As filed with the Securities and Exchange Commission on June 25, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2303920 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225
(Address of registrant’s principal executive offices)
TYLER TECHNOLOGIES, INC.
2004 EMPLOYEE STOCK PURCHASE PLAN
(AMENDED AND RESTATED EFFECTIVE JUNE 1, 2012)
(Full title of plan)
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H. Lynn Moore, Jr. Executive Vice President, General Counsel, and Secretary Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, Texas 75225 (972) 713-3700 |
with copy to: Randall G. Ray, Esq. Munck Wilson Mandala, LLP 12770 Coit Road, Suite 600 Dallas, Texas 75251 (972) 628-3600 |
(Name and address and telephone number, including area code, of registrant’s agent for service)
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee (2) |
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Common Stock, $0.01 par value |
1,000,000 shares | $40.685 | $40,685,000 | $4,663 | ||||
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. |
| (2) | Estimated solely for the purpose of calculating the registration fee, which has been computed in accordance with Rule 457(h) of the Securities Act, based on the average of the high and low prices for the common stock on June 20, 2012, as reported on the New York Stock Exchange. |
EXPLANATORY STATEMENT
In February 2012, our board of directors approved, subject to stockholder approval, the amendment and restatement of the Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan, effective June 1, 2012 (the “Plan”). At our 2012 Annual Meeting of Stockholders held on May 10, 2012, our stockholders approved the amended and restated Plan which, among other things, increased the aggregate number of shares of our common stock authorized for issuance under the Plan from 1,000,000 shares to 2,000,000 shares. The amended and restated Plan was further amended by Amendment No. 1 adopted by our board of directors on June 20, 2012 and effective June 1, 2012. The contents of our Registration Statement on Form S-8 (File No. 333-116406) filed with the Securities and Exchange Commission on June 10, 2004 relating to the Plan, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.
PART I
The information required by Part I to be contained in a Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
Item 8. Exhibits.
| 5.1 | Opinion of Munck Wilson Mandala, LLP (filed herewith). |
| 10.1 | Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012) (filed as Appendix A to our Proxy Statement filed with the Commission on March 29, 2012 and incorporated by reference herein). |
| 10.2 | Amendment No. 1 to Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012), adopted June 20, 2012 and effective June 1, 2012 (filed herewith). |
| 23.1 | Consent of Ernst & Young LLP (filed herewith). |
| 23.2 | Consent of Munck Wilson Mandala, LLP (included as part of Exhibit 5.1). |
| 24.1 | Power of Attorney (set forth on the signature page of this Registration Statement). |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, and the State of Texas, on June 25, 2012.
| TYLER TECHNOLOGIES, INC. | ||
| (Registrant) | ||
| By: | /s/ B RIAN K. M ILLER | |
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| Brian K. Miller | ||
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Executive Vice President, Chief Financial Officer, and Treasurer |
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POWER OF ATTORNEY
Each of the undersigned hereby appoints Brian K. Miller and H. Lynn Moore, Jr., and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place, and stead of the undersigned, to sign and file with the Commission under the Securities Act any and all amendments and exhibits to this registration statement and any and all applications, instruments, and other documents to be filed with the Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 25, 2012.
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Signature |
Title |
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/s/ J OHN M. Y EAMAN |
Chairman of the Board and Director | |
| John M. Yeaman | ||
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/s/ J OHN S. M ARR , J R . |
President, Chief Executive Officer, | |
| John S. Marr, Jr. | and Director (principal executive officer) | |
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/s/ B RIAN K. M ILLER |
Executive Vice President, Chief Financial | |
| Brian K. Miller | Officer, and Treasurer (principal financial officer) | |
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/s/ W. M ICHAEL S MITH |
Vice President and Chief Accounting Officer | |
| W. Michael Smith | (principal accounting officer) | |
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Signature |
Title |
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/s/ D ONALD R. B RATTAIN |
Director | |
| Donald R. Brattain | ||
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/s/ J. L UTHER K ING , J R . |
Director | |
| J. Luther King, Jr. | ||
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/s/ G. S TUART R EEVES |
Director | |
| G. Stuart Reeves | ||
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/s/ M ICHAEL D. R ICHARDS |
Director | |
| Michael D. Richards | ||
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/s/ D USTIN R. W OMBLE |
Director | |
| Dustin R. Womble | ||
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INDEX TO EXHIBITS
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Exhibit
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Exhibit |
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| 5.1 | Opinion of Munck Wilson Mandala, LLP (filed herewith). | |
| 10.1 | Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012) (filed as Appendix A to our Proxy Statement filed with the Commission on March 29, 2012 and incorporated by reference herein). | |
| 10.2 | Amendment No. 1 to Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012), adopted June 20, 2012 and effective June 1, 2012 (filed herewith). | |
| 23.1 | Consent of Ernst & Young LLP (filed herewith). | |
| 23.2 | Consent of Munck Wilson Mandala, LLP (included as part of Exhibit 5.1). | |
| 24.1 | Power of Attorney (set forth on the signature page of this Registration Statement). | |
Exhibit 5.1
June 25, 2012
Tyler Technologies, Inc.
5949 Sherry Lane, Suite
1400 Dallas, Texas 75225
Ladies and Gentlemen:
We have acted as special counsel to Tyler Technologies, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to an aggregate of 1,000,000 additional shares of the Company’s Common Stock, $0.01 par value (the “ Shares ”), to be issued pursuant to the Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012), as amended by Amendment No. 1 adopted June 20, 2012 and effective June 1, 2012 (the “ Plan ”).
With respect to the foregoing, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, orders, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares that from time to time may be issued and sold under the Plan, in accordance with appropriate proceedings of the Board of Directors of the Company or a committee thereof pursuant to the terms of the Plan, when so issued and sold at prices in excess of the par value of the Shares in accordance with the provisions of the Plan and related agreements entered into by the Company, will be validly issued by the Company, fully paid, and nonassessable.
The foregoing opinion is limited solely to the Delaware General Corporation Law, including (without limitation) the Delaware Constitution and the reported judicial decisions interpreting such law in effect on the date hereof. This opinion letter is as of the date hereof and limited to the matter set forth above; we render no opinion, whether by implication or otherwise, as to any other matters. This opinion letter is delivered to you in connection with and for the purpose of the Registration Statement and may not be used or relied upon for any other purpose.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.
| Respectfully submitted, | ||
| MUNCK WILSON MANDALA, LLP | ||
| /s/ M UNCK W ILSON M ANDALA , LLP | ||
Exhibit 10.2
AMENDMENT NO. 1
TO THE
TYLER TECHNOLOGIES, INC.
2004 EMPLOYEE STOCK PURCHASE PLAN
(AMENDED AND RESTATED EFFECTIVE JUNE 1, 2012)
This Amendment No. 1 to the Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012) (the “Plan”) is hereby adopted by Tyler Technologies, Inc. (the “ Company ”), effective as of June 1, 2012.
WHEREAS, the Company’s Board of Directors approved the Plan, subject to stockholder approval, on February 23, 2012, and the Company’s stockholders approved the Plan on May 10, 2012;
WHEREAS, the Company reserved the right to amend the Plan pursuant to Section 22 thereof;
WHEREAS, the definition of “Compensation” in the Plan was modified from the original 2004 Employee Stock Purchase Plan to eliminate commissions, which would apply to participants under the Plan beginning with the next offering period that commences July 1, 2012, and the Board of Directors has determined that the modified definition is unnecessarily restrictive based on the variety of regular pay plans among the Company’s employees and, therefore, does not treat the participants in the Plan fairly and equally; and
WHEREAS, the Company now desires to amend the definition of “Compensation” with retroactive effect to the effective date of the Plan on June 1, 2012, which would apply to participants under the Plan beginning with the next offering period that commences July 1, 2012;
NOW, THEREFORE, Section 2.1(e) of the Plan is hereby amended in its entirety to read as follows:
(e) “ Compensation ” means, with respect to any Offering Period, regular base wages or salary, commissions, draws against commissions, travel pay and overtime paid during such Offering Period before deduction for any contributions to any plan maintained by a Participating Company and described in Section 401(k) or Section 125 of the Code.
IN WITNESS WHEREOF, and as evidence of the adoption of the foregoing Amendment No. 1, the Company has caused this Amendment No. 1 to be executed by a duly authorized officer on June 20, 2012, to be effective for all purposes as of June 1, 2012.
| TYLER TECHNOLOGIES, INC. | ||
| By: | /s/ H. L YNN M OORE , J R . | |
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H. Lynn Moore, Jr. Executive Vice President and General Counsel |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 1,000,000 shares of common stock pertaining to the Tyler Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012) of our reports dated February 23, 2012, with respect to the financial statements of Tyler Technologies, Inc., and the effectiveness of internal control over financial reporting of Tyler Technologies, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 22, 2012