 11,
2008, by and between Ebix, Inc., and Whitebox VSC Ltd., a
limited partnership organized under the laws of the British
Virgin Islands (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on
Form 8-K
dated July 16, 2008 and incorporated herein by reference).
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10
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.34
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2.5% Convertible Secured Promissory Note dated
July 11, 2008 by Ebix, Inc. (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
dated July 16, 2008 and incorporated herein by reference).
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14
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.1*
|
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Ebix, Inc. Code of Ethics for Senior Financial Officers
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21
|
.1
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Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the Company’s
Form 10-K
filed on March 31, 2008.
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23
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.1*
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Consent of Habif, Arogeti & Wynne, LLP.
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23
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.2*
|
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Consent of BDO Seidman, LLP.
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23
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.4*
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Consent of Carlton Fields, P.A. (included in Exhibit 5.1).
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24
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.1*
|
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Powers of Attorney (included on the signature page hereto).
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*
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Filed herewith.
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+
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Management contract or compensatory plan or arrangement.
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