TYLER TECHNOLOGIES INC — Registration Form 2010

Aug 3, 2010

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As filed with the Securities and Exchange Commission on August 3, 2010

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
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5949 Sherry Lane, Suite 1400 Dallas, Texas 75225 (Address of registrant’s principal executive offices)

TYLER TECHNOLOGIES, INC. STOCK OPTION PLAN

(Full title of plan)

Copy to:

H. Lynn Moore, Jr.	Randall G. Ray, Esq.
Executive Vice President, General Counsel,	Gardere Wynne Sewell LLP
and Secretary	1601 Elm Street, Suite 3000
Tyler Technologies, Inc.	Dallas, Texas 75201
5949 Sherry Lane, Suite 1400	(214) 999-4544
Dallas, Texas 75225
(972) 713-3700
(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 o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of — securities to be	Amount to be	Proposed maximum — offering price per	Proposed maximum — aggregate offering	Amount of
registered	registered (1)	share (2)	price (2)	registration fee (2)
Common Stock, $0.01 par
value	5,000,000 shares	$ 16.797	$ 83,985,000	$ 5,988.13

| (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 prices at which outstanding
options may be exercised (as to 380,000 shares), plus the average of the high and low prices
for the common stock as reported on the New York Stock Exchange for August 2, 2010 (as to
4,620,000 shares for which the exercise price is not known). |

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PART I

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*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 of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

PART II

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the registrant with the Commission, including the documents incorporated by reference therein, are incorporated by reference into this registration statement:

(a)	Our annual report on Form 10-K, filed with the Commission on February 25, 2010.
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year
covered by the document referred to in (a) above.
(c)	The description of the registrant’s Common Stock contained in the registrant’s
Current Report on Form 8-K, as filed with the Commission on June 10, 2004, including
any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The registrant’s Certificate of Incorporation, as amended, and Amended and Restated By-Laws

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provide that officers and directors who are made a party to or are threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a officer or director of the registrant or is or was serving at the request of the registrant as a director or officer of another entity, shall be indemnified and held harmless by the registrant to the fullest extent authorized by the Delaware General Corporation Law (“DGCL”) against all expense, liability, and loss reasonably incurred or suffered by such person in connection therewith. The right to indemnification includes the right to be paid by the registrant for expenses incurred in defending any such proceeding in advance of its final disposition. Officers and directors of the registrant are not entitled to indemnification if such persons did not meet the applicable standard of conduct set forth in the DGCL for officers and directors.

The registrant has also entered into indemnification agreements with its officers and directors by which the registrant has agreed to indemnify such persons if they are named or threatened to be named as a party to certain proceedings by reason of acting as officers and directors of the registrant. The registrant maintains directors’ and officers’ insurance coverage to protect against any losses incurred as a result of the registrant’s indemnification obligations.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following documents are filed as exhibits to this registration statement:

4.1	Tyler Technologies, Inc. 2010 Stock Option Plan, effective as of May 13, 2010.
4.2	Amendment No. 1 to the Tyler Technologies, Inc. 2010 Stock Option Plan,
effective as of May 13, 2010.
5.1	Opinion of Gardere Wynne Sewell LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Gardere Wynne Sewell LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of this registration statement).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

| i. | To include any prospectus required by Section 10(a)(3) of the
Securities Act; |
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| ii. | To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
registration statement. Notwithstanding the foregoing, any increase |

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| | 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% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in this registration statement; and |
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| iii. | To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; |

provided, however , that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

| (2) | That, for the purpose of determining any liability under the Securities Act,
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. |

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 August 3, 2010.

TYLER TECHNOLOGIES, INC. (Registrant)
By:	/s/ Brian K. Miller
	Brian K. Miller
	Executive Vice President, Chief Financial
Officer, and Treasurer

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 August 3, 2010.

Signature	Title
/s/ John M. Yeaman John M. Yeaman	Chairman of the Board of Directors and
Director
/s/ John S. Marr, Jr. John S. Marr, Jr.	President, Chief Executive Officer,
and Director (principal executive officer)
/s/ Brian K. Miller Brian K. Miller	Executive Vice President, Chief Financial Officer,
and Treasurer (principal financial
officer)
/s/ W. Michael Smith W. Michael Smith	Vice President and Chief Accounting Officer (principal
accounting officer)

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Signature	Title
/s/ Donald R. Brattain Donald R. Brattain	Director
/s/ J. Luther King, Jr. J. Luther King, Jr.	Director
/s/ G. Stuart Reeves G. Stuart Reeves	Director
/s/ Michael D. Richards Michael D. Richards	Director
/s/ Dustin R. Womble Dustin R. Womble	Director

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INDEX TO EXHIBITS

Exhibit
Number	Exhibit
4.1	Tyler Technologies, Inc. 2010 Stock Option Plan, effective as of May 13, 2010.
4.2	Amendment No. 1 to the Tyler Technologies, Inc. 2010 Stock Option Plan, effective as of
May 13, 2010.
5.1	Opinion of Gardere Wynne Sewell LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Gardere Wynne Sewell 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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