-----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, PQuZ29f4weGP9Anem+1UwkkIn8b5SjqTFT54dOqHWDHRLzghTJqXH5Oh17sYbTV0 F25R3QZS+36GfvbHbByltw== /in/edgar/work/0000927016-00-003558/0000927016-00-003558.txt : 20001013 0000927016-00-003558.hdr.sgml : 20001013 ACCESSION NUMBER: 0000927016-00-003558 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001012 EFFECTIVENESS DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMICS RESEARCH CORP CENTRAL INDEX KEY: 0000030822 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 042211809 STATE OF INCORPORATION: MA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47838 FILM NUMBER: 739110 BUSINESS ADDRESS: STREET 1: 60 FRONTAGE ROAD CITY: ANDOVER STATE: MA ZIP: 01810-5498 BUSINESS PHONE: 9784759090 MAIL ADDRESS: STREET 1: 60 FRONTAGE ROAD CITY: ANDOVER STATE: MA ZIP: 01810-5498 S-8 1 0001.txt FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNAMICS RESEARCH CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2211809 ------------- ---------- (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
60 FRONTAGE ROAD, ANDOVER, MA 01810 --------------------------------------------- (Address of Principal Executive Offices) (Zip Code) James P. Regan Non-Statutory Stock Option Agreement 2000 Incentive Plan -------------------- (Full title of the plans) DAVID KELEHER VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER DYNAMICS RESEARCH CORPORATION 60 FRONTAGE ROAD ANDOVER, MASSACHUSETTS 01810 ---------------------------- (Name and address of agent for service) (978) 475-9090 -------------- (Telephone number, including area code, of agent for service) Please send copies of all communications to: MARY E. WEBER, ESQ. ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 (617) 951-7000
CALCULATION OF REGISTRATION FEE ===================================================================================================================== Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered be registered (1) offering price per aggregate offering registration fee (3) share (2) price (2) - --------------------------------------------------------------------------------------------------------------------- Common Stock, $.10 1,500,000 shares $7.25 $10,875,000 $2,871.00 Par Value (including 250,000 shares (4) 4.44 1,110,000 293.04 ---------------- --------- Preferred Stock 1,750,000 $3,164.04 Purchase Rights) =====================================================================================================================
(1) Pursuant to Rule 416(a), also covers additional shares of common stock as may be offered in the event of stock dividends, splits or recapitalization or other similar transactions. (2) Represents the weighted average price of shares registered hereunder determined as follows: the offering price for shares subject to options on the date hereof is the actual exercise price of such options. Of the 1,750,000 shares of Common Stock, par value $.10 per share, to be registered hereunder, 250,000 shares are subject to options at an average price of $4.44 per share. The offering price of $7.25 per share for the remaining 1,500,000 shares not subject to options on the date hereof has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices for the common stock of Dynamics Research Corporation, par value $.10, reported on the NASDAQ National Market on October 5, 2000, which was $7.25. (3) Registration fee consists of (a) $293.04 payable in respect of 250,000 shares subject to options at an average exercise price of $4.44 per share on the date hereof and (b) $2,871.00 payable in respect of 1,500,000 shares not yet subject to options on the date hereof, calculated as described in footnote 2. (4) Shares subject to options granted pursuant to the James P. Regan Stock Option Agreement. PART I ITEM 1. PLAN INFORMATION Not required to be filed with this registration statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Not required to be filed with this registration statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant hereby incorporates the following documents herein by reference: (a) The Registrant's latest Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (b) All other reports filed by the Registrant with the Securities and Exchange Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 since December 31, 1999, which are listed below: (i) The Registrant's Quarterly Report(s) on Form 10-Q for the fiscal quarter(s) ended March 31, 2000 and June 30, 2000. (ii) The Registrant's Current Report(s) on Form 8-K dated February 10, 2000. (iii) The Registrant's Current Report(s) on Form 8-K dated June 27, 2000. (c) The description of the Registrant's Common Stock, $.10 par value per share, contained in the Registrant's Registration Statement on Form 10 in respect of the Registrant's Common Stock, filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended by Registrant's Registration Statement on Form 8-A, as amended, filed pursuant to Section 12 of the Securities Exchange Act of 1934. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered 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 thereof from the date of filing of such documents. 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 is organized under the laws of The Commonwealth of Massachusetts. The Massachusetts Business Corporation Law provides that indemnification of directors, officers, employees and other agents of a corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity with respect to any employee benefit plan, may be provided by the corporation to whatever extent specified in or authorized by its articles of organization, a by-law adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors, except that no indemnification may be provided for any person with respect to any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation. Under Massachusetts law, a corporation can purchase and maintain insurance on behalf of any person against liability incurred as a director, officer, employee, agent or person serving at the request of the corporation as a director, officer, employee or other agent of another organization or with respect to any employee benefit plan, in his capacity as such, whether or not the corporation would have the power to itself indemnify him against such liability. The Registrant's Restated Articles of Organization provide that the Registrant's directors shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liabilities is not permitted under the Massachusetts Business Corporation Law as in effect at time such liability is determined. The By-laws provide that the Registrant shall indemnify its directors and officers to the full extent permitted by the laws of The Commonwealth of Massachusetts against certain liabilities. The Company has indemnification agreements with each of its directors. Each indemnification agreement entitles the director to be indemnified by the Company for any liabilities and expenses incurred in connection with the defense or disposition of any legal claim or action brought or threatened against him or her by reason of (i) being or having been a director of the Company or (ii) serving or having served at the Company's request as a director of another organization or in any capacity with respect to an employee benefit plan. The indemnification agreement also requires the Company to advance payment for any expenses incurred by a director in connection with such an action. However, a director will not receive indemnification under the agreement if he or she is found not to have acted in good faith in the reasonable belief that his or her actions were in the best interest of the Company. The indemnification provided under the indemnification agreement is required whether or not an action is brought asserting that the director seeking indemnification acted unlawfully or acted to create an improper personal benefit, unless the director is actually found not to have acted in good faith in the reasonable belief that his or her actions were in the best interests of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Restated Articles of Organization (Incorporated by reference to the Registrant's Form 10-Q for the quarter ended 6/13/87, SEC File Reference No. 1- 7348). 4.2 By-Laws (Incorporated by reference to the Registrant's Form 10-Q for the quarter ended 6/13/87, SEC File Reference No.1-7348). 4.3 Specimen Common Stock Certificate included in Exhibit 4.1 and 4.2. 4.4 Specimen Preferred Stock Certificate included in Exhibit 4.1 and 4.2. 4.5 Rights Agreement dated as of February 17, 1998 ("Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998). 4.6 Form of Certificate of Designation with respect to Series B Preferred Stock (incorporated by reference to the Registrant's Form 8-A Amendment filed on September 30, 1998). 4.7 Form of Rights Certificate (incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998). 4.8 Dynamics Research Corporation 2000 Incentive Plan (incorporated by reference to the Registrant's Proxy Statement filed on Form DEFS 14A on December 6, 1999). 4.9 Form of James P. Regan Non-qualified Stock Option Agreement 5 Opinion of Ropes & Gray. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Ropes & Gray is contained in Exhibit 5. 24 Power of attorney is included on the signature page of this Registration Statement. ITEM 9. UNDERTAKINGS. (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; 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; provided, however, that paragraphs (a)(1)(i) and (ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) that, for the 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, subject to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Town of Andover, Massachusetts on this 14th day of July, 2000. DYNAMICS RESEARCH CORPORATION By: /s/ James P. Regan --------------------------- JAMES P. REGAN Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of Dynamics Research Corporation, hereby severally constitute and appoint James P. Regan and David Keleher and each of them singly, as true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all additional amendments to this registration statement, and generally to do all things in our names and on our behalf in such capacities to enable Dynamics Research Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all applicable requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated. TITLE: DATE: /s/ James P. Regan - --------------------------- July 14, 2000 JAMES P. REGAN, President, Chief Executive Officer, and Director /s/ David Keleher - --------------------------- March 13, 2000 DAVID KELEHER, Chief Financial Officer Vice President of Finance /s/ Robert Flynn - --------------------------- March 7, 2000 ROBERT FLYNN, Corporate Controller (Acting) /s/ John S. Anderegg, Jr. - --------------------------- July 14, 2000 JOHN S. ANDEREGG, JR., Director /s/ Francis J. Aguilar - --------------------------- March 9, 2000 FRANCIS J. AGUILAR, Director /s/ James P. Mullins - --------------------------- JAMES P. MULLINS, Director March 8, 2000 /s/ Martin V. Joyce - ---------------------------- MARTIN V. JOYCE, Director March 8, 2000 /s/ Kenneth F. Kames - --------------------------- KENNETH F. KAMES, Director March 9, 2000 EXHIBIT INDEX 4.1 Restated Articles of Organization (Incorporated by reference to the Registrant's Form 10-Q for the quarter ended 6/13/87, SEC File Reference No. 1- 7348). 4.2 By-Laws (Incorporated by reference to the Registrant's Form 10-Q for the quarter ended 6/13/87, SEC File Reference No.1-7348). 4.3 Specimen Common Stock Certificate included in Exhibit 4.1 and 4.2. 4.4 Specimen Preferred Stock Certificate included in Exhibit 4.1 and 4.2. 4.5 Rights Agreement dated as of February 17, 1998 ("Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998). 4.6 Form of Certificate of Designation with respect to Series B Preferred Stock (incorporated by reference to the Registrant's Form 8-A Amendment filed on September 30, 1998). 4.7 Form of Rights Certificate (incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998). 4.8 Dynamics Research Corporation 2000 Incentive Plan (incorporated by reference to the Registrant's proxy statement filed on Form DEFS 14A on December 6, 1999). 4.9 Form of James P. Reagan Non-Qualified Stock Option Agreement 5 Opinion of Ropes & Gray. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Ropes & Gray is contained in Exhibit 5. 24 Power of attorney is included on the signature page of this Registration Statement. EX-4.9 2 0002.txt REGAN OPTION AGREEMENT Exhibit 4.9 DYNAMICS RESEARCH CORPORATION Non Qualified Stock Option --------------------------- Non Qualified Stock Option granted by Dynamics Research Corporation, a Massachusetts corporation (the "Company"), to James P. Regan, an employee of the Company (the "Employee"). 1. Grant of Option. This certificate evidences the grant by the Company on --------------- November 1, 1999 to the Employee of an option to purchase, in whole or in part, on the terms provided in this certificate, a total of 250,000 shares of common stock of the Company at $4.44 per share, which is not less than the fair market value of the shares on the date of grant of this option (the "Option"). It is not intended that the option evidenced by this certificate shall be an incentive stock option as defined in section 422 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). The latest time on which this option may be exercised is 5:00 p.m. on November 1, 2009. This option is exercisable in the following installments at or prior to that time: 50,000 shares on and after November 1, 1999; ------ ----------------- 50,000 shares on and after November 1, 2000; ------ ----------------- 50,000 shares on and after November 1, 2001; ------ ----------------- 50,000 shares on and after November 1, 2002; and ------ ----------------- 50,000 shares on and after November 1, 2003. ------ ----------------- 2. Exercise of Option. Each election to exercise this Option shall be in ------------------ writing, signed by the Employee or Employee's executor or administrator or the person or persons to whom this option is transferred by will or the applicable laws of descent and distribution (the "Legal Representative"), and received by the Company at its principal office, accompanied by this certificate, and payment in full as provided in the Plan. Payment shall be made in cash or by check (acceptable to the Company in accordance with guidelines established for this purpose), bank draft or money order payable to the order of the Company, through the delivery of shares of the Company's common stock which have been outstanding for at least six months (unless the Committee expressly approves a shorter period) and which have a fair market value on the last business day preceding the date of exercise equal to the exercise price or by any combination of the permissible forms of payment. In the event that this Option is exercised by the Employee's Legal Representative, the Company shall be under no obligation to deliver shares unless and until the Company is satisfied as to the authority of the person or persons exercising this Option. 3. Notice of Disposition. The person exercising this Option shall notify the --------------------- Company when making any disposition of the shares acquired upon exercise of this option, whether by sale, gift or otherwise. 4. Agreement to Provide Security. If at the time this Option is exercised the ----------------------------- Board of Directors determines that under applicable law and regulations the Company could be liable for the withholding of any federal or state tax with respect to a disposition of any shares acquired upon exercise of this Option, this Option may not be exercised unless the person exercising this Option gives such security as the Board of Directors deems adequate to meet the potential liability of the Company for the withholding of tax and agrees to augment such security from time to time in any amount reasonably determined by the Board of Directors to be necessary to preserve the adequacy of such security. 5. Nontransferability of Option. This Option is not transferable by the ---------------------------- Employee otherwise than by will or the laws of descent and distribution, and is exercisable during the Employee's lifetime only by the Employee. 6. Terms and Conditions of the Option. This option is not issued pursuant to ---------------------------------- the Company's 2000 Incentive Plan (the "Plan"). Notwithstanding the foregoing, this Option shall be subject to identical terms and conditions as those contained in the Plan that are applicable to Non Qualified Stock Options, except as provided otherwise in the Employment Agreement dated August 23, 1999 with James Regan or the Change of Control Agreement dated August 23, 1999 with James Regan. A copy of the Plan is furnished to the Employee with this Option for the purpose of disclosing such applicable terms and conditions. IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. Dynamics Research Corporation By: /s/ John S. Anderegg, Jr. ----------------------------- John S. Anderegg, Jr., Chairman of the Board Date: September 27, 2000 --------------------- Accepted: /s/ James P. Regan - ------------------ James P. Regan Date: September 27, 2000 ------------------- EX-5 3 0003.txt OPINION OF ROPES & GRAY Exhibit 5 --------- October 12, 2000 Dynamics Research 60 Frontage Road Andover, Massachusetts 01810 Re: Dynamics Research ----------------- Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 1,750,000 shares of Common Stock, $0.10 par value (the "Shares"), of Dynamics Research Corporation, a Massachusetts corporation (the "Company"). We have acted as counsel for the Company and are familiar with the actions taken by the Company in connection with the Company's 2000 Incentive Plan (the "Plan") and the James P. Regan Stock Option Agreement (the "Agreement"). For purposes of this opinion, we have examined the Plan, the Agreement and such other documents, records, certificates, and other instruments as we have deemed necessary. We have assumed that the exercise price will be not less than the par value and that at the time of exercise there will be adequate authorized but unissued Common Stock. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, as and when the Shares are issued and sold and consideration is received therefor by the Company in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and non-assessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Very truly yours, /s/ Ropes & Gray Ropes & Gray EX-23.1 4 0004.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 ------------ Consent of Independent Auditors ------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 2000 included in Dynamics Research Corporation's Annual Report on Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts October 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----