-----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, RK/McPmRjd78l2cjCxRrPvwR7V/6fnjXAZGGE7DwOHrMQTNkbLaTkbhPsDaaz622 EsLeJeholObhUA6cnbTAVw== 0000928385-96-000164.txt : 19960311 0000928385-96-000164.hdr.sgml : 19960311 ACCESSION NUMBER: 0000928385-96-000164 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960308 EFFECTIVENESS DATE: 19960327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MANAGEMENT SYSTEMS INC CENTRAL INDEX KEY: 0000310624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 540856778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01557 FILM NUMBER: 96532508 BUSINESS ADDRESS: STREET 1: 4050 LEGATO RD CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: 7032678000 S-8 1 FORM S-8 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- American Management Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 54-0856778 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4050 Legato Road Fairfax, Virginia 22033 (703) 267-5400 (Address of Principal Executive Offices) ---------------- American Management Systems, Incorporated 1993 Employee Stock Purchase Plan (Full title of the plan) ---------------- Philip M. Giuntini President American Management Systems, Incorporated 4050 Legato Road Fairfax, Virginia 22033 (Name and address of agent for service) (703) 267-5400 (Telephone number, including area code, of agent for service) Copies to: Mary Jane Dodson, Esq. Shaw, Pittman, Potts & Trowbridge 2300 N Street, N.W. Washington, D.C. 20037 Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------- Amount to be Proposed maximum Proposed maximum Amount of Title of securities registered aggregate offering aggregate offering registration to be registered (1) price per unit (2) price (2) fee (2) - --------------------------------------------------------------------------------------------------------------- Common Stock $.01 par value per share 600,000 shs. $24.375 $14,625,000 $5,043.11 - ---------------------------------------------------------------------------------------------------------------
(1) All securities offered pursuant to this registration statement are outstanding shares, and no authorized but unissued stock will be utilized. Since the Plan continues no maximum number of shares and no termination date, the number of shares being registered is an estimate of the number of shares to be purchased under the Plan over the next three years. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, the calculation of the registration fee is based on the average of the high and low prices of the registrant's Common Stock in the over-the-counter market on February 29, 1996, as reported by NASDAQ. PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- The following documents, which are on file with the Securities and Exchange Commission, are incorporated herein by reference and made a part hereof: (a) the Registration Statement on Form S-8 as filed by American Management Systems Incorporated, a Delaware corporation (the "Company"), on September 3, 1993 (Registration Statement No. 33-68426); (b) the Annual Report of the Company on Form 10-K for its fiscal year ended December 31, 1994, as filed by the Company on March 30, 1995; (c) The Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1995, June 30, 1995, and September 30, 1995, and the Company's Report on Form 10-C, as filed by the Company on January 9, 1996 to report the three-for-two split of the Company's Common Stock, $0.01 par value per share (the "Common Stock"), effective January 5, 1996, for shareholders of record as of the close of business on December 15, 1995 (the "Stock Split"); and (b) the description of the Company's Common Stock contained in its Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description. The Company's net income per share of Common Stock, after giving retroactive effect to the Stock Split, is $0.60, 0.46 and $0.50 for its fiscal years ended December 31, 1994, 1993 and 1992, respectively. The Company's net income per share of Common Stock, after giving retroactive effect to the Stock Split, is $0.12, $0.16 and $0.18 for the quarters ended March 31, June 30 and September 30, 1995, respectively. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. - ----------------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. - ------------------------------------------------ Not applicable. Item 6. Indemnification of Directors and Officers. - --------------------------------------------------- Included in the Company's Registration Statement on Form S-8 (File No. 33- 68426). Item 7. Exemption from Registration Claimed. - --------------------------------------------- Not applicable. Item 8. Exhibits. - ------------------ Exhibit Number Description of Exhibit ------- ---------------------- 4(a) The Company's Restated Certificate of Incorporation, contained in its August 14, 1990 filing on Form 8, is incorporated herein by reference. 4(b) The By-Laws of the Company, contained in its Annual Report on Form 10-K for the year ended December 31, 1992, are incorporated herein by reference. 23. Consent of Price Waterhouse LLP, Independent Accountants (filed herewith). Item 9. Undertakings. - ---------------------- Included in the Company's Registration Statement on Form S-8 (File No. 33- 68426). - 2 - 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 Fairfax, Commonwealth of Virginia, on February 22, 1996. AMERICAN MANAGEMENT SYSTEMS, INCORPORATED a Delaware corporation (Registrant) /s/ Philip M. Giuntini Philip M. Giuntini --------------------------------------- President Pursuant to the requirements on the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. - 3 -
Signature Title Date --------- ----- ---- /s/ Paul A. Brands - ------------------------- Chief Executive Officer 2/22/96 Paul A. Brands (Principal Executive Officer) /s/ Frank A. Nicolai - ------------------------- Secretary and Treasurer Frank A. Nicolai (Principal Financial Officer) 2/22/96 /s/ James E. Marshall - ------------------------- Controller 2/22/96 James E. Marshall (Principal Accounting Officer) /s/ Daniel J. Altobello - ------------------------- Director 2/22/96 Daniel J. Altobello /s/ Paul A. Brands - ------------------------- Director 2/22/96 Paul A. Brands /s/ James J. Forese - ------------------------- Director 2/22/96 James J. Forese /s/ Philip M. Giuntini - ------------------------- Director 2/22/96 Philip M. Giuntini
- 4 -
SIGNATURE TITLE DATE --------- ----- ---- /s/ Patrick W. Gross - ----------------------------- Director 2/22/96 Patrick W. gross /s/ Dorothy-Leonard-Barton - ----------------------------- Director 2/22/96 Dorothy Leonard-Barton /s/ W. Walker Lewis - ----------------------------- Director 2/22/96 W. Walker Lewis /s/ Frederic V. Malek - ----------------------------- Director 2/22/96 Frederic V. Malek /s/ Frank A. Nicolai - ----------------------------- Director 2/22/96 Frank A. Nicolai /s/ Charles O. Rossitti - ----------------------------- Director 2/22/96 Charles O. Rossotti
- 5 - EXHIBIT INDEX -------------
Exhibit Sequentially Number Description of Exhibit Numbered Page - ------- ---------------------- -------------- 4(a) The Company's Restated Certificate N/A of Incorporation, contained in its August 14, 1990 filing on Form 8, is incorporated herein by reference. 4(b) The By-Laws of the Company, N/A contained in its Annual Report on Form 10-K for the year ended December 31, 1992, are incorporated herein by reference. 23 Consent of Price Waterhouse LLP, 8 Independent Accountants (filed herewith)
- 6 - EX-23 2 EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 1995, which appears on page 19 of the 1994 Financial Report of American Management Systems, Incorporated, which is incorporated by reference in American Management Systems, Incorporated's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 9 of such Annual Report on Form 10-K. /s/ Price Waterhouse LLP ------------------------ Price Waterhouse LLP March 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----