S-8

As filed with the Securities and Exchange Commission on October 24, 2003

Registration No. 333 -           

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 (State or other jurisdiction of incorporation or organization)	04-2211809 (I.R.S. Employer Identification No.)
60 Frontage Road Andover, Massachusetts (Address of principal executive offices)	01810-5498 (Zip Code)

2003 Incentive Plan
William Hoover Non-Qualified Stock Option Agreement
(Full title of the plans)

Richard A. Covel, Esq.
Vice President and General Counsel
Dynamics Research Corporation
60 Frontage Road
Andover, Massachusetts
(Name and address of agent for service)
Telephone No.: (978) 475-9090 / Facsimile No.: (978) 474-9204
(Telephone number, including area code, of agent for service)

Copy to:
Richard F. Langan, Jr., Esq.
Nixon Peabody LLP
437 Madison Avenue, New York, New York 10022
Telephone No.: (212) 940-3140/Facsimile No.: (866) 947-2436

CALCULATION OF REGISTRATION FEE
			Proposed maximum		Proposed maximum
Title of each class of	Amount to be		offering price		aggregate offering		Amount of
securities to be registered	registered (1)		per share (2)		price (2)		registration fee
Common Stock, $0.10 par value		500,000	$	16.23	$	8,115,000.00	$	656.50

     (1)    Represents (i) 400,000 shares issuable upon the exercise of options granted under the 2003 Incentive Plan, and (ii) 100,000 shares issuable upon the exercise of options granted pursuant to the William Hoover Non-Qualified Stock Option Agreement. In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this registration statement also covers an indeterminate number of shares as may be issued by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of the Company’s common stock.

     (2)    Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Stock Market’s National Market on October 22, 2003.

TABLE OF CONTENTS

PART I. INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Officers and Directors.
	ITEM 7. Exemption from Registration Claimed.
	ITEM 8. Exhibits
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF RICHARD A. COVEL, ESQ
EX-10.1 W. HOOVER NON-QUALIFIED STOCK OPTION AGMNT
EX-23.1 CONSENT OF KPMG LLP

PART I.

INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be sent or given to employees participating in the Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that have been filed by Dynamics Research Corporation with the Securities and Exchange Commission are incorporated herein by reference:

(1)	Annual report on Form 10-K for the fiscal year ended December 31, 2002;
(2)	Quarterly reports on Form 10-Q for the quarters ended June 30, 2003 and March 31, 2003.
(3)	Current reports on Form 8-K dated:
	•     January 6, 2003
	•     March 5, 2003
	•     May 16, 2003
	•     October 8, 2003
(4)	The description of our common stock contained in our Registration Statement on Form 8-A filed October 30, 1973 and all amendments or reports filed for the purpose of updating such description.

     We are also incorporating by reference in this registration statement all reports and other documents that we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining. These reports and documents will be incorporated by reference in and considered to be a part of this registration statement as of the date of filing of such reports and documents.

     Any statement contained in this registration statement or in a document which is incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this registration statement.

Item 4.  Description of Securities.

             Not applicable.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Officers and Directors.

     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 shall, to the extent legally permissible, indemnify each of its directors, officers and other persons who serve at its request as directors, officers or trustees of another organization, or in any capacity with respect to any employee benefit plan, against all liabilities and expenses incurred by such person in connection with the defense or disposition of any legal claim or action in which such person may be involved by reason of such person’s position as such officer or director, except with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the corporation or such other organization or where a majority of the disinterested directors of the corporation, upon the written opinion of counsel, shall determine that such person did not act in good faith in the reasonable belief that his or her action was in the best interest of the corporation. 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.

ITEM 7.  Exemption from Registration Claimed.

               Not applicable.

ITEM 8.  Exhibits

                 See Exhibit Index.

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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 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 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 that 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an 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.

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 City of Andover, Commonwealth of Massachusetts on October 24, 2003.

DYNAMICS RESEARCH CORPORATION

By: /s/ David Keleher

David Keleher
Vice President and Chief Financial Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Keleher and Richard A. Covel, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ James P. Regan James P. Regan	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 24, 2003
/s/ David Keleher David Keleher	Vice President and Chief Financial Officer (Principal Financial Officer)	October 24, 2003
/s/ Donald B. Levis Donald B. Levis	Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	October 24, 2003

Name	Title	Date
/s/ John S. Anderegg, Jr. John S. Anderegg, Jr.	Director	October 24, 2003
Francis J. Aguilar	Director
Kenneth F. Kames	Director
/s/ Charles P. McCausland Charles P. McCausland	Director	October 24, 2003
/s/ James P. Mullins James P. Mullins	Director	October 24, 2003

EXHIBIT INDEX

Exhibit No.		Description	Location
	4.1	Specimen Common Stock certificate	Incorporated by reference to Exhibit 4(c) of the registrant’s Form S-8 filed April 27, 2001 (File No. 333-59706)
	4.2	Rights Agreement, dated as of February 17, 1998 between Dynamics Research Corporation and American Stock Transfer & Trust Company, as Rights Agent	Incorporated by reference to Exhibit 1 of the registrant’s Form 8-A filed June 25, 1998.
	5.1	Opinion of Richard A. Covel, Esq., General Counsel of the Registrant	Filed herewith
	10.1	William Hoover Non-Qualified Stock Option Agreement	Filed herewith
	23.1	Consent of KPMG LLP	Filed herewith
	23.2	Consent of Richard A. Covel, Esq	Contained in opinion filed as Exhibit 5.1 to this Registration Statement
	24	Power of Attorney	Included on the signature page of this registration statement.

EX-5.1 3 b48204s8exv5w1.htm EX-5.1 OPINION OF RICHARD A. COVEL, ESQ

EXHIBIT 5.1

October 24, 2003

Dynamics Research Corporation
60 Frontage Road
Andover, Massachusetts 01810

Ladies and Gentlemen:

     I am Vice President and General Counsel of, and have acted as counsel to, Dynamics Research Corporation, a Massachusetts corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on or about October 24, 2003 with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), in connection with the registration of up to 500,000 shares (the “Shares”) of common stock of the Company, par value $0.10 per share (the “Common Stock”), consisting of: (i) 400,000 shares issuable upon the exercise of options granted by the Company under its 2003 Incentive Plan (the “Plan”) and (ii) 100,000 shares issuable upon the exercise of options granted under the William Hoover Non-Qualified Stock Option Agreement (the “Hoover Option”). This opinion is being delivered to you in connection with the Registration Statement.

     In connection with the foregoing, I have examined, among other documents, copies of the following: (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, as amended to the date hereof (iii) the By-laws of the Company, as amended to the date hereof, (iv) the Plan and (v) the Hoover Option. I have also examined originals or copies, of such corporate records certificates or other documents, and have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions expressed below.

     In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as certified or conformed copies or facsimiles.

     In addition, I have assumed that, at or prior to the time of issuance and sale of any of the Shares: (i) no stop order shall have been issued in respect of the Registration Statement, (ii) there shall not have occurred, since the date of this opinion, any change in law affecting the validity of the Shares or the ability or the capacity of the Company to issue any of the Shares, and (iii) the Company shall not have effected any material change to its Certificate of Incorporation or By-laws.

     I am admitted to practice law in the Commonwealth of Massachusetts and I do not purport to be expert on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the Commonwealth of Massachusetts.

     Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, and after (a) the Registration Statement has become effective under the Act and assuming that

such effectiveness remains in effect throughout the period during which Shares are issued pursuant to the Plan and the Hoover Option, (b) the Shares to be issued have, if required, been duly qualified or registered, as the case may be, for sale under applicable state securities laws and all applicable securities laws are complied with, (c) all necessary action by the shareholders of the Company and the Board of Directors or a duly designated committee of the Board of Directors of the Company shall have been taken to duly authorize the Plan and the Hoover Option and the issuance of options, other rights and Common Stock to be issued pursuant to the Plan and the Hoover Option (the “Corporate Action”), and (d) the options, other rights and shares of Common Stock to be issued pursuant to the Plan and the Hoover Option have been delivered pursuant to and in accordance with the terms of the Plan and the Hoover Option and related agreements and instruments against payment therefor in accordance with the terms of the relevant Corporate Action, the Plan and the Hoover Option and related agreements and instruments, I am of the opinion that the Shares, when issued and sold in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the Registration or as an exhibit to applications to the securities commissioners of the various states of the United States of America, to the extent so required, in connection with the registration of the shares of Common Stock.

     This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered as of the date hereof, and I disclaim any undertaking to advise you of changes in law or fact which may affect the continued correctness of any of the opinions contained herein as of a later date.

Very truly yours,

/s/ Richard A. Covel        
Richard A. Covel
Vice President and General Counsel

EX-10.1 4 b48204s8exv10w1.htm EX-10.1 W. HOOVER NON-QUALIFIED STOCK OPTION AGMNT

EXHIBIT 10.1

DYNAMICS RESEARCH CORPORATION

Non-Qualified Stock Option

Non-Qualified Stock Option granted by Dynamics Research Corporation, a Massachusetts corporation (the “Company”), to William Hoover, an employee of the Company (the “Employee”).

1.

Grant of Option. This certificate evidences the grant by the Company on April 7, 2003 to the Employee of an option to purchase, in whole or in part, on the terms provided in this certificate, a total of 100,000 shares of common stock of the Company at $12.14 per share, which is 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 April 7, 2013. This option is exercisable in the following installments at or prior to that time:

33,333 shares on and after	April 7, 2004
33,333 shares on and after	April 7, 2005
33,334 shares on and after	April 7, 2006.

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 (defined below). 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 the 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.	Non-Transferability 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. 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/ James P. Regan

Title: Chairman/CEO

Date: 4/18/03

Accepted:

/s/ William C. Hoover/William Hoover
William Hoover

Date: 4/21/2003

EX-23.1 5 b48204s8exv23w1.htm EX-23.1 CONSENT OF KPMG LLP

EXHIBIT 23.1

Independent Auditors’ Consent

The Board of Directors
Dynamics Research Corporation:

We consent to the use of our report dated March 26, 2003, with respect to the consolidated balance sheets of Dynamics Research Corporation and Subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2002, incorporated herein by reference in this Registration Statement on Form S-8.

/s/ KPMG LLP

Boston, Massachusetts
October 24, 2003

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EX-5.1

EX-5.1 OPINION OF RICHARD A. COVEL, ESQ

EX-10.1

EX-10.1 W. HOOVER NON-QUALIFIED STOCK OPTION AGMNT

EX-23.1

EX-23.1 CONSENT OF KPMG LLP