-----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, D1+jR8Y50fKLr18WmGZAOEnVggttuZlMVIqPYysuDNVp8FxHTn3E+bv9ia4MsOPo Q17hE8R25XlH1nRrCu652Q== 0000850483-98-000014.txt : 19980519 0000850483-98-000014.hdr.sgml : 19980519 ACCESSION NUMBER: 0000850483-98-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980512 ITEM INFORMATION: FILED AS OF DATE: 19980518 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT TECHNOLOGY SERVICES INC CENTRAL INDEX KEY: 0000850483 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 541248422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19394 FILM NUMBER: 98626941 BUSINESS ADDRESS: STREET 1: 4100 LAFAYETTE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 22021-0808 BUSINESS PHONE: 7035022000 MAIL ADDRESS: STREET 1: 4100 LAFAYETTE CTR DRIVE CITY: CHANTILLY STATE: VA ZIP: 22021-0808 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 1998 -------------------- GOVERNMENT TECHNOLOGY SERVICES, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19394 54-1248422 - ------------------------ ------------ ----------------- (State or other (Commission (IRS Employer jurisdiction of File Identification incorporation) Number) Number) 4100 Lafayette Center Drive, Chantilly, Virginia 20151-1200 - ---------------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 703-502-2000 ----------------- Item 1. Changes in Control of Registrant Not Applicable. Item 2. Acquisition or Disposition of Assets Not Applicable. Item 3. Bankruptcy or Receivership Not Applicable. Item 4. Changes in Registrant's Certifying Accountant Not Applicable. Item 5. Other Events On May 14, 1998, Government Technology Services, Inc. ("GTSI") issued a press release announcing the results of its annual meeting of stock- holders held on May 12, 1998. For additional information, please see the attached press release. Item 6. Resignation of Registrant's Directors Not Applicable. Item 7. Financial Statements and Exhibits (c) Exhibits 10.38 Amendment of Certificate of Incorporation filed May 12, 1998 with the Secretary of State of Delaware. 99 Press release dated May 14, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 18, 1997 GOVERNMENT TECHNOLOGY SERVICES, INC. By: /s/ M. DENDY YOUNG -------------------------------------- M. Dendy Young President and Chief Executive Officer INDEX TO EXHIBITS =========================================================================== EXHIBIT | NUMBER | DESCRIPTION - --------------------------------------------------------------------------- 10.38 | Amendment of Certificate of Incorporation filed May 12, 1998 with the Secretary of State of Delaware - --------------------------------------------------------------------------- 99 | Press release dated May 14, 1998 =========================================================================== EX-10 2 AMEND CERT OF INCORP Exhibit 10.38 AMENDMENT OF CERTIFICATE OF INCORPORATION OF GOVERNMENT TECHNOLOGY SERVICES, INC. GOVERNMENT TECHNOLOGY SERVICES, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that: 1. The Corporation's Certificate of Amendment is hereby amended by amending and restating Section A of Article Fourth thereof to read as follows: A. Authorized Capital Stock. The total number of shares of all classes of stock which the Corporation shall have authority to issue is twenty million six hundred eighty thousand eight hundred fifty (20,680,850) shares, consisting of: (a) Six hundred eighty thousand eight hundred fifty (680,850) shares, par value twenty-five cents per share ($0.25), to be designated Preferred Stock; and (b) Twenty Million (20,000,000) shares, par value five mills per share ($0.005), to be designated Common Stock. 2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, GOVERNMENT TECHNOLOGY SERVICES, INC. has caused this Certificate to be executed by its duly authorized officer on this 12th day of May, 1998. GOVERNMENT TECHNOLOGY SERVICES, INC. By: /s/ M. DENDY YOUNG ----------------------------------- Name: M. Dendy Young Title: Chairman, President and CEO EX-99 3 PRESS RELEASE Exhibit 99 [GTSI Logo] Government Technology Services, Inc. 4100 Lafayette Center Drive Chantilly, VA 20151-1200 (703) 502-2000 www.gtsi.com Contacts: Stephen Waechter Fern Krauss Sr. Vice President/CFO GTSI GTSI (703)502-2054 or (703) 502-2199 (301) 424-9140 Stephen_Waechter@gtsi.com Fern_Krauss@gtsi.com GTSI ANNOUNCES RESULTS OF ANNUAL STOCKHOLDERS' MEETING All Four Proposals Approved CHANTILLY, VA May 14, 1998 -- Government Technology Services, Inc. (Nasdaq: GTSI) today announced that all four proposals placed before the stockholders at the annual meeting on May 12, 1998 were approved. The stockholders approved an increase of the Company's authorized shares from 10,000,000 to 20,000,000 and approved the conversion of the Series C Preferred Stock held by BTG, Inc. to common stock. As a result of the conversion, BTG will receive 3,000,000 shares of GTSI common stock, representing 30.8% of the outstanding Company stock. BTG's shares are subject to certain restrictions contained in a standstill agreement. The stockholders also approved the election of the eight directors nominated by the Company and the increase by 1,000,000 shares to the Company's stock option plan. "I am pleased with the stockholders' support of each management initiative," said Dendy Young, GTSI's President, CEO and Chairman of the Board of Directors. GTSI is the largest dedicated government reseller providing broad-based information technology solutions. The Company offers access to over 150,000 information technology products from more than 2,100 manufacturers. Headquartered in the Washington, D.C. metropolitan area, GTSI employs more than 500 people and provides products and services to Federal, state and local government customers worldwide. -30- GTSI is a registered service mark of Government Technology Services, Inc. All other trademarks and service marks are proprietary to their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----