-----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, S2FzxrBV9VFX7FdjfKNTXBmBFsv2z6uPS4N3GDN+YbvOAE62c9E0D+RjIuMIQpim JzyO9+4wVNugCoF1Qgl8Bw== 0001133884-02-000640.txt : 20020515 0001133884-02-000640.hdr.sgml : 20020515 20020515170904 ACCESSION NUMBER: 0001133884-02-000640 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020515 EFFECTIVENESS DATE: 20020515 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: 333-88360 FILM NUMBER: 02653623 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 gs8-28565.txt S-8 As filed with the Securities and Exchange Commission on May 15, 2002 REGISTRATION NO. - -------------------------------------------------------------------------------- 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 OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 3901 STONECROFT BOULEVARD CHANTILLY, VIRGINIA 20151-1010 (703) 502-2000 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) NONQUALIFIED STOCK OPTION AGREEMENT - JOHNNY WILKINSON NONQUALIFIED STOCK OPTION AGREEMENT - TERRI ALLEN NONQUALIFIED STOCK OPTION AGREEMENT - SCOTT FRIEDLANDER NONQUALIFIED STOCK OPTION AGREEMENT - CHRISTOPHER PATE NONQUALIFIED STOCK OPTION AGREEMENT - JAMES WALDRON NONQUALIFIED STOCK OPTION AGREEMENT - LORI STALLARD (FULL TITLE OF THE PLAN) JOHN T. SPOTILA, ESQ. PRESIDENT, CHIEF OPERATING OFFICER, GENERAL COUNSEL AND SECRETARY GTSI CORP. 3901 STONECROFT BOULEVARD CHANTILLY, VIRGINIA 20151-1010 (NAME AND ADDRESS OF AGENT FOR SERVICE) (703) 502-2447 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: CARTER STRONG, ESQ. ARENT FOX KINTNER PLOTKIN & KAHN, PLLC 1050 CONNECTICUT AVENUE, N.W. WASHINGTON, DC 20036-5339 --------------- 1 CALCULATION OF REGISTRATION FEE
================================= ====================== ======================== ======================= ======================= PROPOSED MAXIMUM ESTIMATED MAXIMUM AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE TO BE REGISTERED - --------------------------------- ---------------------- ------------------------ ----------------------- ----------------------- COMMON STOCK, PAR VALUE $.005 30,000 SHARES $6.20 $186,000 $17.11 PER SHARE 30,000 SHARES $6.40 $192,000 $17.66 60,000 SHARES $6.76 $405,600 $37.32 23,000 SHARES $7.81 $179,630 $16.53 TOTAL $88.62 ================================= ====================== ======================== ======================= =======================
(1) PURSUANT TO RULE 457(H)(1), BASED ON THE PRICES AT WHICH THE OPTIONS MAY BE EXERCISED. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION* *Information required by Part I to be contained in a Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by the Registrant with the Securities and Exchange 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, 2001. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year ended December 31, 2001. (3) The Registrant's Form 8-A Registration Statement filed pursuant to Section 12 of the Exchange Act, containing a description of the Registrant's common stock ("Shares"), including any amendment or report filed for the purpose of updating such description. 2 In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 145(a) and 145(b) of the Delaware General Corporation Law permit a corporation to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement or actually and reasonably incurred by such person in connection with any threatened, pending or completed non-derivative action and against expenses (including attorneys' fees) actually and reasonably incurred in connection with any threatened, pending or completed derivative action if such person was or is a party or was threatened to be made a party to such action by reason of the fact that such person is or was a director, officer, employee or agent of the corporation. Any indemnification shall be made if a determination in each instance is made either by a majority vote of the Board of Directors (other than directors who are parties to such action), by the stockholders, or by independent legal counsel, that such indemnification is proper because the director, officer, employee or agent acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that such person had no reasonable cause to believe that his or her conduct was unlawful. However, no indemnification may be made with respect to a derivative action if such person is adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a person has been successful in defense of any action, suit or proceeding, Section 145(c) provides that such person shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith. A corporation may also advance expenses incurred in defending proceedings against an officer or a director upon receipt of an undertaking by or on behalf of such officer or director to repay such expenses to the corporation if it is ultimately determined that such officer or director is not entitled to be indemnified for such expenses. The indemnification and advancement of expenses provided under the Delaware General Corporation Law are not exclusive of any other rights to indemnification or advancement of expenses 3 a person may be entitled to under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Under the terms of Article Eleven of the Registrant's Certificate of Incorporation, as amended, and Article XII of the Registrant's Bylaws, as amended, the Registrant shall indemnify any person who is or was a director, officer, employee or agent of the Registrant (or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) in the manner and to the fullest extent permitted under Section 145 of the Delaware General Corporation Law against expenses, liabilities, and other matters covered by or referred to in such Section 145. As permitted by paragraph (7) of subsection (b) of Section 102 of the Delaware General Corporation Law, Article XII of the Registrant's Certificate of Incorporation, as amended, provides that no director of the Registrant shall be liable to the Registrant or its stockholders for monetary damages for breach of his or her fiduciary duty as a director except for liability (a) for breach of the director's duty of loyalty to the corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law (relating to unlawful declarations or payments of dividends or unlawful stock purchases or redemptions); or (d) for any transaction from which the director derived an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See Exhibit Index. ITEM 9. UNDERTAKINGS (1) The Registrant hereby undertakes: (a) That, for purposes of determining any liability under the Securities Act of 1933 (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'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 in the initial bona fide offering thereof. (b) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: 4 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the 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; (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; Provided, however, that Paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (c) That, for the purpose of determining any liability under the Securities Act, each 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) 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. (2) 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, unless in the opinion of its counsel the matter has been settled by controlling precedent, will 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. 5 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: May 15, 2002 By: /s/ Dendy Young --------------------------------------------- Dendy Young Chairman and Chief Executive Officer 6 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/ Dendy Young Chairman and Chief May 15, 2002 - ----------------------------- Executive Officer (Principal Dendy Young Executive Officer) and a Director /s/ Robert D. Russell Senior Vice President and May 15, 2002 - ----------------------------- Chief Financial Officer Robert D. Russell (Principal Financial and Accounting Officer) /s/ Lee Johnson Director May 15, 2002 - ----------------------------- Lee Johnson /s/ Steven Kelman Director May 15, 2002 - ----------------------------- Steven Kelman /s/ James J. Leto Director May 15, 2002 - ----------------------------- James J. Leto
7 /s/ Lawrence J. Schoenberg Director May 15, 2002 - ------------------------------ Lawrence J. Schoenberg /s/ John M. Toups Director May 15, 2002 - ------------------------------ John M. Toups /s/ Daniel Young Director May 15, 2002 - ------------------------------ Daniel Young 8 EXHIBIT INDEX Exhibit - ------- 5 Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning validity of securities registered 23. Consents of experts and counsel (a) Consent of Arthur Andersen LLP, Certified Public Accountants (b) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel): included in Exhibit 5 24 Power of Attorney: included on signature page EX-5 3 gex5-28565.txt EX-5 Exhibit 5 Letterhead of Arent Fox Kintner Plotkin & Kahn, PLLC May 13, 2002 The Board of Directors GTSI Corp. 3901 Stonecroft Boulevard Chantilly, Virginia 20151-1010 Gentlemen: We have acted as counsel to GTSI Corp. (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 143,000 shares of Common Stock, par value $.005 per share (the "Shares"), issued pursuant to Nonqualified Stock Option Agreements between the Company and Johnny Wilkinson, Terri Allen, Scott Friedlander, Christopher Pate, James Waldron and Lori Stallard (the "Stock Option Agreements"). As counsel to the Company, we have examined the Company's Certificate of Incorporation, as amended, and such records, certificates and other 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. We assume that, prior to the sale of any Shares to which the Registration Statement relates, appropriate action will be taken to register and qualify such Shares for sale, to the extent necessary, under any applicable state securities laws. Based on the foregoing, we are of the opinion that the 143,000 Shares subject to the Stock Option Agreements when issued or delivered and paid for in accordance with the terms of the Stock Option Agreements, 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 Kintner Plotkin & Kahn, PLLC EX-23.A 4 gex23a-28565.txt EX-23.A Exhibit 23(a) 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 February 14, 2002 included in GTSI Corp.'s Form 10-K for the year ended December 31, 2001, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Vienna, Virginia May 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----