-----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, WiduLom7Vh6ejjnfvlo7mS9sgGoy9QGJh1Hou+LSYw2RrwNszDNh+qvX6lI9V7oG KE9Z3dLJCkb3uw/2ygJH4g== 0000806388-99-000040.txt : 19990923 0000806388-99-000040.hdr.sgml : 19990923 ACCESSION NUMBER: 0000806388-99-000040 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990922 EFFECTIVENESS DATE: 19990922 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: SEC FILE NUMBER: 333-87577 FILM NUMBER: 99715280 BUSINESS ADDRESS: STREET 1: 4090 SOUTH MEMORIAL PARKWAY STREET 2: P.O. 400002 CITY: HUNTSVILLE STATE: AL ZIP: 35802-1326 BUSINESS PHONE: 2568831140 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) 4090 Memorial Parkway, South, Huntsville, Alabama 35815-1502 - ------------------------------------------------------------------------------- (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 4090 Memorial Parkway, South Huntsville, Alabama 35815-1502 - ------------------------------------------------------------------------------- (Name and Address of Agent for Service) (256)883-1140 - ------------------------------------------------------------------------------- (Telephone Number, including area code, of agent for service) - ------------------------------------------------------------------------------- The Registrant requests that the Registration Statement become effective immediately upon filing pursuant to Securities Act Rule 462.
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Title of Proposed Maximum Proposed Maximum Securities to Amount to be Offering Price Per Aggregate Offering Amount of be Registered Registered Share (1) Price(1) Registration Fee - ----------------- ---------------- ------------------- ------------------ ---------------- Common 1,000,000 $25.00 $25,000,000 $6,950 Stock $.01 par shares 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 $25.00 per share, the average of the high and low price of a share of common stock on September 15, 1999, as reported on the Nasdaq National Market. - 2 - STATEMENT OF INCORPORATION BY REFERENCE The contents of the Registration Statements on Form S-8 (File Nos. 33-26909 and 333-07164) filed with the Securities and Exchange Commission on February 7, 1989 and June 13, 1997, respectively, relating to the Company's 1988 Employees' Stock Purchase Plan are hereby incorporated by reference into this Registration Statement on Form S-8. The purpose of this Registration Statement is to register 1,000,000 additional shares of the Company's common stock resulting from an increase in the number of shares authorized to be issued under the Plan approved by the shareholders of the Company on January 14, 1999. - 3 - 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 20th day of September, 1999. NICHOLS RESEARCH CORPORATION Chris H. Horgen By:__________________________________ Chris H. Horgen Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registra- tion 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 and September 20, 1999 Chris H. Horgen Chairman of the Board Charles A. Leader _________________________ President, Chief Operating Officer September 20, 1999 Charles A. Leader and Director Roy J. Nichols _________________________ Senior Vice President and Director September 20, 1999 Roy J. Nichols Patsy L. Hattox _________________________ Chief Administrative Officer, September 20, 1999 Patsy L. Hattox Corporate Vice President, Secretary and Director Roger P. Heinish _________________________ Director September 20, 1999 Roger P. Heinish - 4 - John R. Wynn _________________________ Director September 20, 1999 John R. Wynn Michael J. Mruz _________________________ Director September 20, 1999 Michael J. Mruz _________________________ Director William E. Odom James R. Thompson, Jr. _________________________ Director September 20, 1999 James R. Thompson, Jr. _________________________ Director Phil E. DePoy Thomas L. Patterson _________________________ Chairman of the Board of Nichols September 20, 1999 Thomas L. Patterson TXEN Corporation and Director Daniel W. McGlaughlin _________________________ Director September 20, 1999 Daniel W. McGlaughlin David Friend _________________________ Director September 20, 1999 David Friend Allen E. Dillard _________________________ Corporate Vice President, Chief September 20, 1999 Allen E. Dillard Financial Officer and Corporate Treasurer (Principal Financial and Accounting Officer)
- 5 - EXHIBIT INDEX Exhibit No. Description 5 Opinion and Consent of Lanier Ford Shaver & Payne, P.C. 23.1 Consent of Lanier Ford Shaver & Payne, P.C. (included in Exhibit 5) 23.2 Consent of Ernst & Young, LLP 99 Amendments Seven, Eight and Nine to the Nichols Research Corporation 1988 Employees' Stock Purchase Plan - 6 - EX-5 2 OPINION OF LEGAL COUNSEL RE: LEGALITY LANIER FORD SHAVER & PAYNE, P.C. P.O. BOX 2087 HUNTSVILLE, ALABAMA 35804 September 22, 1999 Nichols Research Corporation 4090 Memorial Parkway, South Huntsville, Alabama 35815-1502 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 amendments to the Plan were duly and validly authorized and adopted, and the additional 1,000,000 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 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 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-___________) pertaining to Nichols Research Corporation 1988 Employees' Stock Purchase Plan of our report dated October 7, 1998, except for the restatement related to acquired in-process technology referred to in Note 11, as to which the date is January 7, 1999, with respect to the consolidated financial statements of Nichols Research Corporation included in its Annual Report (Form 10-K) for the year ended August 31, 1998, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Birmingham, Alabama September 20, 1999 EX-99 4 AMENDMENT NUMBER SEVEN 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: Effective September 1, 1998, the definition of "Employee" in Article II of the Plan is hereby deleted in its entirety and the following new definition of "Employee" is substituted in its place: "Employee" means all employees (full-time and part-time) of the Company. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. Done this the 10th day of April, 1998. NICHOLS RESEARCH CORPORATION Michael J. Mruz By:____________________________________ Its Chief Executive Officer AMENDMENT NUMBER EIGHT 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. Effective upon approval by the shareholders of the Company, the first sentence of Section 4.6 of the Plan is amended to increase by 1,000,000 shares the aggregate number of shares which may be issued pursuant to option exercises under the Plan, to 1,769,999 shares of Common Stock. Except as amended above, the Plan shall remain in full force and effect according to its terms and provisions. Done this the 20th day of August, 1998. NICHOLS RESEARCH CORPORATION Michael J. Mruz By:____________________________________ Its Chief Executive Officer AMENDMENT NUMBER NINE 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 shareholder approval, effective March 1, 1999, the first sentence of Section 4.2 is hereby deleted in its entirety and the following new sentence is substituted in its place: For any Option Period, the exercise price of each Option shall be the lesser of: (a) 85% of the fair market value of the Stock on the first day of the Option Period, or (b) 85% of the fair market value of the Stock 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 5th day of November, 1998. NICHOLS RESEARCH CORPORATION Michael J. Mruz By:____________________________________ Its Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----