-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VeFJJfIgsCH83eEAWb61BPKgZRWmH7LK6x1lzlro7fyAKdSBY6a+A7HLtyAUBn+p TtL3TQYM9VWc60ZzfoK52Q== /in/edgar/work/20000906/0000950169-00-001155/0000950169-00-001155.txt : 20000922 0000950169-00-001155.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950169-00-001155 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT TECHNOLOGY SERVICES INC CENTRAL INDEX KEY: 0000850483 STANDARD INDUSTRIAL CLASSIFICATION: [5045 ] IRS NUMBER: 541248422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43081 FILM NUMBER: 717538 BUSINESS ADDRESS: STREET 1: 3901 STONECROFT BLVD CITY: CHANTILLY STATE: VA ZIP: 20151-0808 BUSINESS PHONE: 703-502-2000 MAIL ADDRESS: STREET 1: 4100 LAFAYETTE CTR DRIVE CITY: CHANTILLY STATE: VA ZIP: 22021-0808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YOUNG M DENDY CENTRAL INDEX KEY: 0001005474 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4100 LAFAYETTE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 20151-1200 MAIL ADDRESS: STREET 1: 4100 LAFAYETTE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 21051-1200 SC 13D/A 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) GTSI Corp. (Formerly named Government Technology Services, Inc.) ----------------------------------------------------- (Name of Issuer) Common Stock, par value $.005 per share --------------------------------------- (Title of Class of Securities) 383750106 -------------- (CUSIP Number) Carter Strong, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5339 (202) 857-6252 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Various ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D CUSIP No. 383750106 1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons M. Dendy Young 2) Check the Appropriate Row if a Member of a Group* (a) [ ] (b) [ ] N/A 3) SEC Use Only 4) Source of Funds* AF, PF, 00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] N/A 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power (not including 32,730 Shares Beneficially certain shares subject to option) Owned by Each Reporting Person with 8) Shared Voting Power 131,500 9) Sole Dispositive Power (not including 32,730 certain shares subject to option) 10) Shared Dispositive Power 131,500 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,014,230 (including 850,000 shares subject to options exercisable within 60 days) 12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13) Percent of Class Represented by Amount in Row (11) 9.99% 14) Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. -2- This Amendment No. 3 to Schedule 13D filed by M. Dendy Young, with respect to the common stock, par value $.005 per share ("Common Shares"), of GTSI Corp. (formerly named Government Technology Services, Inc.), a Delaware corporation (the "Issuer"), amends the Schedule 13D filed by Mr. Young on December 29, 1995, as amended by Amendment No. 1 filed on December 12, 1996 and Amendment No. 2 filed on August 18, 1997 (the "Statement"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Statement. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. -------------------------------------------------- Item 3 is supplemented as follows: Mr. Young purchased jointly with his spouse, Andrea T. Young, a total of 22,000 Common Shares in the NASD National Market System between April 28, 1998 and August 28, 2000, as follows: Date Number of Shares Price Per Share ---- ---------------- --------------- 04/28/98 100 $4.3750 04/30/98 9,900 $4.3750 05/04/99 3,000 $4.3750 05/04/99 2,000 $4.3125 08/25/99 3,000 $4.0000 12/23/99 2,000 $2.5000 05/15/00 2,000 $2.7500 08/11/00 10,000 $2.7500 08/14/00 10,000 $2.7500 08/18/00 200 $3.1250 08/21/00 1,000 $3.1250 08/25/00 2,500 $3.2500 08/28/00 1,800 $3.2500 All shares were purchased in over-the-counter transactions through standard brokerage accounts maintained by Mr. and Mrs. Young. All shares were purchased with personal funds of Mr. and Mrs. Young. -3- In addition, Mr. Young, as beneficial owner of an Individual Retirement Account (the "IRA"), purchased 2,000 Common Shares in the NASD National Market System on May 8, 2000, at $2.75 per share, and 1,000 Common Shares on May 11, 2000, at $2.50 per share. Such shares were purchased with proceeds from the IRA contributed to the IRA by Mr. Young. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- Item 5 is amended as follows: (a) Mr. Young beneficially owns 1,014,230 Common Shares (of which 850,000 Common Shares represent that portion of the Options which are exercisable within 60 days of the date hereof), representing approximately 9.99% of the outstanding Common Shares, based on 9,307,180 outstanding shares as of August 1, 2000, as reported in the Issuer's Form 10-Q for the period ended June 30, 2000. (b) Mr. Young has the sole power to vote and dispose of 32,730 Common Shares (includes 3,000 shares held in the IRA and 430 shares held as custodian for children). Mr. Young would have the sole power to vote and dispose of the 850,000 Common Shares that represent that portion of the Options which are currently exercisable within 60 days of the date hereof if such Shares were acquired upon the exercise of the Options. Mr. and Mrs. Young share the power to vote and dispose of 131,500 shares. Mrs. Young is a natural person whose residence address is 604 Boyle Lane, McLean, Virginia 22102. The current principal occupation of Mrs. Young is that of homemaker. Mrs. Young has not been the subject of any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years, nor has Mrs. Young been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction within the past five years as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mrs. Young is a citizen of the United States of America. (c) Except as set forth in item 3 above, no transactions in Common Shares were effected by Mr. Young during the 60 days prior to the date of this Amendment No. 3. (d) Mr. Young holds 430 Common Shares as custodian for two of his minor children. Except with respect to such Common Shares, the 131,500 Common Shares jointly owned by Mr. and Mrs. Young and the 3,000 Common Shares held in the IRA, no other person has the right to receive dividends from, or the proceeds from the sale of, the Common Shares owned by Mr. Young. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ---------------------------------------------------------------------- Mr. Young and the Issuer entered into a Non-qualified Stock Option Agreement dated August 3, 1999 pursuant to which the Issuer granted an option to Mr. Young to purchase up to 100,000 Common Shares for a per share purchase price of $4.00 per share, which vests and is exercisable cumulatively in four equal annual installments commencing August 3, 1999 and expiring on August 3, 2006. A copy of the Stock Option Agreement is attached hereto as Exhibit 1 and incorporated herein by this reference. Except as described herein or as previously disclosed in Mr. Young's Schedule 13D as amended by Amendments No. 1 and No. 2 thereto, Mr. Young does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer of any of the Common Shares owned by him, finder's fees, joint ventures, guarantees of profits, vision of profits or loss, or the giving or withholding of proxies. -4- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Date: September 5, 2000 /s/ M. DENDY YOUNG ------------------ M. Dendy Young -5- EX-1 2 0002.txt 1996 STOCK OPTION PLAN EXHIBIT 1 Government Technology Services, Inc. 1996 STOCK OPTION PLAN Nonqualified Stock Option Agreement for Employees Government Technology Services, Inc., a Delaware corporation (the "Company"), hereby grants to Dendy Young (the "Optionee") an option to purchase a total of 100,000 shares of Common Stock (the "Shares") of the Company, at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the Company's 1996 Stock Option Plan (the "Plan") applicable to nonqualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings herein. 1. Nature of the Option. This Option is intended to be a nonqualified stock option and is not intended to be an incentive stock option within the --- meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. Date of Grant; Term of Option. This Option is granted as of August 3, 1999 (the "Grant Date"), and it may not be exercised later than August 3, 2006. 3. Exercise Price. The exercise price is $4.00 per Share, which price is not less than 100% of the Fair Market Value thereof on the Grant Date. 4. Method of Payment. The consideration to be paid for the Shares to be issued upon exercise of this Option and to be paid to satisfy any withholding tax obligation incident thereto, including the method of payment, may consist entirely or in any combination of cash, check, a commitment to pay by a broker, or such other payment method or combination thereof as set forth in Section 7(d) of the Plan. 5. Exercise of Option. This Option shall be exercisable during its term only in accordance with the terms and provisions of the Plan and this Option as follows: (a) This Option shall vest and be exercisable cumulatively in four equal annual installments, the first installment occurring immediately upon the date of grant and the remaining installments occurring upon each subsequent anniversary of the date of grant. An Optionee who has been in continuous service with the Company since the grant of this Option may exercise the exercisable portion of his or her Option in whole or in part at any time during his or her employment. However, an Option may not be exercised for a fraction of a Share. In the event of the termination of the Optionee's service as an Employee or disability or death, the provisions of Sections 7 or 8 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and associated withholding taxes as set forth in Section 4 above, and an executed Notice of Exercise of Stock Option in the form attached hereto. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a stockholder shall exist with respect to the Shares under this Option as a result of the grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 8.h. of the Plan. 6. Restrictions on Exercise. This Option may not be exercised if the issuance of Shares upon Optionee's exercise would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 7. Termination of Employment. If the Optionee ceases to serve as an Employee for any reason other than death or permanent and total disability (within the meaning of Section 22(e)(3) of the Code) and thereby terminates his or her Continuous Status as an Employee, the Optionee shall have the right to exercise this Option at any time within three months after the date of such termination to the extent that the Optionee was entitled to exercise this Option at the date of such termination, subject to Section 8.e. of the Plan. To the extent that the Optionee was not entitled to exercise this Option at the date of termination, or to the extent this Option is not exercised within the time specified herein, this Option shall terminate. Notwithstanding the foregoing, this Option shall not be exercisable after the expiration of the term set forth in Section 2 hereof. 8. Death or Disability. If an Optionee's Continuous Status as an Employee ceases due to death or permanent and total disability (within the meaning of Section 22(e)(3) of the Code) of the Optionee, this Option may be exercised within six months following the date of death or termination of employment due to permanent or total disability (subject to any earlier termination of this Option as provided by its terms), by the Optionee in the case of permanent or total disability, or in the case of death by the Optionee's estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but in any case only to the extent the Optionee was entitled to exercise this Option at the date of his or her termination of employment by death or permanent and total disability. To the extent that he or she was not entitled to exercise such Option at the date of his or her termination of employment by death or permanent and total disability, or if he or she does not exercise such Option (which he or she was entitled to exercise) within the time specified herein, this Option shall terminate. Notwithstanding the foregoing, this Option shall not be exercisable after the expiration of the term set forth in Section 2 hereof. 9. Tax Withholding Upon Exercise of Option. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option, or the sale or other disposition of the Shares issued upon the exercise of this Option. 10. Nontransferability of Option. This Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution, or, if permitted of Options granted under Rule 16bB3, transfer between spouses incident to a divorce. Subject to the foregoing and the terms of the Plan, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 11. No Right of Employment. Neither this Plan nor any Option granted hereunder shall confer upon any Optionee any right to continue to serve as an Employee of the Company or limit in any respect the right of the Company to discharge the Optionee at any time, with or without cause and with or without notice. 12. Miscellaneous. (a) Successors and Assigns. This Option Agreement shall bind and ---------------------- inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is ---------------------------- intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. (c) Amendments. ---------- (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option Agreement shall not be changed or modified, in whole or in part, except by supplemental agreement signed by the Parties. Any Party may waive compliance by any other Party with any of the covenants or conditions of this Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Any consent or notice under this Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. (d) Governing Law. To the extent that Federal laws do not otherwise ------------- control, the Plan and all determinations made or actions taken pursuant hereto shall be governed by the laws of the Commonwealth of Virginia, without regard to the conflict of laws rules thereof. (e) Severability. If any provision of this Option Agreement or the ------------ application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. (f) Optionee Representation. Optionee acknowledges receipt of the ----------------------- Plan and hereby accepts the grant of this Option subject to all the terms and provisions thereof. IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee and is dated as of the Grant Date. Government Technology Services, Inc. Optionee By: Signature: ------------------------------------ ---------------------- Name: Judith B. Kassel Address: ---------------------------------- ------------------------ Title: Vice President & General Counsel --------------------------------- ------------------------ ================================================================================ [GOVERNMENT TECHNOLOGY SERVICES, INC. LOGO] Government Technology Services, Inc. NOTICE OF EXERCISE OF STOCK OPTION ---------------------------------- (Please print legibly or type) I, Dendy Young ("Optionee"), hereby agree, represent and warrant to Government Technology Services, Inc. (the "Company") as follows: 1. On August 3, 1999, I was granted a Stock Option (the "Option") pursuant to the Company's 1996 Stock Option Plan (the "Plan"). 2. Pursuant to the Option, I was granted the right to purchase 100,000 shares of the Company's Common Stock, subject to adjustment in accordance with the Plan (the "Optioned Shares"). 3. I am eligible to exercise the Option to the extent that I am exercising the Option. 4. I hereby elect to exercise the Option to purchase __________ of such Optioned Shares (the "Shares") under the Stock Option Agreement evidencing said Option at $4.00 per Share, for an aggregate purchase price of $__________. 5. This Notice of Exercise of Stock Option is accompanied by payment in full for the Shares and withholding tax in the form of cash, a check or any combination thereof. 6. In connection with my exercise of the Option, I have received a copy of the Company's Prospectus relating to the Company's Common Stock issuable under the Plan. Dated: ----------------------------- ----------------------------------- Signature of Optionee - ------------------------------------ ----------------------------------- Social Security Number Address ----------------------------------- City, State, Zip ================================================================================ Received on behalf of Government Technology Services, Inc. on ________________. Signature: ------------------------ Print Name: ------------------------ ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----