-----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, QD9SqoVVbnS0F6QnAViS9j95BvD8j8G8YiyW3eniP9QdvvxlB5aedSaKiH3AeMJJ 0jQ9yrH18hHDFP5vChLaGQ== 0001005150-04-001694.txt : 20040701 0001005150-04-001694.hdr.sgml : 20040701 20040701124140 ACCESSION NUMBER: 0001005150-04-001694 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040701 EFFECTIVENESS DATE: 20040701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTSI CORP 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-117058 FILM NUMBER: 04894011 BUSINESS ADDRESS: STREET 1: 3901 STONECROFT BLVD CITY: CHANTILLY STATE: VA ZIP: 20151-0808 BUSINESS PHONE: 703-502-2000 MAIL ADDRESS: STREET 1: 3901 STONECROFT BLVD CITY: CHANTILLY STATE: VA ZIP: 20151-1010 S-8 1 s8.txt Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GTSI Corp. (Exact name of registrant as specified in its charter) Delaware 54-1248422 (State or other jurisdiction (I.R.S. of incorporation or Employer organization) Identification No.) 3901 Stonecroft Boulevard Chantilly, Virginia 20151-1010 (703) 502-2000 (Address of Principal Executive Offices, Including Zip Code) GTSI Corp. 1991 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) M. Dendy Young Chairman and Chief Executive Officer GTSI Corp. 3901 Stonecroft Blvd. Chantilly, VA 20151 (703) 502-2900 (Name, Address, and Telephone Number, including Area Code, of Agent For Service) Copy to: Carter Strong, Esq. Arent Fox, PLLC 1050 Connecticut Avenue, N.W. Washington, DC 20036-5339 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of Registered Registered (1) Offering Price Aggregate Offering Registration Per Share (2) Price(2) Fee - ------------------------------ ------------------- ----------------------- ---------------------- --------------- Common Stock, $.005 par value 850,000 shares $11.30 $ 9,605,000 $1,216.95 - ------------------------------ ------------------- ----------------------- ---------------------- ---------------
(1) This registration statement also covers any additional shares of Common Stock which become issuable under the GTSI Corp. 1991 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock. (2) Pursuant to Rule 457(h)(1), based on the average of the high and low prices reported in the Nasdaq National Market within five business days prior to the date of filing. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E of Form S-8, this registration statement is filed solely to register an additional 850,000 shares of Common Stock reserved for issuance under the GTSI Corp. 1991 Employee Stock Purchase Plan, which increase was approved by our Board of Directors on January 23, 2004, and by our stockholders on April 29, 2004. Pursuant to General Instruction E of Form S-8, we hereby incorporate by reference the contents of our registration statement on Form S-8, File No. 333-44922, filed with the Commission on August 31, 2000. The following documents previously filed by the Registrant with the Commission are incorporated by reference in this Registration Statement: (1) The Registrant's annual report on Form 10-K for the fiscal year ended December 31, 2003. (2) The Registrant's quarterly report on Form 10-Q for the period ended March 31, 2004. (3) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended since the end of the fiscal year ended December 31, 2003. Item 8. Exhibits. See Exhibit Index on page 6. 2 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Chantilly, Commonwealth of Virginia. GTSI Corp. Dated: June 30, 2004 By: /s/ M. Dendy Young ---------------------------------------- M. Dendy Young Chairman and Chief Executive Officer 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dendy Young his or her attorney-in-fact and agent, with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/ M. Dendy Young Chairman and Chief June 30, 2004 - ---------------------------- Executive Officer (Principal M. Dendy Young Executive Officer) and a Director /s/ Thomas A. Mutryn Senior Vice President and June 30, 2004 - ---------------------------- Chief Financial Officer Thomas A. Mutryn (Principal Financial and Accounting Officer) /s/ Thomas Hewitt Director June 30, 2004 - ---------------------------- Thomas Hewitt /s/ Lee Johnson Director June 30, 2004 - ---------------------------- Lee Johnson /s/ Lt. Gen. Keith Kellogg Director June 30, 2004 - ---------------------------- Lt. Gen. Keith Kellogg 4 /s/ Steven Kelman Director June 30, 2004 - ---------------------------- Steven Kelman /s/ James J. Leto Director June 30, 2004 - ---------------------------- James J. Leto /s/ Barry Reisig Director June 30, 2004 - ---------------------------- Barry Reisig /s/ Lawrence J. Schoenberg Director June 30, 2004 - ---------------------------- Lawrence J. Schoenberg /s/ John M. Toups Director June 30, 2004 - ---------------------------- John M. Toups /s/ Daniel Young Director June 30, 2004 - ---------------------------- Daniel Young 5 EXHIBIT INDEX Exhibit 5 Opinion of Arent Fox, PLLC concerning validity of securities registered 23 Consents of independent auditors and counsel (a) Consent of Ernst & Young LLP (b) Consent of Arent Fox, PLLC (counsel): included in Exhibit 5 24 Power of Attorney: included on signature page 6 EX-5 2 ex5.txt Exhibit 5 June 30, 2004 The Board of Directors GTSI Corp. 3901 Stonecroft Boulevard Chantilly, Virginia 20151-1010 Gentlemen: We have acted as counsel to GTSI Corp., a Delaware corporation (the "Company"), with respect to the Company's Registration Statement on Form S-8, filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 850,000 shares of Common Stock, par value $.005 per share (the "Shares"), which are subject to the GTSI Corp. 1991 Employee Stock Purchase Plan (the "Plan"). As counsel to the Company, we have examined such records and documents of the Company, as well as relevant statutes, regulations, published rulings and such questions of law, as we considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the 850,000 Shares subject to the Plan, when issued or delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations thereunder. Very truly yours, ARENT FOX, PLLC EX-23 3 ex23-1.txt EX23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the registration of 850,000 shares of common stock issued under the GTSI Corp. 1991 Employee Stock Purchase Plan of our report dated February 9, 2004, with respect to the consolidated financial statements and schedules of GTSI Corp. included in its Annual Report (Form 10-K No. 0-19394) for the year ended December 31, 2003, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP McLean, Virginia June 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----