-----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, WJ1tSYP69A2a79lW/dXZ3bZGzz0uhtp/WLWlOGQ3rno+4gcD1SDSlhFTe+RHYYRc 0ZcLI/WjdjBBe1rQvaKuUw== 0000927016-01-500410.txt : 20010430 0000927016-01-500410.hdr.sgml : 20010430 ACCESSION NUMBER: 0000927016-01-500410 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010427 EFFECTIVENESS DATE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMICS RESEARCH CORP CENTRAL INDEX KEY: 0000030822 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042211809 STATE OF INCORPORATION: MA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59706 FILM NUMBER: 1613706 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 ds8.txt FORM S-8 Registration No. 333-_____ 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 issuer as specified in its charter) MASSACHUSETTS 04-2211809 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 60 Frontage Road Andover, Massachusetts 01810 ----------------------------- (Address of principal executive offices including zip code) 2000 EMPLOYEE STOCK PURCHASE PLAN --------------------------------- (Full title of the Plan) Richard A. Covel Vice President and General Counsel 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 02110-2624 Telephone: (617) 951-7000 - -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price Per Offering Registration Registered Registered(2) Share(1) Price(1) Fee - -------------------------------------------------------------------------------- Common Stock, 800,000 $9.105 $7,284,000 $1,821 $.10 par value. ----- --------- ----- __________ (1) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of Dynamics Research Corporation's Common Stock Par value $.10 per share, as reported on the National Association of Securities Dealers Automated Quotation System on April 20, 2001. (2) The number of shares may be adjusted to prevent dilution from stock splits, stock dividends and similar transactions. This Registration Statement shall cover any such additional shares in accordance with Rule 416(a). Exhibit Index can be found on page II-5. This is page 1 of 6 pages. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Registration Statement incorporates by reference the following documents that Dynamics Research Corporation has previously filed with the Securities and Exchange Commission: (a) The Annual Report on Form 10-K for the fiscal year ended December 31, 2000; and (b) The Registration Statement on Form 10, as amended by the Registration Statement on Form 8-A, as amended. All documents subsequently filed by Dynamics Research Corporation under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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, are also deemed to be incorporated by reference in this Registration Statement and will automatically update information in this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Required. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Dynamics Research Corporation 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 an indemnification agreement with its directors. Each indemnification agreement entitles the director to be indemnified by the Registrant 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 Registrant or (ii) serving or having served at Registrant'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 Registrant 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 Registrant. 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 Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS. 4(a) Restated Articles of Organization (Incorporated by reference to the Registrant's Form 10-Q for the quarter ended June 13, 1987, SEC File Reference No. 1-7348). 4(b) By-Laws (Incorporated by reference to the Registrant's Form 10-Q for the quarter ended June 13, 1987, SEC File Reference No.1-7348). 4(c) Specimen Common Stock Certificate attached herewith. 4(d) Rights Agreement dated as of February 17, 1998 ("Rights Agreement") between the Registrant 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(e) Form of Rights Certificate (incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998). 4(f) Dynamics Research Corporation 2000 Employee Stock Purchase Plan. 5 Opinion of Ropes & Gray. 23(a) Consent of Ropes & Gray (contained in Exhibit 5). 23(b) Consent of Arthur Andersen LLP. 24 Power of Attorney is included 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, 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; (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 (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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. II-2 (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. (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 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to 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, submit 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. II-3 POWER OF ATTORNEY AND SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that its 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 Andover, Commonwealth of Massachusetts, on this 24th day of April, 2001. Dynamics Research Corporation /s/ James P. Regan ------------------ James P. Regan Chief Executive Officer 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.
Signature Title Date /s/ James P. Regan President, Chief Executive Officer and April 24, 2001 - ---------------------------------- Director (Principal Executive Officer) JAMES P. REGAN /s/ David Keleher Chief Financial Officer, Vice President April 24, 2001 - ---------------------------------- of Finance (Principal Financial and DAVID KELEHER Accounting Officer) /s/ John S. Anderegg, Jr. Director April 24, 2001 - ---------------------------------- JOHN S. ANDEREGG, JR. /s/ Francis J. Aguilar Director April 24, 2001 - ---------------------------------- FRANCIS J. AGUILAR /s/ James P. Mullins Director April 24, 2001 - ---------------------------------- JAMES P. MULLINS /s/ Martin V. Joyce Director April 24, 2001 - --------------------------------- MARTIN V. JOYCE /s/ Kenneth F. Kames Director April 24, 2001 - --------------------------------- KENNETH F. KAMES
II-4 EXHIBIT INDEX
Number Title of Exhibit Page - --------- --------------------------------------------- ----------------------- 4(a) Form of 2000 Employee Stock Purchase Plan Filed herewith 4(c) Specimen Common Stock Certificate Filed herewith 5 Opinion of Ropes & Gray 23(a) Consent of Ropes & Gray Contained in Exhibit 5 23(b) Consent of Arthur Andersen LLP 24 Power of Attorney Included as part of the Signatures to this Registration Statement
II-5 EX-4.A 2 dex4a.txt FORM OF 2000 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4(a) DYNAMICS RESEARCH CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ------------ (a) "Board" shall mean the Board of Directors of Dynamics Research ------- Corporation. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. ------ (c) "Common Stock" shall mean the Common Stock of Dynamics Research -------------- Corporation. (d) "Company" shall mean Dynamics Research Corporation, a --------- Massachusetts corporation, and any Designated Subsidiary of the Company. (e) "Compensation" shall mean all base straight time gross earnings, -------------- commissions, overtime, and shift premium exclusive of payments for incentive compensation, incentive payments, bonuses and other compensation. (f) "Designated Subsidiary" shall mean any Subsidiary which has been ----------------------- designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. (g) "Employee" shall mean any individual who is an Employee of the ---------- Company for tax purposes whose customary employment with the Company is at least twenty (20) hours per week. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. (h) "Enrollment Date" shall mean the first day of each Offering ----------------- Period. (i) "Exercise Date" shall mean the last day of each Offering Period. --------------- (j) "Fair Market Value" shall mean, as of any date, the value of ------------------- Common Stock determined as follows: (1) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the date of such determination (or, if such day was not a Trading Day, for the next preceding date that was a Trading Day) as reported in The Wall Street Journal or such other source as the Board deems reliable, or; (2) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination (or, if such day was not a Trading Day, for the next preceding date that was a Trading Day) as reported in The Wall Street Journal or such other source as the Board deems reliable, or; (3) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (k) "Offering Period" shall mean, except as otherwise provided ----------------- pursuant to Section 4, four (4) periods of approximately three (3) months each, during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day and terminating on the last Trading Day in the period, as follows: the period beginning May 1 and ending July 31 of the same year, the period beginning August 1 and ending October 31 of the same year, the period beginning November 1 and ending January 31 of the following year, or the period beginning February 1 and ending April 30 of the following year. The duration of Offering Periods may be changed pursuant to Section 4 of this Plan. (l) "Plan" shall mean this Employee Stock Purchase Plan. ------ (m) "Purchase Price" shall mean an amount equal to 85% of the Fair ---------------- Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 19. (n) "Reserves" shall mean the number of shares of Common Stock ---------- covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. (o) "Subsidiary" shall mean a corporation, domestic or foreign, of ------------ which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. (p) "Trading Day" shall mean a day on which national stock exchanges ------------- and the Nasdaq System are open for trading. 2 3. Eligibility. ------------ (a) An Employee is eligible to participate for any Offering Period if employed by the Company on the date, specified by the payroll office (not more than thirty (30) days prior to the Enrollment Date for such Offering Period) as the deadline for completing the subscription agreement referred to in Section 5(a) below with respect to such Offering Period. (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee would own (or pursuant to Section 424(d) of the Code would be deemed to own) capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time. 4. Offering Periods. The Plan shall be implemented by consecutive ----------------- Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1, August 1, November 1 and February 1 each year and ending on the last Trading Day on or before July 31, October 31, January 31 and April 30. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 5. Participation. -------------- (a) An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions and filing it with the Company's payroll office prior to the applicable Enrollment Date. All Employees participating in the Plan for an Offering Period shall have the same rights and privileges except as otherwise permitted under Section 423(b)(5) of the Code. (b) Payroll deductions for a participant shall commence on the first payroll period following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. 6. Payroll Deductions. ------------------- (a) At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period. 3 (b) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages. A participant may not make any additional payments into such account. (c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof. Also, a participant may at any time during an Offering Period (but only once during any Offering Period) reduce by one or more whole percentage points his or her specified payroll deduction percentage as to future withholdings during the period. A participant who reduces his or her specified payroll deduction percentage in an Offering Period pursuant to the immediately preceding sentence but who does not withdraw from the Plan shall continue to be a participant for the Offering Period. The subscription agreement of a participant described in this subsection shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participants payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such participants subscription agreement at the beginning of the next Offering Period, unless participation is terminated as provided in Section 10 hereof. (e) At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participants compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 7. Grant of Option. On the Enrollment Date of each Offering Period, each ---------------- eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participants account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Offering Period more than 250 shares (subject to any adjustment pursuant to Section 18), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13 hereof. Any options granted prior to shareholder approval will be conditioned on shareholder approval. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The Option, except to the extent exercised, shall expire on the last day of the Offering Period. 4 8. Exercise of Option. Unless a participant withdraws from the Plan as ------------------- provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full and fractional shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her. 9. Delivery. As promptly as practicable after each Exercise Date on --------- which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of the shares purchased upon exercise of his or her option. 10. Withdrawal. ----------- (a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan prior to exercise by giving written notice to the Company. All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participants option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement (b) A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 11. Termination of Employment. Upon a participant's ceasing to be an -------------------------- Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participant's option shall be automatically terminated. 12. Interest. No interest shall accrue on the payroll deductions of a --------- participant in the Plan. 5 13. Stock. ------ (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be eight hundred thousand (800,000) shares. If, on a given Exercise Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. (b) The participant shall have no interest or voting right in shares covered by his option until such option has been exercised. (c) Shares purchased by a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse as determined by the participant. 14. Administration. The Plan shall be administered by the Board or a --------------- committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties. 15. Designation of Beneficiary. --------------------------- (a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. (b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participants death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 6 16. Transferability. Neither payroll deductions credited to a ---------------- participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. 17. Use of Funds. All payroll deductions received or held by the Company ------------- under the Plan may be used by the Company for any corporate purpose until they are invested as provided herein, and the Company shall not be obligated to segregate such payroll deductions. 18. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, --------------------------------------------------------------------- Merger or Sale. - --------------- (a) Changes in Capitalization. Subject to any required action by the -------------------------- stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase per Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be appropriately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. (b) Dissolution or Liquidation. In the event of the proposed --------------------------- dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 7 (c) Merger or Asset Sale. In the event of a proposed sale of all or --------------------- substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor- corporation refuses to assume or substitute for the option, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"). The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participants option has been changed to the New Exercise Date and that the participants option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 19. Amendment or Termination. ------------------------- (a) The Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 18 and Section 19 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required. (b) Without limiting the generality of subsection (a) above, the Board or its committee shall be entitled, without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected", to: change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. Notwithstanding the foregoing, no Offering Period shall be longer than twenty-seven (27) months. 20. Notices. All notices or other communications by a participant to the -------- Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 21. Conditions Upon Issuance of Shares. Shares shall not be issued with ----------------------------------- respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 8 As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 22. Term of Plan. The Plan shall become effective upon the earlier to ------------- occur of its adoption by the Board of Directors or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 19 hereof. 9 EX-4.C 3 dex4c.txt SPECIMEN STOCK CERTIFICATE Exhibit 4(c) [SPECIMEN COMMON STOCK CERTIFICATE] DYNAMICS RESEARCH CORPORATION INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS CUSIP 268057 10 6 NUMBER SHARES DB-5000 - - - - - - - - THIS IS TO CERTIFY THAT _______________________________________ is the owner of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ FULLY PAID AND NON-ASSESSABLE SHARES, OF THE $.10 PAR VALUE COMMON STOCK OF DYNAMICS RESEARCH CORPORATION (herein called the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Articles of Organization and the By-Laws of the Corporation, as amended from time to time (copies of which are on file with the Transfer Agent), to all of which the holder, by acceptance hereof, assents. This Certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ President and Chief Executive Officer [CORPORATE SEAL] [Other Side] The following abbreviations, when used in the inscription of the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ________________ Custodian _________________ (Cust) (Minor) under Uniform Gifts to Minors Act _______________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____________________ hereby sell, assign and transfer unto Please Insert Social Security or Other Identifying Number of Assignee - -------------------------------------- - -------------------------------------- - -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address, including Zip Code as Assignee) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------- Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ----------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated --------------------------------- X --------------------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever. EX-5 4 dex5.txt OPINION OF ROPES & GRAY EXHIBIT 5 April 26, 2001 Dynamics Research Corporation 60 Frontage Road Andover, Massachusetts 01810 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 800,000 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 Employee Stock Purchase Plan (the "Plan"). For purposes of this opinion, we have examined the Plan 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.B 5 dex23b.txt CONSENT OF ARTHUR ANDERSEN EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 5, 2001 included in Dynamics Research Corporation's Annual Report on Form 10-K for the year ended December 31, 2000, and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP ----------------------- ARTHUR ANDERSEN LLP April 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----