-----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, WgT4oc4lcmMHxTwR2+ZFfec6kGTzCnfQ7CAMUkq3BvjXjL9k/7nnnKZL/j0SgYgN 0C+sgDse+r35QaGRFhmByw== 0000806388-97-000028.txt : 19970624 0000806388-97-000028.hdr.sgml : 19970624 ACCESSION NUMBER: 0000806388-97-000028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970623 EFFECTIVENESS DATE: 19970623 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS RESEARCH CORP /AL/ CENTRAL INDEX KEY: 0000806388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 630713665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29791 FILM NUMBER: 97627964 BUSINESS ADDRESS: STREET 1: 4040 MEMORIAL PKWY SOUTH CITY: HUNTSVILLE STATE: AL ZIP: 35802 BUSINESS PHONE: 2058831140 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nichols Research Corporation - ------------------------------------------------------------------------------ (Exact name of issuer as specified in its charter) Delaware 63-0713665 - ------------------------------------------------------------------------------ (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 4040 Memorial Parkway, South, Huntsville, Alabama 35802-1326 - ------------------------------------------------------------------------------ (Address of principal executive offices, including Zip Code) Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan - ------------------------------------------------------------------------------ (Full Title of the Plan) Chris H. Horgen Nichols Research Corporation 4040 Memorial Parkway, South Huntsville, Alabama 35802-1326 - ------------------------------------------------------------------------------ (Name and Address of Agent for Service) (205)883-1140 - ------------------------------------------------------------------------------ (Telephone Number, including area code, of agent for service) - ------------------------------------------------------------------------------ The Registrant requests that this Registration Statement become effective immediately upon filing pursuant to Securities Act Rule 462. CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Title of Proposed Securities Amount to Maximum Proposed Maximum Amount of to be be Offering Price Aggregate Registration Registered Registered Per Share(1) Offering Price(1) Fee - ----------- ---------- -------------- ----------------- ------------ Common 54,999 $20.50 $1,127,479.50 $341.66 Stock $.01 shares par value (1)This calculation, which is made solely for the purpose of determining the amount of the registration fee, is made pursuant to Rule 457 and is based on a price of $20.50 per share, the average of the high and low price of a share of common stock on June 18, 1997, as reported on the Nasdaq National Market System. The contents of the Registration Statement on Form S-8 (File No. 33-38568) filed with the Securities and Exchange Commission on January 18, 1991, are hereby incorporated by reference. The purpose of this Registration Statement is to register 54,999 additional shares of common stock authorized under the Plan as a result of a 4-for-3 (record date of February 15, 1991) stock split and a 3- for-2 (record date of October 21, 1996) stock split on the common stock since the filing of the Registration Statement. SIGNATURES THE REGISTRANT. 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 Huntsville, State of Alabama, on the 15th day of May, 1997. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:_________________________________ Chris H. Horgen Chief Executive Officer and Chairman of the Board 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 Chris H. Horgen _________________________ Chief Executive Officer May 15, 1997 Chris H. Horgen and Chairman of the Board (Principal Executive Officer) Michael J. Mruz _________________________ President, Chief Operating May 15, 1997 Michael J. Mruz Officer and Director Roy J. Nichols _________________________ Senior Vice President and May 15, 1997 Roy J. Nichols Vice-Chairman of the Board Patsy L. Hattox _________________________ Chief Administrative Officer, May 15, 1997 Patsy L. Hattox Corporate Vice President, Secretary and Director Roger P. Heinish _________________________ Director May 15, 1997 Roger P. Heinish John R. Wynn _________________________ Director May 15, 1997 John R. Wynn William E. Odom _________________________ Director May 15, 1997 William E. Odom James R. Thompson, Jr. _________________________ Director May 15, 1997 James R. Thompson, Jr. Phil E. DePoy _________________________ Director May 15, 1997 Phil E. DePoy Thomas L. Patterson _________________________ Director May 15, 1997 Thomas L. Patterson Allen E. Dillard _________________________ Chief Financial Officer and May 15, 1997 Allen E. Dillard Treasurer (Principal Financial and Accounting Officer) EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION 5 Opinion & Consent of Lanier Ford Shaver & Payne, P.C. 23(a) Consent of Independent Auditors 23(b) Consent of Lanier Ford Shaver & Payne, P.C. (included in Exhibit 5) 99 Amendments One, Two, Three and Four to the Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan EX-5 2 June 18, 1997 Nichols Research Corporation 4040 Memorial Parkway, South Huntsville, AL 35802-1326 Ladies and Gentlemen: As counsel for Nichols Research Corporation (herein called the "Corporation"), we are familiar with the records of the proceedings by which it was organized, the records of the proceedings by which its Certificate of Incorporation has from time to time been amended, the records of the proceedings by which the shares of its common stock have from time to time been issued, the proceedings by which the Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan (herein called the "Plan") and the amendments to the Plan were authorized and adopted by the Board of Directors of the Corporation, and the proceedings by which the Plan and the amendments to the Plan were authorized and approved by the stockholders of the Corporation. We have also reviewed such documents and records as we have deemed necessary to enable us to express an informed opinion with respect to the matters covered hereby. Based upon the foregoing, we are of the opinion that: 1. The Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; and 2. The 4-for-3 (record date February 15, 1991) stock split, the 3-for-2 (record date October 21, 1996) stock split and the amendments to the Plan were duly and validly authorized and adopted, and the additional 54,999 shares of common stock of the par value of one cent ($.01) each of the Corporation that may be issued and sold from time to time upon the exercise of options granted in accordance with the stock splits and the amendments to the Plan will be duly authorized for issuance and will, when issued, sold and paid for in accordance with the Plan and for a price not less than one cent ($.01) per share, be validly issued, fully paid and nonassessable, and no personal liability will attach to the holders thereof under the laws of the State of Delaware in which the Corporation is incorporated and in the State of Alabama in which its principal place of business is located. We hereby consent to the use of our name in the Registration Statement (Form S-8) pertaining to the amendments to the Plan as counsel who has passed upon the legality of the shares of common stock that may be issued and sold under the Plan, as amended, and to the use of this opinion as a part of such Registration Statement as required by Section 7 of the Securities Act of 1933, as amended. Sincerely, LANIER FORD SHAVER & PAYNE P.C. Elizabeth W. Abel By_________________________________ Elizabeth W. Abel EWA/sb EX-23 3 EXHIBIT NO. 23(A) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Amendment No. 1 to the Registration Statement (Form S-8/A, No. 33-38568) and related Prospectus pertaining to the amendments to the Nichols Research Corporation Non- Employee Officer and Director Stock Option Plan of our report dated October 9, 1996, with respect to the financial statements of Nichols Research Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended August 31, 1996, filed with the Securities and Exchange Commission. Ernst & Young LLP Birmingham, Alabama May 28, 1997 EX-99 4 AMENDMENT TO NONEMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN The Nichols Research Corporation Nonemployee Officer and Director Stock Option Plan is hereby amended to provide that notwithstanding anything to the contrary, the Plan shall be administered by a committee of not less than two members and that all committee members shall be disinterested directors as that term is defined under Rule 16(b-3) as adopted by the Securities and Exchange Commission. This Amendment shall be effective May 1, 1991. In all other respects, the Plan as previously amended, shall remain in full force and effect according to its terms and conditions. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:_________________________________ Chris H. Horgen Its Chief Executive Officer AMENDMENT TWO TO THE NICHOLS RESEARCH CORPORATION NON-EMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN Pursuant to Section 8 of the Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan (the "Plan"), Nichols Research Corporation (the "Company"), hereby amends the Plan as follows: 1. Subject to approval by the shareholders of the Company, effective September 1, 1993, the last sentence of Section 2 of the Plan is hereby deleted in its entirety and the following new sentence is substituted in its place: Options may not be granted under the Plan after October 24, 2003; provided, however, that all options outstanding as of that date shall remain or become exercisable pursuant to their terms and terms of the Plan. 2. Subject to approval by the shareholders of the Company, effective September 1, 1993, subparagraph(g) of Section 8 of the Plan is hereby deleted in its entirety and the following new subparagraph is substituted in its place: (g) permit the granting of options under the Plan after October 24, 2003. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. Done this the 25th day of August, 1993. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:__________________________________ Its Chief Executive Officer AMENDMENT THREE TO THE NICHOLS RESEARCH CORPORATION NON-EMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN Pursuant to Section 8 of the Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan (the "Plan"), Nichols Research Corporation (the "Company"), hereby amends the Plan as follows: 1. Subject to approval by the shareholders of the Company, effective November 1, 1996, the first paragraph of Section 3 of the Plan is hereby deleted in its entirety and the following new paragraph is substituted in its place: The Plan shall be administered by a committee (the "Committee") composed of the entire Board of Directors or a committee of the Board of Directors that is composed solely of two or more Non-Employee Directors. For this purpose, the term "Non-Employee Director" shall mean a person who is a member of the Company's Board of Directors who (a) is not currently an officer or employee of the Company or any parent or subsidiary of the Company, (b) does not directly or indirectly receive compensation for serving as a consultant or in any other non-director capacity from the Company or any parent or subsidiary of the Company that exceeds the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934 ("Regulation S-K"), (c) does not possess an interest in any other transaction with the Company or any parent or subsidiary of the Company for which disclosure would be required pursuant to Item 404(a) of Regulation S-K, and (d) is not engaged in a business relationship with the Company or any parent or subsidiary of the Company which would be disclosable under Item 404(b) of Regulation S-K. In the event the Committee is a committee composed of two or more Non-Employee Directors, the Board of Directors may from time to time remove members from, add members to, and fill vacancies, on the Committee. A member of the Committee shall be eligible to participate in the Plan and receive options under the Plan. 2. Subject to approval by the shareholders of the Company, effective November 1, 1996, the fourth sentence of Section 4 of the Plan is hereby deleted in its entirety. 3. Subject to approval by the shareholders of the Company, effective November 1, 1996, Section 8 of the Plan is hereby deleted in its entirety and the following new Section 8 is substituted in its place: 8. AMENDMENT OF THE PLAN. The Board of Directors, insofar as permitted by law, shall have the right from time to time with respect to any shares at the time not subject to options, to suspend or discontinue the Plan or revise or amend it in any respect whatsoever, except that without approval of the shareholders of the Company, no such revision or amendment shall: (a) increase the maximum number of shares which may be subject to the Plan, (b) decrease the price at which options may be granted, or (c) remove the administration of the Plan from the Committee. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. Done this the 14th day of November, 1996. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:__________________________________ Its Chief Executive Officer AMENDMENT FOUR TO THE NICHOLS RESEARCH CORPORATION NON-EMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN Pursuant to Section 8 of the Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan (the "Plan"), Nichols Research Corporation (the "Company"), hereby amends the Plan as follows: 1. Effective September 1, 1997, Section 6(d) of the Plan is hereby deleted in its entirety and the following new Section 6(d) is substituted in its place: (d) MEDIUM OF PAYMENT. The option recipient may pay the option price in cash, by means of unrestricted shares of the Company's Common Stock, or in any combination thereof. Notwithstanding the foregoing, shares of the Company's Common Stock may be used to exercise an option only if the number of shares for which the option is then being exercised is at least five hundred (500) shares. The option recipient must pay for shares received pursuant to an option exercise on or before the date of such exercise. Payment in currency or by check, bank draft, cashier's check, or postal money order shall be considered payment in cash. In the event of payment in the Company's Common Stock, the shares used in payment of the option price shall be taken at the Fair Market Value of such shares on the date they are tendered to the Company. The shares purchased upon exercise of an option with shares of the Company's Common Stock owned by the option recipient may not be sold, exchanged, pledged or otherwise transferred during the one (1) year period following such purchase and shall bear the following restrictive legend: The shares represented by this certificate were acquired with shares of Nichols Research Corporation common stock and, therefore, pursuant to the terms of Section 6(d) of the Nichols Research Corporation Non-Employee Officer and Director Stock Option Plan, may not be sold, exchanged, pledged or otherwise transferred during the one (1) year period commencing on the date shown on the face of this certificate. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. Done this the 15th day of May, 1997. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:__________________________________ Its Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----