-----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, C1DMq//i04eYU1RrBm4Ukw9BGgYitIWRbEA7SmaHvIoYa/toZau1aTrrAJwp+Tri FywW4lWb8MiFxZwbhhq6/A== 0000950133-00-001374.txt : 20000403 0000950133-00-001374.hdr.sgml : 20000403 ACCESSION NUMBER: 0000950133-00-001374 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000331 EFFECTIVENESS DATE: 20000331 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: SEC FILE NUMBER: 333-33700 FILM NUMBER: 590683 BUSINESS ADDRESS: STREET 1: 4050 LEGATO RD CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: 7032678000 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on March 31, 2000 Registration Number 333-___ ========================================================================== 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 1999 CONTRACTOR STOCK OPTION PLAN (Full Title of the Plan) --------------------------- Paul A. Brands Chairman and Chief Executive Officer American Management Systems, Incorporated 4000 Legato Road Fairfax, Virginia 22033 (Name and Address of Agent for Service) (703) 267-8000 (Telephone Number, Including Area Code, of Agent for Service) Copies to: Denise Brown, Esq. Shaw Pittman 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 Amount of to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee - ---------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share 20,000 shares $42.06 $841,200 $222.08 - ----------------------------------------------------------------------------------------------
1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 Contractor Stock Option Plan, 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 February 29, 2000, as reported by The Nasdaq Stock Market, Inc. 2 INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS This Registration Statement is being filed to register shares of the Registrant's Common Stock to be issued under its 1999 Contractor Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 Ninth of the Registrant's Second Restated Certificate of Incorporation provides that a director shall not be liable to the Registrant or its stockholders for monetary damages for breach 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 indemnify its directors, officers, employees and agents to the fullest extent permitted by applicable law. The Registrant carries insurance that purports to insure its officers and directors against certain liabilities incurred by them in the discharge of their official functions. The Registrant has entered into indemnification agreements with each of its directors. The indemnification agreements require, among other things, that the Registrant indemnify such directors to the fullest extent permitted by law and advance to the directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. -2- 3 ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement pursuant to Item 601 of Regulation S-K: 4.1 Second Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's 1995 Annual Report on Form 10-K). 4.2 Certificate of Amendment of Second Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.3 Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 2 to the Registrant's Form 8-A filed on August 4, 1998). 4.4 By-laws of the Registrant, as amended and restated February 27, 1998 (incorporated by reference to Exhibit 3.2 to the Registrant's 1997 Annual Report on Form 10-K). 4.5 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997). 4.6 Rights Agreement dated as of July 31, 1998, between the Registrant and ChaseMellon Shareholder Services L.L.C. as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-A filed on August 4, 1998, including Form of Rights Certificate). 5 Opinion of Shaw Pittman (including consent) with respect to legality of the Common Stock registered hereunder (filed herewith). 23.1 Consent of Deloitte & Touche LLP (filed herewith). 23.2 Consent of PricewaterhouseCoopers 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; -3- 4 (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. (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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. -4- 5 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, as of this 29th day of March, 2000. AMERICAN MANAGEMENT SYSTEMS, INCORPORATED a Delaware corporation (Registrant) by: /s/ Paul A. Brands ----------------------------- Paul A. Brands Chairman and Chief Executive Officer 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 Chairman and Chief Executive Officer 03/29/00 - -------------------------------- (Principal Executive Officer) Paul A. Brands /s/ Ronald L. Schillereff Treasurer and Chief Financial - -------------------------------- Officer Ronald L. Schillereff (Principal Financial Officer) 03/29/00 /s/ Nancy M. Yurek Controller - -------------------------------- (Principal Accounting Officer) 03/29/00 Nancy M. Yurek /s/ Daniel J. Altobello Director 03/29/00 - -------------------------------- Daniel J. Altobello /s/ Paul A. Brands Director 03/29/00 - -------------------------------- Paul A. Brands /s/ James J. Forese Director 03/29/00 - -------------------------------- James J. Forese
-5- 6
Signature Title Date --------- ----- ---- /s/ Patrick W. Gross Director 03/29/00 - -------------------------------- Patrick W. Gross /s/ Dorothy Leonard Director 03/29/00 - -------------------------------- Dorothy Leonard /s/ W. Walker Lewis Director 03/29/00 - -------------------------------- W. Walker Lewis /s/ Frederic V. Malek Director 03/29/00 - -------------------------------- Frederic V. Malek /s/ Frank A. Nicolai Director 03/29/00 - -------------------------------- Frank A. Nicolai /s/ Alan G. Spoon Director 03/29/00 - -------------------------------- Alan G. Spoon
-6- 7 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 4.1* Second Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's 1995 Annual Report on Form 10-K). 4.2* Certificate of Amendment of Second Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.3* Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 2 to the Registrant's Form 8-A filed on August 4, 1998). 4.4* By-laws of the Registrant, as amended and restated February 27, 1998 (incorporated by reference to Exhibit 3.2 to the Registrant's 1997 Annual Report on Form 10-K). 4.5* Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997). 4.6* Rights Agreement dated as of July 31, 1998, between the Registrant and ChaseMellon Shareholder Services L.L.C. as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-A filed on August 4, 1998, including Form of Rights Certificate). 5 Opinion of Shaw Pittman (including consent) with respect to legality. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP.
- ------------------ *Previously filed. -7- EX-5 2 OPINION OF SHAW PITTMAN 1 EXHIBIT 5 March 31, 2000 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 20,000 shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement") relating to the Company's 1999 Contractor Stock Option Plan (the "Plan"). Based upon examination and review of (i) the Second Restated Certificate of Incorporation of the Company, as amended, (ii) the Bylaws of the Company, as amended, (iii) the resolutions of the Board of Directors of the Company dated December 3, 1999, and (iv) the Plan, we are of the opinion that the Shares have 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 Shares 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, applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting each, 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 SHAW PITTMAN -8- EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of American Management Systems, Incorporated on Form S-8 of our reports dated February 16, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of American Management Systems, Incorporated for the year ended Decemebr 31, 1999. DELOITTE & TOUCHE LLP McLean, Virginia March 30, 2000 -9- EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of on Form S-8 of our report dated February 18, 1998, appearing on page 26 of the 1999 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 Decemebr 31, 1999. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 14 of such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Washington, D.C. March 31, 2000 -10- -----END PRIVACY-ENHANCED MESSAGE-----