-----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, LUoBJQqUiy57uraT5rizrYfd0L8AsV+uaXGKgazwabfP4wyoe1LVbVOJzI5ElFFi NJRR6MYnA14XhrnpZsuEQw== 0000928385-96-000932.txt : 19960719 0000928385-96-000932.hdr.sgml : 19960719 ACCESSION NUMBER: 0000928385-96-000932 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960718 EFFECTIVENESS DATE: 19960806 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: 333-08371 FILM NUMBER: 96596380 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 (I.R.S. Employer of Incorporation or Organization) Identification No.) 4050 Legato Road, Fairfax, Virginia 22033 (Address of Principal Executive Offices) ___________________________ AMERICAN MANAGEMENT SYSTEMS, INCORPORATED STOCK OPTION PLAN F ( Full Title of the Plan) ___________________________ Philip M. Giuntini President American Management Systems, Incorporated 4000 Legato Road Fairfax, Virginia 22033 (Name and Address of Agent for Service) (703) 267-5405 (Telephone Number, Including Area Code, of Agent for Service) Copies to: Denise R. Cade, Esq. Shaw, Pittman, Potts & Trowbridge 2300 N Street, N.W. Washington, D.C. 20037 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered (1) Per Share (2) Price (2) Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, 3,800,000 shares $26.81 $101,878,000.00 $35,130.34 $.01 par value per share - -----------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under Stock Option Plan F by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated solely for the purpose of computing the registration fee. Pursuant to Rule 457(h), the calculation of the registration fee is based on the average of the high and low sales prices of the Registrant's Common Stock on July 15, 1996, as reported by The Nasdaq Stock Market, Inc. 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 Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1995, as filed with the Securities and Exchange Commission (the "Commission") on April 1, 1996; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as filed with the Commission on May 15, 1996; (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A filed under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant 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 hereby 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. Section 102 of the Delaware General Corporation Law permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director's personal liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, including conduct which could be characterized as negligence or gross negligence. The Delaware General Corporation Law expressly provides, however, that the liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violation of the law, the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner. The Delaware General Corporation Law further provides that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. Article Nine of the Registrant's certificate of incorporation provides that a director shall not be liable to the Registrant or its stockholders for -2- monetary damages forbreach of fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law makes provision for the indemnification of directors, officers, employees and agents against expenses, judgments, fines, settlements and other amounts incurred in connection with any proceeding arising by reason of the fact that such person is or was a director, officer, employee or agent of the corporation. Article VIII of the Registrant's by-laws provides that the Registrant shall have the power to indemnify its directors, officers, employees and agents to the fullest extent permitted by any applicable provisions of the Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. None. ITEM 8. EXHIBITS. Item Number as per Item 601 of Regulation S-K. 5 Opinion of Shaw, Pittman, Potts & Trowbridge (including consent) with respect to legality of the Common Stock registered hereunder (filed herewith). 23 Consent of Price Waterhouse LLP (filed herewith). 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) 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. -3- (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 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. -4- 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 or Fairfax, and the Commonwealth of Virginia, on this 18th day of July, 1996. AMERICAN MANAGEMENT SYSTEMS, INCORPORATED a Delaware corporation (Registrant) By: /s/ Philip M. Giuntini ---------------------- Philip M. Giuntini President 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. Signature Title Date --------- ----- ---- /s/ Paul A. Brands Chief Executive Officer 7/18/96 - --------------------- (Principal Executive Officer) Paul A. Brands /s/ Frank A. Nicolai Secretary and Treasurer 7/18/96 - -------------------- (Principal Financial Officer) Frank A. Nicolai /s/ James E. Marshall Controller - --------------------- (Principal Accounting Officer) 7/18/96 James E. Marshall /s/ Daniel J. Altobello Director 7/18/96 - ----------------------------- Daniel J. Altobello -5- Signature Title Date --------- ----- ---- /s/ Paul A. Brands Director 7/18/96 - ----------------------------- Paul A. Brands /s/ James J. Forese Director 7/18/96 - ----------------------------- James J. Forese /s/ Philip M. Giuntini Director 7/18/96 - ----------------------------- Philip M. Giuntini /s/ Patrick W. Gross Director 7/18/96 - ----------------------------- Patrick W. Gross /s/ Dorothy Leonard-Barton Director 7/18/96 - ----------------------------- Dorothy Leonard-Barton /s/ W. Walker Lewis - ----------------------------- Director 7/18/96 W. Walker Lewis /s/ Frederic V. Malek Director 7/18/96 - ----------------------------- Frederic V. Malek /s/ Frank A. Nicolai Director 7/18/96 - ----------------------------- Frank A. Nicolai /s/ Charles O. Rossotti Director 7/18/96 - ----------------------------- Charles O. Rossotti -6- EXHIBIT INDEX Exhibit Number Description ------ ----------- 5 Opinion of Shaw, Pittman, Potts & Trowbridge (including consent) with respect to legality 23 Consent of Price Waterhouse LLP -7- EX-5 2 EXHIBIT 5 EXHIBIT 5 [Letterhead of Shaw, Pittman, Potts & Trowbridge] July 18, 1996 American Management Systems, Incorporated 4050 Legato Road Fairfax, Virginia 22033 Ladies and Gentlemen: We have acted as counsel to American Management Systems, Incorporated (the "Company"), a Delaware corporation, in connection with the registration of 3,800,000 shares of its Common Stock, $0.01 par value per share (the "Common Stock"), pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), and Stock Option Plan F (the "Plan"). Based upon examination and review of (i) the Second Restated Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, as amended, (iii) the resolutions of the Board of Directors of the Company dated April 3, 1996, and (iv) the Plan, we are of the opinion that the Common Stock has been duly authorized for issuance by the Company, and that upon issuance and delivery in accordance with the Plan referred to in the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable. Our opinions stated in this letter are based on the published compilations of the General Corporation Law of the State of Delaware in effect on the date of this letter. The opinions expressed in this letter are limited to the matters set forth herein, and no other opinions should be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ SHAW, PITTMAN, POTTS & TROWBRIDGE SHAW, PITTMAN, POTTS & TROWBRIDGE EX-23 3 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 14, 1996, which appears on page 19 of the 1995 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, 1995. 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 Washington, D.C. July 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----