-----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, IPLCJE+jWNqB6WHrJSRQ+drzXHIYKIrsqoNIXUmIiD/3nV25yCF4onXllJtvFFFW pKRQ0kYmQzqE+tDjolbYig== 0000947871-98-000247.txt : 19990910 0000947871-98-000247.hdr.sgml : 19990910 ACCESSION NUMBER: 0000947871-98-000247 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNETIC INC CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: 3089 IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4 POS SEC ACT: SEC FILE NUMBER: 333-50801 FILM NUMBER: 98670376 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL MANAGER CORP /NEW/ DATE OF NAME CHANGE: 19990723 FORMER COMPANY: FORMER CONFORMED NAME: SYNETIC INC DATE OF NAME CHANGE: 19920703 S-4/A 1 AMENDMENT NO. 4 TO FORM S-4 Registration No. 333-50801 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 Registration Statement Under The Securities Act of 1933 SYNETIC, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3089 22-2975182 (State or Other (Primary Standard (I.R.S. Employer Jurisdiction of Incorporation Classification Identification No.) or Organization) Code Number) Synetic, Inc. 669 River Drive, River Drive Center 2 Elmwood Park, New Jersey 07407 (Address and telephone number of Registrant's principal executive offices) Charles A. Mele, Esq. Synetic, Inc. Vice President -- General Counsel 669 River Drive, River Drive Center 2 Elmwood Park, New Jersey 07407 (201) 703-3400 (Name, address and telephone number of Agent for Service) Copy to: Creighton O'M. Condon, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 Approximate date of commencement of proposed sale to the public: As promptly as practicable after this Registration Statement becomes effective and upon the effective time of the proposed Merger described herein. If the securities being registered on this form are being offered in connection with the formation of a holding Company and there is compliance with General Instruction G, check the following box. |_| CALCULATION OF REGISTRATION FEE
- - --------------------------------------------------------------------------------------------------------------------------------- Title of Each Class Proposed Maximum Proposed Maximum of Securities to Be Amount to Be Offering Price Aggregate Amount of Registered Registered (1) Per Share Offering Price Registration Fee (2) - - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value.................... 1,109,469 Not applicable Not applicable Not applicable - - ---------------------------------------------------------------------------------------------------------------------------------
(1) Based upon the maximum number of shares of Common Stock that the Registrant may be required to issue in the Merger, calculated as the product of (i) 870,172 the aggregate number of shares of Common Stock, per share, of Point Plastics outstanding on June 10, 1998 or issuable pursuant to outstanding stock options that will be converted into shares of the Registrant's Common Stock and (ii) an exchange ratio of 1.275 shares of the Registrant's Common Stock for each share of Point Plastics Common Stock which is the maximum exchange ratio under the Merger Agreement. (2) Pursuant to Rule 457(b), the registration fee has been reduced by the $3,157.55 paid on April 23, 1998, upon the filing of the Registration Statement on Form S-4 and the $1,499.84 paid on June 16, 1998, upon the filing of Amendment No. 1 to the Form S-4. Accordingly, there is no registration fee payable upon the filing of this Amendment No. 4. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following is a list of Exhibits included as part of this Registration Statement. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request. **2.1 Agreement and Plan of Merger dated as of March 6, 1998 among Synetic Inc., Point Plastics Inc., Plastics Acquisition Corp., the trustees of the Point Plastics, Inc. Employee Stock Ownership Plan and Trust and certain individual holders of capital stock of Point Plastics (included as Annex IA to the Proxy Statement/Prospectus). **2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of May 22, 1998 among Synetic Inc., Point Plastics Inc., Plastics Acquisition Corp., the trustees of the Point Plastics, Inc. Employee Stock Ownership Plan and Trust and certain individual holders of capital stock of Point Plastics (included as Annex IB to the Proxy Statement Prospectus). **5.1 Opinion of Shearman & Sterling that the securities being registered are duly authorized and will be validly issued, fully paid and non-assessable. 5.2 Advice of Kegler, Brown, Hill & Ritter Co., L.P.A. as to the statements of law under the caption "Business -- Plastics Technology Business -- Regulation." (To be filed by amendment) *8.1 Opinion of Shearman & Sterling as to the United States federal income tax consequences of the Merger. *8.2 Opinion of Gray Cary Ware & Freidenrich as to the United States federal income tax consequences of the Merger. **23.1 Consent of Linkenheimer, LLP. **23.2 Consent of Arthur Andersen LLP. **23.3 Consent of Shearman & Sterling (included in Exhibits 5.1 and 8.1 to this Registration Statement). **23.4 Consent of Gray Cary Ware & Freidenrich (included in Exhibit 8.2 to this Registration Statement). **23.5 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A. (Included in Exhibit 5.2 to this Registration Statement). **24.1 Powers of Attorney. **99.1 Letter from the ESOP Committee of Point Plastics, which provides a description of the voting and election procedures for ESOP Participants. - - --------------- * Items marked with an asterisk are filed herewith. ** Items marked with two asterisks were previously filed. ITEM 22. 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, as amended (the "Securities Act"); (ii) to reflect in the Proxy Statement/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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar amount of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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) (1) The undersigned Registrant hereby undertakes that: (i) Prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The Registrant undertakes that every prospectus (i) that is filed pursuant to the paragraph immediately preceding or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415 (ss. 230.415 of this chapter) will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, 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. (d) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. (e) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the Proxy Statement/Prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such requests, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the requests. (f) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the Company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on July 23, 1998. SYNETIC, INC. By: /s/ Paul C. Suthern ---------------------------- Paul C. Suthern Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 4 to the Registration Statement has been signed below by the following persons in the capacities indicated on July 23, 1998. (1) Principal Executive Officer: (3) The Board of Directors: By: /s/ Paul C. Suthern James V. Manning ------------------------ Thomas R. Ferguson Paul C. Suthern Mervyn I. Goldstein Chief Executive Officer Ray E. Hannah Roger H. Licht Bernard A. Marden Charles A. Mele Herman Sarkowsky Paul C. Suthern Albert M. Weis Martin J. Wygod (2) Principal Financial and By: /s/ Paul C. Suthern Accounting Officer: ----------------------------------- Paul C. Suthern Individually and as Attorney-in-Fact By: /s/ Anthony Vuolo --------------------------- Anthony Vuolo Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit ------- **2.1 Agreement and Plan of Merger dated as of March 6, 1998 among Synetic Inc., Point Plastics Inc., Plastics Acquisition Corp., the trustees of the Point Plastics, Inc. Employee Stock Ownership Plan and Trust and certain individual holders of capital stock of Point Plastics (included as Annex IA to the Proxy Statement/Prospectus). **2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of May 22, 1998 among Synetic Inc., Point Plastics Inc., Plastics Acquisition Corp., the trustees of the Point Plastics, Inc. Employee Stock Ownership Plan and Trust and certain individual holders of capital stock of Point Plastics (included as Annex IB to the Proxy Statement Prospectus). **5.1 Opinion of Shearman & Sterling that the securities being registered are duly authorized and will be validly issued, fully paid and non-assessable. 5.2 Advice of Kegler, Brown, Hill & Ritter Co., L.P.A, as to the statements of law under the caption "Business -- Plastics Technology Business -- Regulation." (To be filed by amendment) *8.1 Opinion of Shearman & Sterling as to the United States federal income tax consequences of the Merger. *8.2 Opinion of Gray Cary Ware & Freidenrich as to the United States federal income tax consequences of the Merger. **23.1 Consent of Linkenheimer, LLP. **23.2 Consent of Arthur Andersen LLP. **23.3 Consent of Shearman & Sterling (included in Exhibits 5.1 and 8.1 to this Registration Statement). **23.4 Consent of Gray Cary Ware & Freidenrich (included in Exhibit 8.2 to this Registration Statement). **23.5 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A. (Included in Exhibit 5.2 to this Registration Statement). **24.1 Powers of Attorney. **99.1 Letter from the ESOP Committee of Point Plastics, which provides a description of the voting and election procedures for ESOP Participants. - - --------------- * Items marked with an asterisk are filed herewith. ** Items marked with two asterisks were previously filed. EX-8.1 2 EXHIBIT 8.1 EXHIBIT 8.1 [SHEARMAN & STERLING LETTERHEAD] July 21, 1998 Synetic, Inc. River Drive Center 2 669 River Drive Elmwood Park, NJ 07407-1361 Merger of Point Plastics, Inc. with and into Acquisition Corp. ------------------------------------------------------------------------------- Ladies and Gentlemen: You have requested our opinion as to certain United States federal income tax consequences of the merger (the "Merger") of Point Plastics, Inc., a California corporation (the "Company"), with and into Acquisition Corp., a Delaware corporation (the "Purchaser") which is a wholly-owned, directly held subsidiary of Synetic, Inc., a Delaware corporation (the "Parent"). The Merger will be effected pursuant to an Agreement and Plan of Merger, dated as of March 6, 1998 (the "Merger Agreement"), among the Parent, the Company and the Purchaser. Unless otherwise defined, capitalized terms used herein have the meaning assigned to them in the Merger Agreement. In delivering our opinion, we have reviewed the Merger Agreement and the documents attached as Exhibits thereto and have assumed that the representations and warranties therein are true and correct and that the parties have complied with and, if applicable, will comply with the covenants contained therein. In addition, we have relied on the representations made by the Parent and the Company in letters to us dated July 21, 1998 and have assumed that such representations will be true and accurate as of the Effective Time. Based upon the foregoing, in reliance thereon and subject thereto, and based upon the Internal Revenue Code of 1986, as amended (the"Code"), the Treasury Regulations promulgated thereunder, judicial decisions, revenue rulings and revenue procedures of the Internal Revenue Service, and other administrative pronouncements, all as in effect on the date hereof, and assuming that the Merger and related transactions will take place in accordance with the terms of the Merger Agreement, it is our opinion that: 1. The Merger will be treated for United States federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; and 2. Each of the Parent, the Purchaser and the Company will be a party to the reorganization within the meaning of Section 368(b). No opinion is expressed as to any matter not specifically addressed above, including the accuracy of the representations or reasonableness of the assumptions relied upon by us in rendering the opinion set forth above. The opinion is furnished to you solely for your exclusive use, and it may not be distributed, published, or relied upon by any other person without our prior written consent. Our opinion is based on current United States federal income tax law and administrative practice, and we do not undertake to advise you as to any future changes in United States federal income tax law or administrative practice that may affect our opinion unless we are specifically retained to do so. Very truly yours, /s/ SHEARMAN & STERLING MKW/AFS/jm EX-8.2 3 EXHIBIT 8.2 EXHIBIT 8.2 [Letterhead of Gray Cary Ware & Freidenrich LLP] July 21, 1998 Point Plastics Inc. 1320 Scott Street Petaluma, CA 94954 Ladies and Gentlemen: This opinion is being delivered to you for the purpose of satisfying the requirement of Section 6.2(d) of the Agreement and Plan of Merger dated March 6, 1998, as amended May 22, 1998 (the "Merger Agreement") among Synetic, Inc., a Delaware corporation ("Parent"), Plastics Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Point Plastics Inc., a California corporation (the "Company") and certain shareholders of the Company. Pursuant to the Merger Agreement, the Company will merge with and into the Purchaser (the "Merger"). Unless otherwise defined, capitalized terms referred to herein have the meanings set forth in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code"). We have acted as legal counsel to the Company in connection with the preparation and execution of the Merger Agreement. As such, and for the purpose of rendering this opinion, we have examined and are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all schedules and exhibits thereto): (1) the Merger Agreement; (2) representations and warranties made to us by Company, Parent and Purchaser (the "Officers' Certificates"); (3) the registration statement on Form S-4 of a Joint Proxy Statement/Prospectus of Parent and the Company (the "Registration Statement"); and (4) such other instruments and documents related to the formation, organization and operation of the Company and Parent or to the consummation of the Merger and the transactions contemplated thereby as we have deemed necessary or appropriate. In connection with rendering this opinion, we have assumed or obtained representations (and are relying thereon, without any independent investigation or review thereof) that: 2 1. Original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be by the Effective Time of the Merger) due execution and delivery of all documents where due execution and delivery are prerequisites to effectiveness thereof; 2. Any representation or statement made "to the best of knowledge" or similarly qualified is correct without such qualification. As to all matters in which a person or entity making a representation referred to above has represented that such person or entity either is not a party to, does not have, or is not aware of, any plan or intention, understanding or agreement, there is in fact no such plan, intention, understanding or agreement; 3. All statements, descriptions and representations contained in any of the documents referred to herein or otherwise made to us (including, but not limited to the Officers' Certificates) are true and correct as of the date hereof, at the effective date of the Registration Statement and at the Effective Time, and no actions have been (or will be) taken which are inconsistent with such statements, descriptions and representations; and 4. The Merger will be consummated in accordance with the Merger Agreement (and without any waiver, breach or amendment of any of the material provisions thereof, including no waiver of the requirement that an opinion of Shearman & Sterling, counsel to Purchaser, substantially identical in substance to this opinion, be delivered and not be withdrawn), will be effective under the applicable state law, and will be reported by Parent and the Purchaser on their respective federal income tax returns in a manner consistent with the opinion set forth below. Based on our examination of the foregoing items and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that (1) the Merger will be treated for United States federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; and (2) each of the Parent, the Purchaser and the Company shall be a party to the reorganization within the meaning of Section 368(b) of the Code. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below. This opinion represents and is based upon our best judgment regarding the application of federal income tax laws arising under the Code, existing judicial decisions, administrative regulations and published rulings and procedures. Our opinion is not binding upon the Internal Revenue Service or the courts, and the Internal Revenue Service is not precluded from successfully asserting a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. 3 This opinion addresses only the classification of the Merger as a reorganization under Section 368(a) of the Code and the treatment of the Parent, the Purchaser and the Company as parties to the reorganization under Section 368(b) of the Code. No opinion is expressed as to any other matter, including any other tax consequences of the Merger or any other transaction (including any transaction undertaken in connection with the Merger) under any foreign, federal, state, or local tax law. No opinion is expressed as to any transaction other than the Merger as described in the Merger Agreement or to any transaction whatsoever, including the Merger, if all the transactions described in the Merger Agreement are not consummated in accordance with the terms of such Merger Agreement and without waiver or breach of any material provision thereof or if all of the representations, warranties, statements and assumptions upon which we relied are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. This opinion has been delivered to you only for the purposes stated. It may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. Very truly yours, /s/ GRAY CARY WARE & FREIDENRICH LLP GRAY CARY WARE & FREIDENRICH LLP -----END PRIVACY-ENHANCED MESSAGE-----