-----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, UNYcURfDTVWA0jyIpem4rKFGXkx3raibMJhhV3Lo3jkRVcgCxLZGuB8K8pkkYmBE WgimffFKhbSv0MWhHX7h1g== 0000947871-99-000071.txt : 19990219 0000947871-99-000071.hdr.sgml : 19990219 ACCESSION NUMBER: 0000947871-99-000071 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990218 EFFECTIVENESS DATE: 19990218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNETIC INC CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72567 FILM NUMBER: 99545267 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 18, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYNETIC, INC. (Exact name of Registrant as specified in its charter) Delaware 22-2975182 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 669 River Drive Elmwood Park, New Jersey 07407-1361 (Address of Principal Executive Offices) AMENDED & RESTATED 1989 CLASS A STOCK OPTION PLAN AMENDED & RESTATED 1989 CLASS B STOCK OPTION PLAN AMENDED & RESTATED 1991 SPECIAL NON-QUALIFIED STOCK OPTION PLAN (Full title of the plan) CHARLES A. MELE, ESQ. Executive Vice President - General Counsel Synetic, Inc. 669 River Drive Elmwood Park, New Jersey 07407-1361 (Name and address of agent for service) (201) 703-3400 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================= Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Per Aggregate Registration Registered Registered Share Offering Price Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock (1) (1) par value $.01 per share 109,000 Shares $36.88 $ 4,019,920.00 $ 1,117.54 708,400 Shares $36.38 $ 25,771,592.00 $ 7,164.50 24,030 Shares $49.57 $ 1,191,167.10 $ 331.14 (2) (2) 2,658,570 Shares $48.375 $128,608,323.80 $35,753.11 ---------- $44,366.29 ================================================================================================================= (1) Pursuant to Rule 457(h), the offering price of shares of Common Stock is based on the per share exercise price of the options. (2) Pursuant to Rule 457(c) and 457(h), offering prices are based on $48.375 per share for 2,658,570 shares based on the average of the high and low prices of Common Stock on the Nasdaq consolidated reporting system on February 17, 1999, and is estimated solely for purpose of calculating the registration fee.
EXPLANATORY NOTE This Registration Statement is filed to register additional shares of Common Stock, $.01 par value, of Synetic, Inc. (the "Registrant") issuable upon exercise of stock options granted under Synetic's 1989 Class A Stock Option Plan, 1989 Class B Stock Option Plan and 1991 Special Non-Qualified Stock Option Plan. The contents of Registration Statements No.33-34925, 33-34926, 33-46640, 33-46639, 333-21555, and 333-36041 are incorporated by reference. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Certain legal matters with respect to the legality of the issuance of the Common Stock offered hereby will be passed upon for the Registrant by Shearman & Sterling, New York, New York. Shearman & Sterling is a limited partner in SN Investors. The statements of law under the caption "Business-Plastics and Filtration Technologies Business-Regulation" in the Registrant's annual report on Form 10-K for fiscal year ended June 30, 1998, are based upon the opinion of Kegler, Brown, Hill & Ritter Co., L.P.A. Columbus, Ohio, special regulatory counsel to the Registrant. Robert D. Marotta, Esq., of counsel to such firm, holds options to purchase 75,000 shares of the Registrant's Common Stock. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides, in summary, that directors and officers of Delaware corporations such as the Registrant are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorneys' fees) incurred by them as a result of suits brought against them in their capacity as a director or officer if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the Registrant, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Any such indemnification may be made by the company only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Article Eleven of the Registrant's Amended and Restated Certificate of Incorporation and Section 6.5 of the Registrant's By-Laws entitles officers, directors and controlling persons of the Registrant to indemnification to the full extent permitted by Section 145 of the DGCL, as the same may be supplemented or amended from time to time. Article Thirteen of the Registrant's Amended and Restated Certificate of Incorporation provides that no director shall have any personal liability to the Registrant or its stockholders for any monetary damages for breach of fiduciary duty as a director, provided that such provision does not limit or eliminate the liability of any director (i) for breach of such director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (involving certain unlawful dividends or stock repurchase) or (iv) for any transaction from which such director derived an improper personal benefit. Amendment to such article does not affect the liability of any director for any act or omission occurring prior to the effective time of such amendment. Reference is made to the Form of Indemnification Agreement between the Registrant and its directors and officers pursuant to which the registrant has agreed to indemnify such directors and officers to the fullest extent permitted by Delaware law, as the same may be amended from time to time. Item 8. Exhibits The following exhibits are filed as part of this Registration Statement: Exhibit No. Description of Document 4.1 Synetic, Inc. Amended and Restated 1989 Class A Stock Option Plan (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 4.2 Synetic, Inc. Amended and Restated 1989 Class B Stock Option Plan (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 4.3 Synetic, Inc. Amended and Restated 1991 Special Non-Qualified Stock Option Plan (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. 23.1 Consent of Arthur Andersen LLP, New York, New York. 23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A. 23.3 Consent of Linkenheimer LLP. 23.4 Consent of Shearman & Sterling (included in Exhibit 5). 23.5 Consent of Arthur Andersen LLP, Orange County, California. 24 Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Elmwood Park, in the State of New Jersey, on the 18th day of February, 1999. SYNETIC, INC. By: /s/ Anthony Vuolo -------------------------------- Name: Anthony Vuolo Title: Executive Vice President- Finance & Administration and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on February 18, 1999. Signature Title --------- ----- * Chairman of the Board - ------------------------------ Martin J. Wygod * Vice Chairman of the Board - ------------------------------ James V. Manning * President & Chief Executive Officer - ------------------------------ Paul C. Suthern * Executive Vice President - Finance and - ------------------------------ Administration and Chief Financial Anthony Vuolo Officer * Director - ------------------------------ Thomas R. Ferguson * Director - ------------------------------ Mervyn L. Goldstein * Director - ------------------------------ Ray E. Hannah * Director - ------------------------------ Roger H. Licht * Director - ------------------------------ Bernard A. Marden * Director - ------------------------------ Charles A. Mele * Director - ------------------------------ Herman Sarkowsky * Director - ------------------------------ Albert M. Weis /s/ Anthony Vuolo Attorney-in-Fact - ------------------------------ *By Anthony Vuolo Exhibit Index Exhibit No. Description of Document 4.1 Synetic, Inc. Amended and Restated 1989 Class A Stock Option Plan (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 4.2 Synetic, Inc. Amended and Restated 1989 Class B Stock Option Plan (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 4.3 Synetic, Inc. Amended and Restated 1991 Special Non-Qualified Stock Option Plan (incorporated by reference to the Registrant's Proxy Statement dated February 25, 1998). 5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. 23.1 Consent of Arthur Andersen LLP, New York, New York. 23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A. 23.3 Consent of Linkenheimer LLP. 23.4 Consent of Shearman & Sterling (included in Exhibit 5). 23.5 Consent of Arthur Andersen LLP, Orange County, California. 24 Powers of Attorney. EX-5 2 OPINION RE: LEGALITY February 17, 1999 Synetic, Inc. 669 River Drive Elmwood Park, NJ 07407-1361 Ladies and Gentlemen: We have acted as counsel for Synetic, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") of the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to 3,500,000 shares (the "Shares") of common stock, par value $.01 per share, of the Company (the "Common Stock"), to be issued from time to time pursuant to the (i) Amended and Restated 1989 Class A Stock Option Plan, (ii) Amended and Restated 1989 Class B Stock Option Plan and (iii) Amended and Restated 1991 Special Non-Qualified Stock Option Plan (each, a "Plan"). In so acting, we have examined the Registration Statement and we have also examined and relied as to factual matters upon the representations and warranties contained in originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies. The opinion expressed below is limited to the General Corporation Law of Delaware, and we do not express any opinion herein concerning any other law. Based upon the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly authorized by the Synetic, Inc. 2 February 17, 1999 Company and, when (a) issued and delivered by the Company in accordance with the terms of the relevant Plan and (b) paid for in full in accordance with the terms of the relevant Plan, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Shearman & Sterling EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated August 14, 1998 included in Synetic, Inc.'s Form 10-K for the fiscal year ended June 30, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP New York, New York February 17, 1999 EX-23.2 4 EXHIBIT 23.2 [FIRM LETTERHEAD] January 27, 1999 Synetic, Inc. 669 River Drive Elmwood Park, NJ 07407-1362 Re: Amended and Restated 1989 Class A Stock Plan Amended and Restated 1989 Class B Stock Plan Amended and Restated 1991 Special Non-Qualified Stock Option Plan Ladies and Gentlemen: We hereby consent to the incorporation by reference into the Synetic, Inc. Registration Statements on Form S-8, referenced above, filed with the Securities and Exchange Commission, of Synetic, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 1998. We also consent to all references to our firm included in such Registration Statement. Very truly yours, KEGLER, BROWN, HILL & RITTER CO., L.P.A. By: /s/ Jack A. Bjerke -------------------------- Jack A. Bjerke, Vice President EX-24 5 POWER OF ATTORNEY SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Paul C. Suthern ------------------- Signature Paul C. Suthern ------------------- Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele , Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Thomas R. Ferguson ----------------------- Signature Thomas R. Ferguson ----------------------- Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ James V. Manning ------------------------- Signature James V. Manning ------------------------- Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Bernard A. Marden --------------------------- Signature Bernard A. Marden --------------------------- Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Ray E. Hannah -------------------------- Signature Ray E. Hannah -------------------------- Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Mervyn L. Goldstein, MD --------------------------- Signature Mervyn L. Goldstein, MD --------------------------- Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Roger Licht ------------------------ Signature Roger Licht ------------------------ Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Martin J. Wygod ------------------------ Signature Martin J. Wygod ------------------------ Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Herman Sarkowsky ------------------------ Signature Herman Sarkowsky ------------------------ Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Charles A. Mele ------------------------ Signature Charles A. Mele ------------------------ Print Name SYNETIC, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and each of them, each with full power to act without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign Registration Statements on Form S-8 (the "Registration Statements") relating to the Common Stock of Synetic, Inc. and to sign any and all amendments to the Registration Statements, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of November, 1998. /s/ Albert Weis ------------------------ Signature Albert Weis ----------------------- Print Name EX-23.3 6 CONSENT OF ACCOUNTANTS [LINKENHEIMER LLP LETTERHEAD] EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated April 2, 1998 on our audit of the consolidated financial statements of POINT PLASTICS, INC. AND SUBSIDIARY included in Synetic, Inc.'s Form 8-K dated July 29, 1998, into this registration statement on Form S-8 and to all our references to our Firm in this registration statement. /s/ Linkenheimer LLP Santa Rosa, California January 29, 1999 EX-23.5 7 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report for The KippGroup dated November 13, 1998 included in Synetic, Inc.'s Form 10-Q for the quarter ended December 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Orange County, California February 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----