-----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, AS8b+rH8CZ50EN6Rq3nmEaTgKrb0VnqGELbBtaCeQadh11FbU6sLG0Rl7crh6gNw S3pN+R4J7kKcwmfOL4+jTQ== 0000806388-97-000020.txt : 19970703 0000806388-97-000020.hdr.sgml : 19970703 ACCESSION NUMBER: 0000806388-97-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970613 EFFECTIVENESS DATE: 19970613 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS RESEARCH CORP /AL/ CENTRAL INDEX KEY: 0000806388 STANDARD INDUSTRIAL CLASSIFICATION: 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: 333-07164 FILM NUMBER: 97624060 BUSINESS ADDRESS: STREET 1: 4040 MEMORIAL PKWY SOUTH CITY: HUNTSVILLE STATE: AL ZIP: 35802 BUSINESS PHONE: 2058831140 S-8 POS 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8/POS AMENDMENT NO. 1 TO 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 1988 Employees' Stock Purchase 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 Amendment No. 1 to the Registration Statement become effective immediately upon filing pursuant to Securities Act Rule 464. 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 384,999 $19.125 $7,363,105.88 $2,231.24 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 $19.125 per share, the average of the high and low price of a share of common stock on June 6, 1997, as reported on the Nasdaq National Market System. The contents of the Registration Statement on Form S-8 (File No. 33-26909) filed with the Securities and Exchange Commission on February 7, 1989, are hereby incorporated by reference. The purpose of this Amendment No. 1 to the Registration Statement is to register 384,999 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 Amendment No. 1 to the 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 Amendment No. 1 to the 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 Two through Six to the Nichols Research Corporation 1988 Employees' Stock Purchase Plan EX-1 2 June 6, 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 1988 Employees' Stock Purchase 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 384,999 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 Amendment No. 1 to the Registration Statement (Form S-8/POS) 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 Amendment No. 1 to the 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-2 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. 33-26909) and related Prospectus pertaining to the amendments to the Nichols Research Corporation 1988 Employees' Stock Purchase 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-3 4 AMENDMENT NUMBER TWO TO THE NICHOLS RESEARCH CORPORATION 1988 EMPLOYEES' STOCK PURCHASE PLAN Pursuant to Section 7.1 of the Nichols Research Corporation 1988 Employees' Stock Purchase Plan (the "Plan"), Nichols Research Corporation (the "Employer"), hereby amends the Plan as follows: 1. Effective December 1, 1989, the first sentence of Section 3.1 is hereby deleted in its entirety and the following new sentence is substituted in its place: On March 1, 1989, and each March 1, June 1, September 1, and December 1 thereafter, an Employee may elect to participate in the Plan by authorizing payroll deductions under Section 5.1. 2. Effective December 1, 1989, the third sentence of Section 5.1 is deleted in its entirety and the following new sentence is substituted in its place: Deductions may be authorized beginning March 1, 1989, or any June 1, September 1, December 1, or March 1 thereafter, in any integral percentage, up to ten (10%) percent of an Employee's basic rate of compensation paid by the Employer. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:_________________________ Chris H. Horgen Chief Executive Officer AMENDMENT THREE 1988 EMPLOYEE STOCK PURCHASE PLAN The Nichols Research Corporation 1988 Employee Stock Purchase 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 addition, the Plan is further amended to provide that all persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, who ceases participation in the Plan may not participate again for at least six (6) months. 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 NUMBER FOUR TO THE NICHOLS RESEARCH CORPORATION 1988 EMPLOYEES' STOCK PURCHASE PLAN Pursuant to Section 7.1 of the Nichols Research Corporation 1988 Employees' Stock Purchase Plan (the "Plan"), Nichols Research Corporation (the "Employer"), hereby amends the Plan as follows: 1. Effective March 1, 1992, the last sentence of Section 3.1 of the Plan is hereby deleted in its entirety and the following new sentence is substituted in its place: Once participation is discontinued hereunder, an Employee may not again elect to participate in the Plan until the next succeeding March or, in the case of an Employee subject to the reporting requirements of Section 16(a) of the Securities Act of 1934, until the later of (I) the March 1 immediately following his discontinuance of payroll deductions, or (ii) the March 1 next occurring after the date which is six (6) months after the date such Employee discontinued payroll deductions under the Plan. 2. Effective March 1, 1992, the last sentence of Section 5.1 of the the Plan is hereby deleted in its entirety and the following new sentence is substituted in its place: A payroll deduction authorization hereunder shall remain in effect until changed or discontinued under Section 5.3. 3. Effective March 1, 1992, Section 5.3 of the Plan is hereby deleted in its entirety and the following new Section 5.3 is substituted in its place: 5.3 CHANGE; DISCONTINUANCE. (a) Any Employee who is not subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 may decrease (but not below 1% of his basic rate of compensation paid by the Employer) or increase (within the limits specified in Section 5.1) payroll deductions authorized under Section 5.1 by signing and filing with his Employer a form provided for this purpose. Such change in payroll deductions shall be effective on the March 1, June 1, September 1, or December 1 next occurring after the Employee's change form is received by his Employer. An Employee subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 may not change his payroll deductions in accordance with this Section 5.3 (b) An Employee may discontinue payroll deductions authorized under Section 5.1 at any time, by signing and filing with his Employer, within the time prescribed in rules and regulations adopted under Article VIII, a form provided for this purpose. Once discontinued hereunder, payroll deductions may not be made again until the next succeeding March 1 or, in the case of an Employee subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, until the later of (I) the March 1 immediately following his discontinuance of payroll deductions, or (ii) the March 1 next occurring after the date which is six (6) months after the date such Employee discontinued payroll deductions under the Plan. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. Done this the 8th day of April, 1993. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:______________________________ Its Chief Executive Officer AMENDMENT NUMBER FIVE TO THE NICHOLS RESEARCH CORPORATION 1988 EMPLOYEES' STOCK PURCHASE PLAN Pursuant to Section 7.1 of the Nichols Research Corporation 1988 Employees' Stock Purchase 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 March 1, 1994, the first sentence of Section 4.2 of the Plan is hereby deleted in its entirety and the following new sentence is substituted in its place: Stock shall be purchased under each Option at 85% of its fair market value on the last day of the Option Period. 2. Subject to approval by the shareholders of the Company, effective March 1, 1994, the first sentence of Section 4.5 of the Plan is hereby deleted in its entirety and the following new sentence is substituted in its place: Notwithstanding any other provision of this Plan, no Employee may purchase in an Option Period more than the number of shares equal to 10% of his annual basic rate of compensation divided by 85% of the fair market value of Stock, both determined on the last day of the Option Period. 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 NUMBER SIX TO THE NICHOLS RESEARCH CORPORATION 1988 EMPLOYEES' STOCK PURCHASE PLAN Pursuant to Section 7.1 of the Nichols Research Corporation 1988 Employees' Stock Purchase 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, Section 7.1 of the Plan is hereby deleted in its entirety and the following new Section 7.1 is substituted in its place: 7.1 AMENDMENT. 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 (except as provided in Section 4.7) the number of shares of stock available for purchase under the Plan, or (b) remove the administration of the Plan from the Committee. 2. Subject to approval by the shareholders of the Company, effective November 1, 1996, the first two sentences of ARTICLE VIII of the Plan are hereby deleted in their entirety and the following sentences are substituted in their 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----