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0000950137-09-002421.txt : 20090331
0000950137-09-002421.hdr.sgml : 20090331
20090331134916
ACCESSION NUMBER: 0000950137-09-002421
CONFORMED SUBMISSION TYPE: PRER14A
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20090331
DATE AS OF CHANGE: 20090331
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TECHNOLOGY SOLUTIONS COMPANY
CENTRAL INDEX KEY: 0000877645
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 363584201
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PRER14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19433
FILM NUMBER: 09717625
BUSINESS ADDRESS:
STREET 1: 205 N MICHIGAN AVE
STREET 2: SUITE 1500
CITY: CHICAGO
STATE: IL
ZIP: 60601
BUSINESS PHONE: 3122284500
MAIL ADDRESS:
STREET 1: 205 NORTH MICHIGAN AVE
STREET 2: SUITE 1500
CITY: CHICAGO
STATE: IL
ZIP: 60601
PRER14A
1
c50021prprer14a.htm
FORM PRER14A
FORM PRER14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary proxy statement.
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
o Definitive Proxy Statement.
o Definitive Additional Materials.
o Soliciting Material Pursuant to § 240.14a-12.
TECHNOLOGY SOLUTIONS COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
o No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) |
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Title of each class of securities to which transaction applies:
Common stock, par value $0.01 per share, of Technology Solutions Company
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(2) |
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Aggregate number of securities to which transaction applies:
2,565,866 shares of TSC common stock outstanding as of March
6, 2009 and 631 options to purchase shares of TSC common stock having an exercise
price of less than $2.39 per share, the low-end of the estimated per share range of
aggregate liquidation proceeds to be distributed to TSC stockholders.
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(3) |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how
it was determined):
The filing fee was determined by multiplying 0.00003930 by the
aggregate estimated liquidating distributions. The aggregate estimated liquidating distributions
is calculated as the sum of 2,565,866 shares of TSC common stock plus 631 options to purchase
shares of TSC common stock (having an exercise price of less than $2.39 per share, the low-end
of the expected per share range of aggregate liquidation proceeds to be available to TSC
stockholders), multiplied by $2.54. |
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Proposed maximum aggregate value of transaction:
$6,902,179.54
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing. |
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY
COPY
TECHNOLOGY
SOLUTIONS COMPANY
55 East Monroe Street,
Suite 2600
Chicago, Illinois 60603
[ ], 2009
To the Stockholders of Technology Solutions Company:
You are cordially invited to attend a special meeting of
stockholders of Technology Solutions Company (TSC)
to be held on [ ], 2009, at
[ ], local time, at TSCs offices located
at 55 East Monroe Street, Suite 2600, Chicago, Illinois
60603. Details of the business to be conducted at the meeting
are given in the accompanying Notice of Special Meeting of
Stockholders and Proxy Statement. After careful consideration,
our board of directors (the Board) has unanimously
approved the proposals set forth in the Proxy Statement and
recommends that you vote in favor of all such proposals.
On February 10, 2009, the Board approved a Plan of Complete
Liquidation and Dissolution (the Plan of
Dissolution). At the special meeting, you will be asked to
approve the Plan of Dissolution. The Plan of Dissolution is
being proposed because the Board believes that, if approved, the
Plan of Dissolution would provide greater value to our
stockholders than other alternatives available to the Company.
The Board unanimously recommends that TSCs stockholders
vote FOR the approval of the Plan of Dissolution.
Because of the uncertainties as to the precise net
realizable value of our assets that we have not yet sold and the
ultimate settlement amount of our liabilities, it is impossible
to predict with certainty the aggregate net values, if any,
which may ultimately be distributed to our stockholders or the
timing of distributions if the Plan of Dissolution is approved.
However, based upon information presently available to us, we
believe our stockholders could receive aggregate proceeds from a
liquidation of approximately $2.39 to $2.60 per share with the
initial cash distribution of liquidation proceeds to occur as
soon as practicable following approval of the Plan of
Dissolution by TSC stockholders.
The accompanying proxy statement provides you with detailed
information about the Plan of Dissolution. We urge you to read
the entire proxy statement carefully.
Your vote is important, regardless of the number of shares
you own. The Plan of Dissolution cannot be
approved and the transactions contemplated thereby cannot be
consummated unless holders of a majority of the shares of our
common stock outstanding on the record date vote for the
approval of the Plan of Dissolution.
Whether or not you plan to attend the special meeting, please
complete, sign, date and return the enclosed proxy card. If you
hold shares through a broker or other nominee, you should follow
the procedures provided by your broker or other nominee.
Your cooperation in voting your shares is greatly
appreciated.
On behalf of the Board and management of TSC, we would like to
thank you for your support and confidence and look forward to
seeing you at the meeting.
Carl F. Dill, Jr.
Chairman of the Board of Directors
The proxy statement, dated [ ], 2009, is first
being mailed to stockholders on or about [ ],
2009.
TECHNOLOGY
SOLUTIONS COMPANY
55 East Monroe Street,
Suite 2600
Chicago, Illinois 60603
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS
TO BE HELD
[ ], 2009
Notice is hereby given that a special meeting of the
stockholders of Technology Solutions Company, a Delaware
corporation (TSC), will be held at TSCs
offices located at 55 East Monroe Street, Suite 2600,
Chicago, Illinois 60603, on [ ], 2009 at
[ ], local time, for the following purposes:
1. To approve the Plan of Complete Liquidation and
Dissolution, substantially in the form of Annex A to the
accompanying proxy statement;
2. To consider and vote upon a proposal to adjourn the
special meeting, if necessary or appropriate, to permit further
solicitation of proxies if there are not sufficient votes at the
time of the special meeting to approve the Plan of Complete
Liquidation and Dissolution referred to in Item 1; and
3. To transact such other business as may properly come
before the special meeting or any adjournments or postponements
thereof.
Stockholders of record at the close of business on
[ ], 2009 are entitled to notice of, and to
vote at, the special meeting or any adjournments thereof.
The Plan of Complete Liquidation and Dissolution is described in
the accompanying proxy statement and a copy of the Plan of
Complete Liquidation and Dissolution is attached to the proxy
statement as Annex A. We urge you to read the entire proxy
statement and the Plan of Complete Liquidation and Dissolution
carefully.
We hope you will be able to attend the meeting in person, and
you are cordially invited to attend.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. It is
important that all stockholders complete, sign, date and return
the proxy using the enclosed envelope to which no postage need
be affixed if mailed in the United States.
By Order of the Board of Directors,
Timothy G. Rogers
Senior Vice President, Chief
Financial Officer and Secretary
[ ], 2009
PLAN OF
COMPLETE LIQUIDATION AND DISSOLUTION YOUR VOTE IS
VERY IMPORTANT
PLEASE DO NOT SEND YOUR TSC COMMON STOCK CERTIFICATES TO US
AT THIS TIME. IF THE PLAN OF COMPLETE LIQUIDATION AND
DISSOLUTION IS APPROVED, YOU WILL BE SENT
INSTRUCTIONS REGARDING SURRENDER OF YOUR CERTIFICATES.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE. EVEN
IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING. ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE
IT IS EXERCISED BY FOLLOWING THE INSTRUCTIONS SET FORTH ON
PAGE 14 OF THE ACCOMPANYING PROXY STATEMENT. PLEASE NOTE,
HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER OR
OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST
OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.
PROXY
STATEMENT
TABLE OF
CONTENTS
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1
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3
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4
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16
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16
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21
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24
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24
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24
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24
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26
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26
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26
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26
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26
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27
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27
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28
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28
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29
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30
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32
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33
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34
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A-1
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ANNEX B Annual Report on
Form 10-K
of Technology Solutions Company (without exhibits)
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B-1
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SUMMARY
TERM SHEET
This summary term sheet briefly summarizes the most material
terms of the Plan of Complete Liquidation and Dissolution (the
Plan of Dissolution) detailed in this proxy
statement. You are urged to read this proxy statement, including
the annexes and the documents referred to in this proxy
statement, carefully.
In this proxy statement, the terms we,
us, our, TSC and the
Company refer to Technology Solutions Company and,
where appropriate, its subsidiaries.
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TSC Will Hold a Special Meeting of its Stockholders to
Consider Approving of the Plan of Dissolution and the Meeting
Adjournment Proposal, if Necessary (Page 13)
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Date, Time and Place (Page 13). A special
meeting of TSCs stockholders will be held at TSCs
offices located at 55 East Monroe Street, Suite 2600,
Chicago, Illinois 60603, on [ ], 2009 at
[ ], local time. At the special meeting, you
will be asked to consider and vote upon proposals to
(i) approve the Plan of Dissolution; (ii) adjourn the
special meeting, if necessary or appropriate, to permit further
solicitation of proxies if there are not sufficient votes at the
time of the special meeting to approve the Plan of Dissolution
(the Meeting Adjournment Proposal); and
(iii) transact such other business as may properly come
before the special meeting or any adjournments of the special
meeting.
Record Date and Voting (Page 13). Only
stockholders who hold shares of our common stock, par value
$0.01 per share (TSC common stock), at the close of
business on [ ], 2009, the record date for the
special meeting, will be entitled to vote at the special
meeting. Each share of TSC common stock outstanding on the
record date will be entitled to one vote on each matter
submitted to stockholders for approval at the special meeting.
As of March 27, 2009 there were 2,565,866 shares of
TSC common stock outstanding.
Vote Required (Page 14). Approval of the
Plan of Dissolution requires the affirmative vote of
[ ] shares of TSC common stock, being a
majority of the shares of TSC common stock outstanding on the
record date. Approval of the Meeting Adjournment Proposal
requires the affirmative vote of stockholders holding a majority
of the shares of TSC common stock present and entitled to vote
at the special meeting.
Share Ownership of Directors and Executive Officers
(Page 31). As of [ ], 2009,
the record date, our directors and executive officers
beneficially owned and are entitled to vote, in the aggregate,
26,790 shares of TSC common stock, representing
approximately 1.04% of the outstanding shares of TSC common
stock. Our directors and executive officers have informed us
that they intend to vote all of their shares FOR
the approval of the Plan of Dissolution and
FOR the Meeting Adjournment Proposal, if
necessary.
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The Proposed Plan of Dissolution (Page 16)
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At the special meeting, stockholders will be asked to consider
and vote upon a proposal to voluntarily dissolve and liquidate
the Company and, subject to the requirements of Delaware law,
which requires that we satisfy or make reasonable provision for
the satisfaction of our remaining liabilities, to distribute to
our stockholders available cash and non-cash assets. Our board
of directors (the Board) approved the Plan of
Dissolution, subject to stockholder approval, on
February 10, 2009. Delaware law provides that a corporation
may be dissolved upon approval and recommendation by the board
of directors of the corporation of a plan of dissolution,
followed by the approval of the plan by its stockholders.
Assuming that the Plan of Dissolution is approved by the
requisite vote of our stockholders at the special meeting and
any adjournments or postponements of the special meeting, we
intend to file a certificate of dissolution with the Secretary
of State of the State of Delaware (the Delaware Secretary
of State) as soon as reasonably practicable. The effect of
such filing would be that our corporate existence would
continue, but we would not be permitted to carry on any business
except that appropriate to wind up and liquidate our business
and affairs.
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Recommendation of the Board (Page 29)
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The Board has determined that the voluntary dissolution and
liquidation of the Company pursuant to the Plan of Dissolution
is advisable and in the best interests of TSC and its
stockholders. The Board unanimously recommends that you vote
FOR the approval of the Plan of Dissolution.
The Board reached its determination based on various factors, as
more fully described in this proxy statement. The Board also
recommends that you vote FOR the Meeting
Adjournment Proposal, if necessary.
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Timing and Amount of Distributions to Our Stockholders
(Page 22)
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1
The Plan of Dissolution provides for an initial liquidating cash
distribution as soon as practicable following approval of the
Plan of Dissolution by TSC stockholders. We currently expect
this initial cash distribution to be in the amount of at least
$2.00 per share. The amount of such initial cash distribution
could be higher if we are able to dispose of all or a
substantial portion of our assets promptly following approval of
the Plan of Dissolution. We may enter into agreements to sell
our assets subject to approval of the Plan of Dissolution by TSC
stockholders. After the initial cash distribution, we intend to
make additional liquidating distributions from time to time
following the filing of the certificate of dissolution. All
liquidating distributions will be made pro rata in accordance
with the respective number of shares of TSC common stock held of
record on the effective date of the certificate of dissolution.
Prior to making any liquidating distribution, the Board or the
trustee, if we have transferred our assets to a liquidating
trust, must have made a determination that reasonable provision
has been made for the prosecution, defense, settlement or other
resolution of claims and the satisfaction of all reasonably
ascertainable liabilities of the Company. We currently estimate
that, if we are able to dispose of substantially all of our
assets, the aggregate amount of all liquidating distributions
that we intend to pay to TSC stockholders will be in the range
of $2.39 to $2.60 per share of TSC common stock.
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How Outstanding Options Will Be Treated (Page 26)
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Options to acquire shares of TSC common stock granted under
various TSC stock incentive plans that are outstanding
immediately prior to the approval of the Plan of Dissolution,
vested or unvested, will be cancelled as of the date on which
our certificate of dissolution is filed with the Delaware
Secretary of State.
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Interests of Directors and Officers in the Plan of
Dissolution (Page 32)
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In considering the recommendation of the Board, you should be
aware that some of our directors and executive officers may have
interests in the Plan of Dissolution that are different from or
in addition to your interests as a stockholder and that may
present actual or potential conflicts of interest. The Board was
aware of these interests and considered them, among other
matters, in approving the Plan of Dissolution and the
transactions contemplated thereby and in determining to
recommend that TSCs stockholders vote FOR
the approval of the Plan of Dissolution. You should consider
these and other interests of our directors and executive
officers that are described in this proxy statement.
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How the Plan of Dissolution May Be Modified, Amended or
Abandoned (Page 21)
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TSC may modify, amend or abandon the Plan of Dissolution and the
transactions contemplated thereby without further action by
TSCs stockholders to the extent permitted by the Delaware
General Corporation Law, as amended (the DGCL), if,
for any reason, the Board determines that such action would be
in the best interests of the Company and its stockholders.
TSC may not modify, amend or abandon the Plan of Dissolution
under circumstances that would require additional stockholder
approval under the DGCL and/or the federal securities law or
NASDAQ Global Market requirements without complying with such
requirements.
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U.S. Tax Considerations For TSCs Stockholders
(Page 26)
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Generally, consideration paid to our stockholders pursuant to
the Plan of Dissolution will be taxable to our stockholders for
U.S. federal income tax purposes. A holder of TSC common
stock receiving cash pursuant to the Plan of Dissolution
generally will recognize gain or loss for U.S. federal
income tax purposes in an amount equal to the difference between
(i) the sum of the amount of cash distributed to them and
the aggregate fair market value (at the time of distribution) of
any property distributed to them (including transfers of assets
to a liquidating trust), and (ii) the holders
adjusted tax basis in their shares of TSC common stock.
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TSCs Stockholders Will Not Have Appraisal Rights
(Page 26)
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Under the applicable provisions of the DGCL, our stockholders
are not entitled to appraisal or dissenters rights with respect
to the Plan of Dissolution or the transactions contemplated
thereby.
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Other Information (Page 34)
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Additional information with respect to the Company and its
business, including financial information, is contained in the
Companys Annual Report on Form 10-K for the year
ended December 31, 2008, which is attached hereto as
Annex B.
2
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any statements in this proxy statement about future results of
operations, expectations, plans and prospects, including
statements regarding completion of the proposed liquidation and
dissolution, constitute forward-looking statements.
Forward-looking statements also include those preceded or
followed by the words anticipates,
believes, could, estimates,
expects, intends, may,
should, plans, targets
and/or
similar expressions. These forward-looking statements are based
on TSCs current estimates and assumptions and, as such,
involve uncertainty and risk. For each of these statements, we
claim the protection contained in Section 21E of the
Securities Exchange Act of 1934, as amended, referred to as the
Exchange Act in this proxy statement.
The forward-looking statements are not guarantees of future
performance, and actual results may differ materially from those
contemplated by these forward-looking statements. You should not
place undue reliance on these forward-looking statements, which
speak only as of the date of this proxy statement, or, in the
case of documents incorporated by reference or attached to this
proxy statement, as of the respective dates of such documents.
In addition to other factors and matters contained in this
document, we believe the following factors could cause actual
results to differ materially from those discussed in the
forward-looking statements:
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our ability to obtain stockholder approval of the Plan of
Dissolution;
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our ability to sell our non-cash assets in a timely manner or at
all pursuant to the proposed Plan of Dissolution;
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the price and other terms and conditions of sale of our non-cash
assets;
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our ability to prosecute, defend, settle or otherwise resolve
claims and demands and to make reasonable provision for the
satisfaction of liabilities and the costs of taking such actions;
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the risk that the expenses of implementing the Plan of
Dissolution may exceed our estimates;
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the risk that we may not have sufficient funds to continue to
operate our business and pursue other strategic alternatives if
the Plan of Dissolution is not approved;
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the highly speculative nature of any strategic alternatives that
may be available to us if the Plan of Dissolution is not
approved;
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the competitive nature of the markets in which we operate;
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a continuation of the current economic downturn or a change in
economic conditions;
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our ability to retain existing customers and to attract new
customers;
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our ability to retain qualified personnel;
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our anticipated operating losses;
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uncertainties regarding the availability of additional capital
and continued listing of TSC common stock on the NASDAQ Global
Market; and
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other risks and uncertainties described under the heading
Risk Factors set forth below and described in our
annual report on Form
10-K for the
year ended December 31, 2008, which is attached hereto as
Annex B, and other reports we may file with the Securities and
Exchange Commission.
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Except to the extent required under the federal securities laws,
TSC does not intend to update or revise the forward-looking
statements. In the event of any material change in any of the
information previously disclosed, we will, where relevant and if
required under applicable law, update such information through a
supplement to this proxy statement to the extent necessary.
3
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PLAN OF
DISSOLUTION
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Why am I receiving these materials? |
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You are receiving this proxy statement and proxy card because
you held shares of TSC common stock at the close of business on
[ ], 2009, the record date for the special
meeting, and are entitled to vote at the special meeting to be
held on [ ], 2009. The Board is providing these
proxy materials to give you information for use in determining
how to vote in connection with the special meeting of
stockholders. The enclosed proxy card allows you to vote your
shares by proxy without attending the special meeting. |
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When and where is the special meeting? |
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The special meeting will take place at TSCs offices
located at 55 East Monroe Street, Suite 2600, Chicago,
Illinois 60603, on [ ], 2009 at
[ ], local time. |
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What is the purpose of the special meeting? |
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At the special meeting, stockholders will consider and vote on a
proposal to approve the Plan of Dissolution, attached as
Annex A. Additionally, stockholders will consider and vote
on a proposal to adjourn the special meeting to another date,
time or place, if necessary in the judgment of the proxy
holders, for the purpose of soliciting additional proxies to
vote in favor of the proposed Plan of Dissolution. |
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What will happen if the Plan of Dissolution is approved? |
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Under the terms of the Plan of Dissolution, upon approval of the
Plan of Dissolution, the Company intends to file a certificate
of dissolution with the Delaware Secretary of State; cease all
of the Companys business except as appropriate to wind up
and liquidate its business and affairs; sell or otherwise
dispose of its non-cash assets; satisfy or resolve its remaining
liabilities and obligations; establish a contingency reserve or
otherwise make reasonable provision for the satisfaction of any
known, contingent or conditional liabilities, including by means
of insurance coverage or any other means that the Board
determines is reasonably calculated to provide for satisfaction
of the reasonably estimated amount of such liabilities; and make
one or more distributions to its stockholders of cash available
for distribution, subject to legal requirements. Additionally,
following stockholder approval of the Plan of Dissolution and
the filing of a certificate of dissolution, we intend to close
our stock transfer books, discontinue recording transfers of
shares of TSC common stock and delist TSC common stock from the
NASDAQ Global Market. |
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How does the Board recommend I vote? |
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The Board unanimously recommends that you vote
FOR the approval of the Plan of Dissolution
and FOR the Meeting Adjournment Proposal, if
necessary. |
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Why has the Board approved the Plan of Dissolution? |
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After considering a variety of factors, including (i) our
inability to identify an acceptable buyer, strategic alliance
partner or merger candidate; (ii) indications that, despite
significant cutbacks in our workforce, significant operating
losses would continue; (iii) the substantial accounting,
legal and other expenses associated with being a small
publicly-traded company in light of our existing and expected
revenues; (iv) prevailing negative economic conditions both
generally and within the healthcare provider market;
(v) the challenges that we would likely face in pursuing an
acquisition strategy that would accelerate our growth, including
competition for potential acquisition targets, our limited
financial resources and the difficulties in successfully
integrating acquisitions; and (vi) the possibility that our
common stock will be delisted from the NASDAQ Global Market in
the future if we do not meet the continued listing requirements
of the NASDAQ Global Market as a result of our stock price or
financial condition, the Board has determined that it would not
be advisable to continue to operate the Company on an
independent basis and that, considering these factors, a
decision to continue the development and marketing of our
software and services might ultimately jeopardize the assets
that might otherwise remain available to stockholders in a
liquidation. Accordingly, based on a thorough review of
strategic alternatives available to the Company as well as the
above factors, on February 10, 2009, the Board approved a
resolution approving the Plan of Dissolution. |
4
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Q: |
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What will happen if the Plan of Dissolution is not
approved? |
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A: |
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If the Plan of Dissolution is not approved by the stockholders,
the Board will continue to explore what, if any, alternatives
are then available for the future of the Company. We believe
that the value of our business has been materially adversely
impacted after the announcement of the recommendation by the
Board of the approval of the Plan of Dissolution. In particular,
pending our stockholders vote on the Plan of Dissolution,
we have limited our normal business operations, except as
necessary to fulfill our existing contractual obligations or
maintain the value of assets available for sale. As a result, we
believe that many, if not all, of our customers, including our
major customers, will transition their business to our
competitors. Therefore, if our stockholders do not approve the
Plan of Dissolution, we might not be able to continue to operate
our business as it existed prior to the announcement of the
Boards recommendation of the Plan of Dissolution and we
might not be able to operate our business at all. In addition,
the Company has received notice from The NASDAQ Stock Market
that the Company is not currently in compliance with the listing
rules of the NASDAQ Global Market based on its
stockholders equity as of December 31, 2008. If The
NASDAQ Stock Market does not grant the Company an exception
period to regain compliance, or if the Company is not in
compliance at the end of such exception period, TSC common stock
may be delisted from the NASDAQ Global Market. |
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Q: |
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What will stockholders receive in the liquidation? |
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A: |
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Because of the uncertainties as to the precise net realizable
value of our assets that we have not yet sold and the ultimate
settlement amount of our liabilities, it is impossible to
predict with certainty the aggregate net value which will
ultimately be distributed to our stockholders. However, the Plan
of Dissolution provides for an initial cash distribution upon
approval of the Plan of Dissolution by TSC stockholders of an
amount currently estimated to be at least $2.00 per share. |
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We are unable at this time to predict the precise nature, amount
and timing of any distributions which may be made after the
initial distribution, due in part to our inability to predict
the net value of our non-cash assets and the ultimate amount of
our liabilities, many of which have not been settled.
Additionally, we may incur additional liabilities arising out of
contingent claims that are not yet reflected as liabilities on
our balance sheet. At this time, we are unable to predict what
amount, if any, may be paid on these contingent claims. We
currently estimate that if we are able to dispose of
substantially all of our assets, the aggregate amount of all
liquidating distributions that we intend to pay to TSC
stockholders will be in the range of $2.39 to $2.60 per share of
TSC common stock. |
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Q: |
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Do I have dissenters rights? |
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No. Under Delaware law, stockholders will not have
dissenters appraisal rights with respect to the Plan of
Dissolution. |
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Q: |
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When will stockholders receive payment of any available
liquidation proceeds? |
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The Plan of Dissolution provides for an initial cash
distribution as soon as practicable following approval of the
Plan of Dissolution by TSC stockholders. After the initial cash
distribution, we intend to make additional liquidating
distributions from time to time following the filing of the
certificate of dissolution. All liquidating distributions will
be made pro rata in accordance with the respective number of
shares of TSC common stock held of record on the effective date
of our certificate of dissolution. Prior to making any
liquidating distribution, the Board or the trustee, if we have
transferred our assets to a liquidating trust, must have made a
determination that reasonable provision has been made for the
prosecution, defense, settlement or other resolution of claims
and the satisfaction of the reasonably ascertainable amount of
all liabilities of the Company. Additionally, if we are unable
to sell our non-cash assets, if the proceeds of the sales of our
non-cash assets are less than anticipated, if we are unable to
settle or otherwise resolve existing claims for the amounts
anticipated or if unanticipated claims are made against us,
distributions to stockholders, if any, may be delayed and made
over a longer period of time. |
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Q: |
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What vote is required to approve the Plan of Dissolution? |
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A: |
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Approval of the Plan of Dissolution requires the affirmative
vote of a majority of the shares of TSC common stock outstanding
on the record date. As of the record date, there were
[ ] shares outstanding, of which the
directors and executive officers of TSC beneficially owned and
are entitled to vote, in the aggregate, 26,790 shares,
representing 1.04% of the outstanding shares. The directors and
executive officers have informed TSC that they intend to vote
all of their shares of TSC common stock FOR
the approval of the Plan of Dissolution. |
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Q: |
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Do directors and officers have interests in the Plan of
Dissolution that differ from mine? |
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A: |
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In considering the Boards recommendation to approve the
Plan of Dissolution, you should be aware that some of the
directors and officers may have interests that are different
from or in addition to your interests as a stockholder,
including compensation and benefits payable as a result of
termination of employment or other events, an indemnification
insurance policy purchased for the benefit of directors and
officers and/or our continuing indemnification obligations to
directors. For a detailed description of the interests of
directors and officers that differ from yours, see
Interests of Directors and Officers in the Plan of
Dissolution. |
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Q: |
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Can I still sell my shares? |
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Yes, TSC common stock is currently listed on the NASDAQ Global
Market and currently you may sell your shares on this trading
market. However, if the Plan of Dissolution is approved by
stockholders, the Board intends to delist TSC common stock from
trading on the NASDAQ Global Market as soon as practicable after
such stockholder approval and ultimately close our stock
transfer books. Thereafter, certificates representing shares of
TSC common stock will not be assignable or transferable on our
books except by will, intestate succession or operation of law. |
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Q: |
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How do I vote my shares of TSC common stock? |
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A: |
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Before you vote, you should carefully read and consider the
information contained in this proxy statement. You should also
determine whether you hold your shares of TSC common stock
directly in your name as a registered stockholder (which would
mean that you are a stockholder of record) or
through a broker or other nominee, because this will determine
the procedure that you must follow in order to vote. You are a
registered holder of TSC common stock if you hold your TSC
common stock as a stockholder of record in certificate form or
if you hold your TSC common stock in your name directly with our
transfer agent, BNY Mellon Shareowner Services. If you are a
registered holder of TSC common stock, you may vote in any of
the following ways: |
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in person at the special meetingcomplete, date
and sign the enclosed proxy card and bring it to the special
meeting;
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by mailcomplete, date and sign the enclosed
proxy card and return it to BNY Mellon Shareowner Services in
the enclosed postage paid return envelope as soon as possible; or
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by telephone or over the Internetfollow the
instructions included with the enclosed proxy card. If you vote
by telephone or over the Internet, you do not need to return the
enclosed proxy card.
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If you are a non-registered holder of shares of TSC common stock
(which for purposes of this proxy statement means that your
shares are held in street name), you should instruct
your broker or other nominee to vote your shares by following
the instructions provided by your broker or other nominee. You
may vote in person at the special meeting if you obtain written
authorization in your name from your broker or other nominee and
bring evidence of your stock ownership from your broker or other
nominee. Please contact your broker or other nominee to
determine how to vote by mail and whether you will be able to
vote by telephone or over the Internet. |
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Q: |
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What happens if I return my proxy card but I do not indicate
how to vote? |
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A: |
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If you properly return your proxy card, but do not include
instructions on how to vote, your shares of TSC common stock
will be voted FOR the approval of the Plan of
Dissolution and FOR the approval of the
Meeting Adjournment Proposal, if necessary. TSCs
management does not currently intend to bring any other
proposals to the special meeting. If other proposals requiring a
vote of stockholders are brought |
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before the special meeting in a proper manner, the persons named
in the enclosed proxy card intend to vote the shares they
represent in accordance with their best judgment. |
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Q: |
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What happens if I abstain from voting on a proposal? |
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A: |
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If you return your proxy card with instructions to abstain from
voting on either proposal, your shares will be counted for
determining whether a quorum is present at the special meeting.
An abstention with respect to either proposal has the legal
effect of a vote AGAINST the proposal. |
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Q: |
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What happens if I do not return a proxy card or otherwise do
not vote? |
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A: |
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Your failure to return a proxy card or otherwise vote will mean
that your shares will not be counted toward determining whether
a quorum is present at the special meeting and will have the
legal effect of a vote AGAINST the proposal
to approve the Plan of Dissolution. Such failure will have no
legal effect with respect to the vote on the Meeting Adjournment
Proposal. |
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Q: |
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May I change my vote after I have mailed my signed proxy card
or otherwise submitted my vote? |
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A: |
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Yes. You can change your vote at any time before your shares are
voted at the special meeting. If you are a registered holder of
TSC common stock, you can do this in any of the following ways: |
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by sending a written notice to BNY Mellon Shareowner
Services at the address specified below stating that you would
like to revoke your proxy;
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by completing and delivering a later-dated proxy
card by mail to BNY Mellon Shareowner Services at the address
specified below;
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by providing subsequent telephone or Internet voting
instructions; or
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by attending the special meeting and voting in
person. Your attendance at the special meeting alone will not
revoke your proxy. You must also vote at the special meeting in
order to revoke your previously submitted proxy.
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You should send any notice of revocation or your completed new,
later-dated proxy card, as the case may be, to BNY Mellon
Shareowner Services at 200 West Monroe Street,
Suite 1590, Chicago, Illinois, 60606. |
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If your shares are held in street name, you must
contact your broker or other nominee and follow the directions
provided to you in order to change your vote. |
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Q: |
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If my broker or other nominee holds my shares in street
name, will my broker or other nominee vote my shares for
me? |
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A: |
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Your broker or other nominee will not be able to vote your
shares of TSC common stock unless you have properly instructed
your broker or other nominee on how to vote. If you do not
provide your broker or other nominee with voting instructions,
your shares may be considered present at the special meeting for
purposes of determining a quorum, but will have the legal effect
of a vote AGAINST the proposal to approve the
Plan of Dissolution and the Meeting Adjournment Proposal, if
necessary. |
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Q: |
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What does it mean if I receive more than one set of
materials? |
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A: |
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This means you own shares of TSC common stock that are
registered under different names. For example, you may own some
shares directly as a stockholder of record and other shares
through a broker or you may own shares through more than one
broker. In these situations, you will receive multiple sets of
proxy materials. You must complete, sign, date and return all of
the proxy cards or follow the instructions for any alternative
voting procedure on each of the proxy cards that you receive in
order to vote all of the shares you own. Each proxy card you
receive comes with its own prepaid return envelope; if you vote
by mail, make sure you return each proxy card in the return
envelope that accompanies that proxy card. |
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Q: |
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When do you expect the dissolution process to be
completed? |
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A: |
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Upon approval of the Plan of Dissolution, the Company will work
toward an orderly wind down of its business and operations.
Subject to stockholder approval of the Plan of Dissolution, the
Company currently |
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expects to file a certificate of dissolution as soon as
reasonably practicable following stockholder approval of the
Plan of Dissolution and expects to have the majority of its
business operations completed by that time. Additionally,
pursuant to the DGCL, our corporate existence will continue for
a period of at least three years, but we would not be permitted
to carry on any business except that appropriate to wind up and
liquidate our business and affairs. |
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Q: |
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Should I send in my stock certificates now? |
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A: |
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No. You should not forward your stock certificates before
receiving instructions to do so. As a condition to the receipt
of any distribution to the stockholders, the Board, in its
discretion, may require stockholders to (i) surrender their
certificates evidencing their shares of TSC common stock to us
or (ii) furnish us with evidence satisfactory to the Board
of the loss, theft or destruction of such certificates, together
with such surety bond or other security or indemnity as may be
required by and satisfactory to the Board. If surrender of stock
certificates will be required following the dissolution, we will
send you written instructions regarding such surrender. Any
distributions otherwise payable by us to stockholders who have
not surrendered their stock certificates, if requested to do so,
may be held in trust for such stockholders, without interest,
pending the surrender of such certificates (subject to escheat
pursuant to the law relating to unclaimed property). |
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Q: |
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What are the tax consequences of the liquidation? |
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A: |
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Generally, as a result of our liquidation, for U.S. federal
income tax purposes stockholders will recognize gain or loss in
an amount equal to the difference between (i) the sum of
the amount of cash distributed to them and the aggregate fair
market value (at the time of the distribution) of any property
distributed to them (including transfers of assets to a
liquidating trust), and (ii) their adjusted tax basis for
their shares of our capital stock. A stockholders tax
basis in his or her shares will depend upon various factors,
including the stockholders cost and the amount and nature
of any distributions received with respect thereto. Any loss
will generally be recognized only when the final distribution
from us has been received (including transfers of assets to a
liquidating trust), which could be as long as three years after
the date that the Plan of Dissolution is approved. |
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A brief summary of the material U.S. federal income tax
consequences of our liquidation and dissolution appears on
page 26 of this proxy statement. Tax consequences to
stockholders may differ depending on their circumstances. You
should consult your tax advisor as to the tax effect of your
particular circumstances. |
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Q: |
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What do stockholders need to do now? |
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A: |
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After carefully reading and considering the information
contained in this proxy statement, each stockholder should vote
by Internet or by telephone or complete, sign and date his or
her proxy and return it in the enclosed return envelope as soon
as possible so that his or her shares may be represented at the
special meeting. A majority of shares entitled to vote must be
represented at the special meeting to enable us to conduct
business at the special meeting. |
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Q: |
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Who can help answer my questions? |
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A: |
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If you would like additional copies, without charge, of this
proxy statement or if you have questions about the Plan of
Dissolution or the transactions contemplated thereby, including
the procedures for voting your shares, you should contact
Timothy G. Rogers, our Senior Vice President, Chief Financial
Officer and Secretary, by phone at
(312) 228-4848
or by mail at Technology Solutions Company, 55 East Monroe
Street, Suite 2600, Chicago, Illinois 60603. |
8
RISK
FACTORS
Our
stockholders may not approve the Plan of
Dissolution.
Our liquidation and dissolution in accordance with the Plan of
Dissolution is dependent upon approval by our stockholders. If
our stockholders fail to approve the Plan of Dissolution, we
will then evaluate the alternatives available to us at that
time, including, but not limited to, continuing to operate our
business or selling our business, non-cash assets or the
Company. We believe the announcement of the recommendation by
the Board of the approval of the Plan of Dissolution and the
filing of this proxy statement will result in the loss of
customers, suppliers and other business relationships. Pending
our stockholders vote on the Plan of Dissolution, we have
limited our normal business operations to such operations as are
necessary to fulfill outstanding contractual obligations or
maintain the value of assets available for sale. As a result, we
believe that many, if not all, of our customers, including our
major customers, will transition their business to our
competitors. Therefore, if our stockholders fail to approve the
Plan of Dissolution, our business will be materially and
adversely impacted and we might not be able to continue to
operate our business as it existed prior to the recommendation
of the approval of the Plan of Dissolution by the Board and
might not be able to operate our business at all.
Our
anticipated timing of the liquidation and dissolution may not be
achieved.
As soon as practicable after the special meeting, if our
stockholders approve the Plan of Dissolution, we intend to file
a certificate of dissolution with the Delaware Secretary of
State and sell and monetize our remaining non-cash assets. There
are a number of factors that could delay our anticipated
timetable, including, but not limited to, the following:
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lawsuits or other claims asserted against us;
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legal, regulatory or administrative delays;
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inability to sell and monetize or delays in selling and
monetizing certain non-cash assets on terms acceptable to us;
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delays in settling our remaining liabilities; and
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delays in liquidating and dissolving subsidiaries in domestic
and foreign jurisdictions.
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We
cannot determine with certainty the amount of distributions to
stockholders.
We cannot determine at this time the amount of distributions to
our stockholders pursuant to the Plan of Dissolution. This
determination depends on a variety of factors, including, but
not limited to, the amount required to satisfy or settle known
and unknown liabilities, and other contingent liabilities, the
net proceeds, if any, from the sale and monetization of our
remaining non-cash assets, including our accounts receivable,
and other factors. Examples of uncertainties that could reduce
the value of or eliminate distributions to our stockholders
include unanticipated costs relating to:
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the defense, satisfaction or settlement of lawsuits or other
claims that may be made or threatened against us in the future;
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delays in our liquidation and dissolution, including due to our
inability to sell and monetize non-cash assets or settle
claims; and
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delays in our liquidating and dissolving subsidiaries in
domestic and foreign jurisdictions.
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As a result, we cannot determine with certainty the amount of
distributions to our stockholders.
We may
not be able to settle all of our liabilities to
creditors.
We have current and future liabilities to creditors. Our
estimated distribution to stockholders takes into account all of
our known liabilities and certain possible contingent
liabilities and our best estimate of the
9
amount reasonably required to satisfy such liabilities. As part
of the wind-down process, we will attempt to settle all
liabilities with our creditors. We cannot assure you that
unknown liabilities that we have not accounted for will not
arise, that we will be able to settle all of our liabilities or
that they can be settled for the amounts we have estimated for
purposes of calculating the range of distribution to
stockholders. If we are unable to reach an agreement with a
creditor relating to a liability, that creditor may bring a
lawsuit against us. Amounts required to settle liabilities or
defend lawsuits in excess of the amounts estimated by us will
reduce the amount of net proceeds available for distribution to
stockholders.
Stockholders
could be liable to the extent of liquidating distributions
received if contingent reserves are insufficient to satisfy our
liabilities.
If we fail to create an adequate contingency reserve for payment
of our expenses and liabilities, or if we transfer our assets to
a liquidating trust and the contingency reserve and the assets
held by the liquidating trust are less than the amount
ultimately found payable in respect of expenses and liabilities,
each stockholder could be held liable for the payment to
creditors of such stockholders pro rata portion of the
deficiency, limited, however, to the amounts previously received
by the stockholder in distributions from us or the liquidating
trust. Accordingly, you could be required to return some or all
distributions made to you. In such an event, you could receive
nothing under the Plan of Dissolution.
If a court holds at any time that we have failed to make
adequate provision for our expenses and liabilities or if the
amount ultimately required to be paid in respect of such
liabilities exceeds the amount available from the contingency
reserve and the assets of the liquidating trust, if any, our
creditors could seek an injunction against the making of
distributions under the Plan of Dissolution on the grounds that
the amounts to be distributed are needed to provide for the
payment of our expenses and liabilities. Any such action could
delay or substantially diminish the cash distributions to be
made to stockholders
and/or
holders of beneficial interests of the liquidating trust under
the Plan of Dissolution.
If our
stockholders do not approve the Plan of Dissolution, our
resources may diminish completely.
If our stockholders do not approve the Plan of Dissolution, the
Board will explore what, if any, strategic alternatives are
available for the future of the Company. Other possible
alternatives include seeking to raise capital from the sale of
securities, which could result in substantial dilution to our
existing stockholders, selling all of our stock or assets,
changing our business focus, expanding the scope of our business
through relationships with third parties, or seeking voluntary
dissolution at a later time and with potentially diminished
assets. There can be no assurance that any of these alternatives
would result in greater stockholder value than the proposed Plan
of Dissolution. Moreover, any alternative we select may have
unanticipated negative consequences, and we will face a number
of risks, including the following:
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We are likely to continue to incur net losses from the operation
of our business. Moreover, our business may be negatively
impacted by our announced intent to liquidate and dissolve the
Company, which may cause our customers to transition to our
competitors. For this and other reasons, including the current
economic crisis, our net losses may increase in the future if we
continue to operate our business and could consume a material
amount of our remaining cash resources.
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Any financing we may require to continue our operations or to
acquire another business may not be available on acceptable
terms, if at all, particularly in light of the current economic
crisis. Any financing we are able to obtain may substantially
dilute the interests of our current stockholders.
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We would continue to incur expenses associated with being a
public reporting company, including ongoing Securities and
Exchange Commission (the SEC) reporting obligations.
These expenses would accelerate the depletion of our existing
cash resources.
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Prior to the public announcement of the decision of the Board to
approve the Plan of Dissolution, the trading price of TSC common
stock on the NASDAQ Global Market was in danger of failing to
satisfy the NASDAQ Global Markets $1.00 minimum bid price
requirement. If our stockholders do not approve the Plan of
Dissolution, we believe that the price of TSC common stock could
fall below the
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$1.00 minimum bid price requirement and that TSC common stock
could eventually be delisted from the NASDAQ Global Market. In
addition, on March 16, 2009, we received notice from The
NASDAQ Stock Market that the Company, based on its consolidated
financial statements for the year ended December 31, 2008,
no longer satisfies Marketplace Rule 4450(a)(3) (the
Rule), which requires an issuer to have
stockholders equity of at least $10 million. In
response to this notice, we have submitted a request to The
NASDAQ Stock Market for an exception to the Rule in light of the
Plan of Dissolution. If the exception is granted, The NASDAQ
Stock Market may allow the Company a period of up to 105
calendar days to regain compliance with the Rule. If The NASDAQ
Stock Market does not grant the Company an the exception, or if
the exception is granted and the Plan of Dissolution is not
approved at the special meeting, no assurances can be given that
we will be able to achieve compliance with the Rule, in which
case TSC common stock may be delisted from the NASDAQ Global
Market. Subsequent to any delisting of TSC common stock from the
NASDAQ Global Market, trading of TSC common stock most likely
would be conducted in the
over-the-counter
market on an electronic bulletin board established for unlisted
securities, such as the Pink Sheets or the OTC
Bulletin Board. Such trading would reduce the market
liquidity of TSC common stock and an investor would find it more
difficult to dispose of, or obtain accurate quotations for the
price of, TSC common stock.
Stockholders
may not be able to recognize a loss for federal income tax
purposes until they receive a final distribution from
us.
As a result of our liquidation and dissolution, for
U.S. federal income tax purposes, stockholders will
recognize gain or loss equal to the difference between
(i) the sum of the amount of cash distributed to them and
the aggregate fair market value at the time of distribution of
any property distributed to them (including transfers of assets
to a liquidating trust), and (ii) their adjusted tax basis
in their shares of our capital stock. Any loss may generally be
recognized only when the final distribution has been received
(including transfers of assets to a liquidating trust) from us
and we are unable, at this time, to predict when any final
distribution would be made.
In
connection with the proposed liquidation and dissolution, our
stock transfer books will close, after which it may not be
possible for stockholders to trade in or transfer TSC common
stock.
In connection with the proposed liquidation and dissolution, we
intend to delist TSC common stock from the NASDAQ Global Market,
close our stock transfer books and discontinue recording
transfers of TSC common stock at which time common stock and
stock certificates evidencing TSC common stock will not be
assignable or transferable on our books except by will,
intestate succession or operation of law.
We
expect to terminate registration of TSC common stock under the
Exchange Act, which will substantially reduce publicly-available
information about the Company.
TSC common stock is currently registered under the Exchange Act,
which requires that we, and our officers and directors with
respect to Section 16 of the Exchange Act, comply with
certain public reporting and proxy statement requirements
thereunder. Compliance with these requirements is costly and
time-consuming.
We anticipate that, if our stockholders approve the Plan of
Dissolution, in order to curtail expenses, we will, after filing
a certificate of dissolution, discontinue making filings under
the Exchange Act. However, we anticipate that we will continue
to file with the SEC current reports on
Form 8-K
to disclose material events relating to our liquidation and
dissolution until the effectiveness of the termination of the
registration of TSC common stock by filing a Form 15 with
the SEC.
No
further stockholder approval will be required.
Approval of the Plan of Dissolution and the actions contemplated
thereby requires the affirmative vote of a majority of the votes
cast at a meeting of stockholders duly called at which a quorum
is present. If our stockholders approve the Plan of Dissolution,
we will be authorized to cease operations, sell, license or
otherwise dispose of our non-cash assets and dissolve the
Company and its subsidiaries without further approval of our
stockholders, unless required to do so by Delaware law.
11
The
Board may abandon or delay implementation of the Plan of
Dissolution even if approved by our stockholders.
Even if our stockholders approve the Plan of Dissolution, the
Board has reserved the right, in its discretion, to the extent
permitted by Delaware law, to abandon or delay implementation of
the Plan of Dissolution, in order, for example, to permit us to
pursue new business opportunities or strategic transactions.
We may
be the potential target of an acquisition.
Until we dissolve and terminate registration of TSC common
stock, we will continue to exist as a public company. We could
become an acquisition target, through a hostile tender offer or
other means, as a result of our business operations, non-cash
assets, cash holdings or for other reasons. If we become the
target of a successful acquisition, the Board could potentially
decide to either delay or, subject to applicable Delaware law,
abandon the Plan of Dissolution, and our stockholders may not
receive any proceeds that would have otherwise been distributed
in connection with the proposed liquidation and dissolution.
Our
board members may have a potential conflict of interest in
recommending approval of the Plan of Dissolution.
Because of the compensation and benefits payable as a result of
termination of employment or other events, an indemnification
insurance policy purchased for the benefit of directors and
officers
and/or our
continuing indemnification obligations to directors, our
directors and officers may be deemed to have a potential
conflict of interest in recommending approval of the Plan of
Dissolution. See Interests of Directors and Officers in
the Plan of Dissolution.
12
THE
SPECIAL MEETING
General
The enclosed proxy is solicited on behalf of the Board for use
at a special meeting of stockholders to be held on
[ ], 2009, at [ ], local time,
or at any adjournments of the special meeting, for the purposes
set forth in this proxy statement and in the accompanying notice
of special meeting. The special meeting will be held at
TSCs offices located at 55 East Monroe Street,
Suite 2600, Chicago, Illinois 60603. TSC intends to mail
this proxy statement and the accompanying proxy card on or about
[ ], 2009 to all stockholders entitled to vote
at the special meeting.
At the special meeting, stockholders will be asked to consider
and vote upon proposals to:
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approve the Plan of Dissolution;
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adjourn the special meeting if necessary or appropriate to
permit further solicitation of proxies if there are not
sufficient votes at the time of the special meeting to approve
the Plan of Dissolution; and
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transact such other business as may properly come before the
special meeting or any adjournments of the special meeting.
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TSC does not expect a vote to be taken on any other matters at
the special meeting. If any other matters are properly presented
at the special meeting for consideration, however, the holders
of the proxies, if properly authorized, will have discretion to
vote on these matters in accordance with their best judgment.
Record
Date and Voting Information
Stockholders of record of TSC common stock at the close of
business on [ ], 2009, the record date for the
special meeting, are entitled to notice of, and to vote at, the
special meeting and any adjournments thereof. At the close of
business on the record date, [ ] shares of
TSC common stock were outstanding and entitled to vote. A list
of stockholders will be available for review at TSCs
executive offices located at 55 East Monroe Street,
Suite 2600, Chicago, Illinois 60603 during ordinary
business hours for a period of ten days prior to the date of the
special meeting and will be available for review at the special
meeting or any adjournment thereof. Each holder of record of TSC
common stock on the record date will be entitled to one vote on
each matter submitted to stockholders for approval at the
special meeting for each share held. If you sell or transfer
your shares of TSC common stock after the record date but before
the special meeting, you will transfer the right to any amounts
distributed to TSC stockholders pursuant to the Plan of
Dissolution, if the Plan of Dissolution is approved, to the
person to whom you sell or transfer your shares, but you will
retain your right to vote at the special meeting.
All votes will be tabulated by the inspector of election
appointed for the special meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker
non-votes. Brokers who hold shares in street name
for clients typically have the authority to vote on
routine proposals when they have not received
instructions from beneficial owners. Absent specific
instructions from the beneficial owner of the shares, however,
brokers are not allowed to exercise their voting discretion with
respect to the approval of non-routine matters, such as approval
of the Plan of Dissolution. Proxies submitted without a vote by
brokers on these matters are referred to as broker
non-votes. Broker non-votes will be treated in the same
manner, and have the same effect, as abstentions.
Quorum
Shares entitled to vote at the special meeting may take action
on a matter at the special meeting only if a quorum of those
shares exists with respect to that matter. Accordingly, the
presence in person or by proxy of the holders of shares of stock
having a majority of the votes that could be cast by the holders
of all outstanding shares of TSC common stock entitled to vote
at the special meeting is necessary and sufficient to constitute
a quorum for the transaction of business at the special meeting.
If a share is represented for any purpose at the special
meeting, other than for the purpose of objecting to the special
meeting or the transacting
13
of business at the special meeting, it will be deemed present
for purposes of determining whether a quorum exists.
Any shares of TSC common stock held in treasury by TSC are not
considered to be outstanding on the record date or otherwise
entitled to vote at the special meeting for purposes of
determining a quorum.
Shares represented by proxies reflecting abstentions and
properly executed broker non-votes are counted for purposes of
determining whether a quorum exists at the special meeting.
Required
Vote; Effect of Abstentions and Broker Non-Votes
The affirmative vote of [ ] shares of TSC
common stock, being a majority of the shares of TSC common stock
outstanding on the record date, is required to approve the Plan
of Dissolution and the transactions contemplated thereby.
Approval of the meeting adjournment proposal requires the
affirmative vote of a majority of the shares of TSC common stock
present and entitled to vote at the special meeting.
As of [ ], 2009, the record date, the directors
and current executive officers of TSC beneficially owned and are
entitled to vote, in the aggregate, 26,790 shares of TSC
common stock, representing approximately 1.04% of the
outstanding shares of TSC common stock. The directors and
current executive officers have informed TSC that they intend to
vote all of their shares of TSC common stock FOR
the approval of the Plan of Dissolution and
FOR the approval of the Meeting Adjournment
Proposal, if necessary.
Proxies that reflect abstentions and broker non-votes, as well
as proxies that are not returned, will have the same effect as a
vote AGAINST approval of the Plan of
Dissolution. In the case of the Meeting Adjournment Proposal, a
vote to abstain will have the same effect as a vote
AGAINST the Meeting Adjournment Proposal. A
failure to vote, including a broker non-vote, will have no
effect on the outcome of the Meeting Adjournment Proposal.
If the special meeting is adjourned or postponed for any reason,
at any subsequent reconvening of the special meeting, all
proxies will be voted in the same manner as they would have been
voted at the original convening of the meeting, except for any
proxies that have been revoked or withdrawn.
Voting by
Proxy; Revocation of Proxies
After carefully reading and considering the information
contained in this proxy statement, each stockholder of record of
TSC common stock should either complete, date and sign the
enclosed proxy card and mail the proxy card in the enclosed
postage pre-paid return envelope, or submit a proxy by telephone
or over the Internet by following the instructions included with
the enclosed proxy card, in each case, as soon as possible so
that those shares of TSC common stock may be voted at the
special meeting, even if such holder plans to attend the special
meeting in person. Submitting a proxy now will not limit your
right to vote at the special meeting if you decide to attend in
person. If your shares are held of record in street
name by a broker or other nominee and you wish to vote in
person at the special meeting, you must obtain from the record
holder a proxy issued in your name. Your broker or other nominee
may also permit proxy submission by telephone or over the
Internet. Please contact your broker or nominee to determine how
to vote your proxy.
Proxies received at any time before the special meeting and not
revoked or superseded before being voted will be voted at the
special meeting. If the proxy indicates a specification, it will
be voted in accordance with the specification. If no
specification is indicated, the proxy will be voted
FOR approval of the Plan of Dissolution and
FOR the Meeting Adjournment Proposal. A
properly executed proxy gives the persons named as proxies on
the proxy card authority to vote in their discretion with
respect to any other business that may properly come before the
meeting or any adjournment of the meeting.
Any person giving a proxy pursuant to this solicitation has the
power to revoke and change it at any time before it is voted. If
you have not voted through a broker or other nominee, you may
revoke your proxy before it is voted by:
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requesting a duplicate proxy card from BNY Mellon Shareowner
Services at
(800) 288-9541
in order to recast your vote;
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voting again by Internet or telephone; or
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attending the special meeting and voting in person; however,
attendance at the special meeting will not, by itself, revoke a
proxy.
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If you have given voting instructions to a broker or other
nominee that holds your shares in street name, you
may revoke those instructions by following the directions given
by the broker or other nominee. If your broker or nominee allows
you to submit a proxy by telephone or through the Internet, you
may be able to change your vote by submitting a proxy again by
telephone or through the Internet.
Please do not send in stock certificates at this time. If the
Plan of Dissolution is approved, the Board may elect to require
all TSC stockholders to surrender their existing TSC stock
certificates as a condition to receipt of any distribution from
the Company. If the Board makes such election, you will receive
further instructions regarding the surrender of your stock
certificates.
Expenses
of Proxy Solicitation
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board. TSC will bear the entire
expense of soliciting proxies, including the cost of preparing,
printing and mailing this proxy statement, the notice of the
special meeting of stockholders, the enclosed proxy card and any
additional information furnished to stockholders. Copies of
solicitation materials will also be furnished to banks,
brokerage houses, fiduciaries and custodians holding in their
names shares of TSC common stock beneficially owned by others to
forward to these beneficial owners. TSC may reimburse persons
representing beneficial owners of TSC common stock for their
costs of forwarding solicitation materials to the beneficial
owners. In addition to the solicitation of proxies by mail,
solicitation may be made personally, by telephone and by fax,
and we may pay persons holding shares for others their expenses
for sending proxy materials to their principals. In addition to
solicitation by the use of the mails, proxies may be solicited
by our directors, officers and employees in person or by
telephone,
e-mail or
other means of communication. No additional compensation will be
paid to our directors, officers or employees for their services.
Householding
Some brokers and other nominee record holders may be
participating in the practice of householding proxy
statements and annual reports. Accordingly, in some instances,
only one copy of this proxy statement is being delivered to
multiple stockholders sharing an address. If any beneficial
owner at such an address wishes to discontinue householding and
receive a separate copy of the proxy statement, they should
notify their broker. Beneficial owners sharing an address to
which a single copy of the proxy statement was delivered can
also request prompt delivery of a separate copy of the proxy
statement by contacting us at Technology Solutions Company,
Attn: Timothy G. Rogers, Senior Vice President, Chief Financial
Officer and Secretary, 55 East Monroe Street,
Suite 2600, Chicago, Illinois, 60603,
(312) 228-4848.
Adjournments
If the special meeting is adjourned to a different place, date
or time, TSC need not give notice of the new place, date or time
if the new place, date or time is announced at the meeting
before adjournment, unless the adjournment is for more than
30 days or a new record date is or must be set for the
adjourned meeting.
Attending
the Special Meeting
In order to attend the special meeting in person, you must be a
stockholder of record on the record date, hold a valid proxy
from a record holder or be an invited guest of TSC. You will be
asked to provide proper identification at the registration desk
on the day of the meeting or any adjournment of the meeting.
15
PROPOSAL ONE:
APPROVAL OF THE PLAN OF DISSOLUTION
General
At the special meeting, TSCs stockholders will be asked to
approve the voluntary dissolution and liquidation of the Company
pursuant to the Plan of Dissolution. The Plan of Dissolution was
approved by the Board, subject to stockholder approval, on
February 10, 2009. A copy of the Plan of Dissolution is
attached as Annex A to this proxy statement and
incorporated herein by reference. Certain material features of
the Plan of Dissolution are summarized below. Stockholders are
urged to carefully read the Plan of Dissolution in its entirety.
Background
and Reasons for the Plan of Dissolution
Business
TSC was incorporated in Delaware in 1988 and our executive
offices are located at 55 East Monroe Street, Suite 2600,
Chicago, Illinois 60603. We provide specialized business
solutions to the healthcare market and our clients are based
mainly in the United States and are typically hospital systems
with between $250 million and $2 billion in annual
revenue. Our assessment process evaluates and identifies
opportunities to create value at all points across the
enterprise, reducing inefficiencies and improving customer
experience. Our digital imaging capabilities and expertise help
healthcare providers optimize workflow, reduce the high
recurring expense of film and ensure that disparate clinical
information systems communicate across the enterprise.
Background
In recent years, as part of its periodic review of the
Companys business and operations and in light of the
Companys losses from its continuing operations for the
past several years, the Board has reviewed the strategic
alternatives available to the Company, including continuing to
operate as a small public company, pursuing acquisition
opportunities, pursuing a strategic transaction with a larger
information technology company or pursuing a going private
transaction with a financial buyer. In December 2006 Milton G.
Silva-Craig
joined the Company as President and Chief Executive Officer with
the goal of shifting the strategic focus of the Company to offer
software and services to the healthcare provider market.
In the spring of 2007, the Company was approached by a private
equity firm (Party A) which expressed an interest in
acquiring the Company. The Board formed a Special Committee to
explore a possible transaction. The Special Committee engaged
Conway, Del Genio and Gries & Co. (CDG) to
serve as financial advisor to the Special Committee in assessing
the various strategic alternatives available to the Company and
engaged legal counsel to advise the Special Committee. The
Special Committee authorized CDG and management to commence
discussions with Party A and also authorized CDG to solicit
indications of interest in a possible transaction involving the
Company from prospective parties. In the summer of 2007, as
discussions with Party A continued, CDG contacted numerous
potential acquirors, none of whom expressed an interest in
acquiring the Company. At a meeting held in late June 2007, CDG
provided the Special Committee with a valuation presentation
with respect to the Company. In addition, management provided
the Special Committee with its recommendation that the
Companys SAP consulting practice be divested due to
foreseeable strategic market challenges and overall
profitability concerns. At that same meeting, in light of the
results of CDGs efforts to solicit indications of interest
and the course of discussions between management and CDG and
Party A, which had revealed that Party A was only interested in
the Companys healthcare business, the Special Committee
authorized CDG to approach prospective parties about a possible
divestiture by the Company of its SAP consulting practice. Party
A subsequently informed the Company that it would prefer to wait
until the divestiture of the Companys SAP consulting
practice had been completed before continuing discussions with
respect to an acquisition of the Company.
From late summer 2007 through the spring of 2008, the Company,
with the assistance of CDG, pursued the divesture of its SAP
consulting practice. During the period from the fall of 2007
through early January 2008, the Company received letters of
interest from various parties, including Party A, relating to a
possible
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acquisition of, or equity investment in, the Company. In each
case, the Special Committee, after receiving advice from CDG and
its legal counsel, determined that the proposals did not provide
adequate value to the Companys stockholders.
In late January 2008, the Company received a written proposal
from Party A to acquire the Company at a per share price in
excess of Party As previous proposals, subject to the
consummation of the SAP divestiture. At a meeting held in early
February, the Special Committee reviewed Party As proposal
and received an updated valuation presentation from CDG.
Subsequently, a number of discussions were held between CDG,
members of the Board and Party A which ultimately led to receipt
by the Company on March 3, 2008 of an improved proposal
from Party A, subject to the divestiture of the SAP consulting
practice by April 15, 2008. In light of the improved
proposal, the Company agreed to allow Party A to complete due
diligence and commence negotiation of a definitive merger
agreement relating to the proposed transaction. In connection
therewith, the Company agreed that under certain circumstances
it would reimburse Party A for a portion of its expenses under
certain circumstances. In March and April 2008, management and
the Special Committees legal counsel negotiated the terms
of a merger agreement with Party A and its counsel. On
May 12, 2008, the Company released results for the first
quarter showing net income of $100,000. Subsequent to issuance
of the earnings release, Party A expressed concern about the
viability of the transaction at its current offer price given
the increase in the Companys share price following the
issuance of the Companys first quarter earnings release.
Party A also requested reimbursement of $100,000 of expenses
incurred by it in connection with the proposed transaction,
which expenses were reimbursed by the Company. In late May 2008,
Party A announced the acquisition of a controlling interest in
another healthcare information technology company and
subsequently indicated that it was no longer interested in
pursuing a transaction with the Company.
At the Companys regularly scheduled Board meeting on
August 12, 2008, the Special Committee was disbanded in
light of the cessation of discussions with Party A. At the
meeting, Mr. Silva-Craig, provided a report on the
Companys third quarter and fourth quarter outlook, noting
the possibility of a net loss in each quarter. The Board asked
Mr. Silva-Craig to prepare an analysis of various
alternative strategies for the Company for presentation at the
next Board meeting.
At a special meeting held on September 15, 2008, management
provided the Board with a presentation on possible strategic
directions for the Company, including pursuing larger
acquisitions, pursuing accretive smaller acquisitions, paying a
large dividend to shareholders, pursuing a going private
transaction (including a management led transaction) or pursuing
a sale of the Company. The Board approved the reconstitution of
the Special Committee to oversee the review of various strategic
alternatives.
On September 29, 2008, the Special Committee approved the
engagement of CDG to serve as financial advisor to the Special
Committee and also approved the engagement of legal counsel to
the Special Committee. CDG was authorized to solicit indications
of interest in a possible transaction involving the Company from
prospective parties. CDG was instructed to focus on transactions
in which the stockholders of the Company would receive cash
proceeds in excess of the cash assets of the Company.
On October 20, 2008, at a special meeting of the Board,
Mr. Silva-Craig provided an update on the financial results
and operations of the Company. He noted that market conditions
were having an adverse impact on sales, particularly with
respect to the Companys newer product offerings. The Board
discussed various alternatives including paying a dividend or
conducting a stock buyback but concluded that the process of
soliciting indications of interest in a possible acquisition of
the Company under the oversight of the Special Committee should
be permitted to continue prior to any decisions with respect to
alternate courses of action. Mr. Silva-Craig also provided
an update on a possible acquisition opportunity, noting that the
target was looking for a valuation that was well in excess of
what the Company was likely to be willing to pay and that the
likelihood of completing the transaction was low.
On October 31, 2008, the Board approved a resolution
allowing the Companys stockholder rights plan to expire
without being renewed. On November 11, 2008, at a regularly
scheduled Board meeting, Mr. Silva-Craig provided the Board
with a business update, noting that potential clients were
delaying decisions relating to purchasing the Companys
solutions or putting such decisions on indefinite hold citing
market conditions. He further indicated that a net loss for the
fourth-quarter of 2008 and the first quarter of 2009 was likely
and that
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the Company would be reducing headcount in light of reduced
customer demands. Mr. Silva-Craig also stated that he
recommended divesting the Companys Customer Value Creation
(CVC) consulting practice to focus all of the
Companys efforts on healthcare. Mr. Silva-Craig
indicated that certain employees of the Company were interested
in purchasing the CVC practice. Mr. Silva-Craig also
informed the Board that he would not be pursuing a management
buyout of the Company in light of the difficulties in raising
capital in the current market environment.
On December 9, 2008, the Special Committee met to receive
an update on the process of identifying potential parties
interested in pursuing a transaction involving the Company.
Representatives of CDG provided an update in the process
indicating that one hundred and eleven parties had been
contacted, eight parties had requested confidentiality
agreements and three parties remained interested in a
transaction. The representatives of CDG indicated that one party
was interested in the Companys professional service
business while two parties were interested in the Companys
Blue Ocean solution but that none of the parties had submitted
firm bids. It was agreed that additional time would be allotted
to receive final bids. Mr. Silva-Craig updated the Special
Committee on the offer that had been received for the
Companys CVC consulting practice and, in light of the lack
of interest in that business from any of the parties that had
been contacted by CDG, the Special Committee authorized
Mr. Silva-Craig to negotiate final terms for the
divestiture of the CVC consulting practice. Mr. Silva-Craig
also updated the Special Committee on inquiries he had received
from a current stockholder of the Company and a private equity
firm, each of which expressed interest in acquiring the Company
at a per share price that was less than the value of the
Companys cash assets. The Special Committee also discussed
other alternatives available to the Company and concluded that
pursuing other alternatives such as a dividend, stock buyback or
dissolution would be preferable to a sale of the Company at a
price that was below-cash value.
On December 22, 2008, the Special Committee met and
representatives of CDG reported that only one party remained
interested in a purchase of assets of the Company and noted that
the party was only interested in the Companys Blue Ocean
assets. The representatives of CDG also noted that the private
equity firm that had submitted an inquiry was still interested
in a below-cash value offer but that the Company stockholder had
withdrawn his interest in such an offer. The Special Committee
agreed that CDG should go back to prospective parties a final
time after the holidays to solicit any final offers. On
December 29, 2008, the Board approved the sale of the
Companys CVC consulting practice to Valkre Solutions, Inc.
and the sale was consummated on December 31, 2008.
On January 20, 2009, the Special Committee met and received
a report from representatives of CDG on the results of the
discussions with various parties. The representatives of CDG
stated that there were no offers that exceeded the value of the
Companys cash assets and that CDGs recommendation
was to pursue a dissolution strategy. The solicitation of
indications of interest having produced no viable offers for the
Company or its assets, the Special Committee was then disbanded
and the Board met and received a liquidation analysis from
management as well as an update on first quarter business
prospects. Mr. Silva-Craig noted that he had been
approached by a party that was interested in a reverse merger to
capitalize on the Companys public company status. The
Board authorized management to prepare the necessary analysis
and documentation for a plan of dissolution and to ascertain
whether such a reverse merger was viable. On January 30,
2009, the Board received an update on further efforts by CDG to
solicit interest in a transaction involving the Company from
prospective parties as well as ongoing discussions with the
party that was interested in a reverse merger. On
February 9, 2009, the Board met and Mr. Silva-Craig
updated the Board on the proposed reverse merger transaction,
noting that after discussions between the respective legal
counsels it seemed unlikely that the proposed transaction could
be structured in a manner such that the benefits to TSC
stockholders outweighed the timing and other risks.
Mr. Silva-Craig then reviewed the terms of the draft plan
of dissolution that had been previously distributed to the
Board. It was noted that the plan of dissolution could be
abandoned by the Board if a more attractive transaction became
available to the Company. Legal counsel then provided an update
on the Boards fiduciary duties under applicable Delaware
law. Mr. Silva-Craig indicated that he would update
Ms. DCamp, who was not present, and would then distribute a
written consent to the Board. The Plan of Dissolution was
unanimously approved by the Board by written consent on
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February 10, 2009 and, on the same date, the Company issued
a press release announcing the approval of the Plan of
Dissolution, subject to approval by the TSC stockholders.
Since the announcement of the approval of the Plan of
Dissolution by the Board, Mr. Silva-Craig has been
approached by numerous parties with respect to the possible
purchase of various assets of the Company. In addition, certain
parties have proposed possible reverse mergers of a corporate
entity into the Company. The Board received an update on
discussions with various parties at a meeting held on
March 7, 2009 and directed Mr. Silva-Craig to pursue
negotiations for the sale of Company assets, subject to approval
by the TSC stockholders of the Plan of Dissolution. In addition,
on March 19, 2009, the Company received notice from The NASDAQ
Stock Market that the Company, based on the Companys
stockholders equity reflected in its consolidated
financial statements for the year ended December 31, 2008, no
longer satisfies the listing requirements of the NASDAQ Global
Market. On March 23, 2009, the Company submitted a request to
The NASDAQ Stock Market for an exception to the listing
requirements to allow listing of TSC common stock on the NASDAQ
Global Market to continue until a certificate of dissolution is
filed by the Company.
Reasons
for Approving the Plan of Dissolution
In approving the Plan of Dissolution, the Board considered a
variety of factors, including the following:
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our inability to find a purchaser or strategic partner that
valued the Company in excess of the value of its cash assets
after engaging a financial advisor to solicit indications of
interest from prospective parties;
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the operating losses from our continuing operations in recent
years, including for the year ended December 31, 2008, and
the likelihood that we would continue to incur operating losses
in future years;
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the substantial accounting, legal and other expenses associated
with being a small publicly traded company in light of our
existing and expected revenues;
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the adverse effects of the economic downturn on the market for
our business solutions;
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the challenges that we would likely face in pursuing an
acquisition strategy that would accelerate our growth, including
competition for potential acquisition targets, our limited
financial resources and the difficulties in successfully
integrating acquisitions;
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the Boards belief that it would be in the best interest of
our stockholders to allow our stockholders to determine how to
best utilize cash resources rather than pursuing an alternative
strategy such as entering into new markets or pursuing
acquisitions;
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the Boards ability to abandon the Plan of Dissolution if
an alternate transaction providing greater value to our
stockholders is presented to the Company; and
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the possibility that our common stock will be delisted from the
NASDAQ Global Market in the future if we do not meet the
continued listing requirements of the NASDAQ Global Market as a
result of our stock price or financial condition.
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The Board also considered potential negative factors relating to
the Plan of Dissolution, including the uncertainty of the timing
of distributions to stockholders, that stockholders will lose
the opportunity to capitalize on the potential business
opportunities and possible future growth of our business and on
the potential future success had we elected to pursue an
acquisition strategy or otherwise use our available cash to
continue as a going concern and that under applicable law our
stockholders could be required to return to creditors some or
all of the distributions made to stockholders in the liquidation.
The foregoing discussion of the information and positive and
negative factors considered and given weight by our Board is not
intended to be exhaustive. Our Board did not quantify or
otherwise assign relative weights to the specific factors
considered in reaching its determination.
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Principal
Provisions of the Plan of Dissolution
This section of the proxy statement describes material aspects
of the proposed Plan of Dissolution. While we believe that the
description covers the material terms of the Plan of
Dissolution, this summary may not contain all of the information
that is important to you. You should carefully read this entire
proxy statement, including the Plan of Dissolution attached as
Annex A to this proxy statement and the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2008 attached as Exhibit B
to this proxy statement, and the other documents delivered with
this proxy statement for a more complete understanding of the
Plan of Dissolution.
Dissolution
Under Delaware Law
Section 275 of the DGCL provides that a corporation may
dissolve upon either (i) a majority vote of the board of
directors of the corporation followed by a majority vote of its
stockholders or (ii) a unanimous stockholder consent.
Following such approval, the dissolution is effected by filing a
certificate of dissolution with the Delaware Secretary of State.
Once a corporation is dissolved, its existence is automatically
continued for a term of three years, but solely for the purpose
of winding up its business. The process of winding up includes:
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the prosecution and defense of lawsuits, if any;
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the settling and closing of any business;
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the disposition and conveyance of any property;
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the discharge of any liabilities; and
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the distribution of any remaining assets to the stockholders of
the corporation.
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If any action, suit or proceeding is commenced by or against the
corporation before or within the winding up period, the
corporation will, solely for the purpose of such action, suit or
proceeding, automatically continue to exist beyond the
three-year period until any judgments, orders or decrees are
fully executed.
Description
of the Dissolution Process
Following stockholder approval of the Plan of Dissolution, the
Company will file a certificate of dissolution as soon as
reasonably practicable and the Board and management will take
the steps enumerated in the Plan of Dissolution in order to wind
up our business, pay-off all liabilities and distribute to our
stockholders any remaining assets in the Company. Upon approval
of the Plan of Dissolution, the Company shall use its best
efforts to sell, exchange or otherwise dispose of its assets on
terms and conditions as the Board, in its reasonable judgment,
deems expedient and in the best interests of the Company and its
stockholders. The Company will not be required to obtain
appraisals or other third party opinions as to the value of its
properties and assets in connection with the sale of its assets
and the approval of the Plan of Dissolution by TSCs
stockholders will constitute the approval of any sale, exchange
or other disposition of the property and assets of the Company
contemplated by the Plan of Dissolution. TSC will also collect
or make provision for the collection of all debts owing to the
Company and pay or make reasonable provision to pay all of its
and its subsidiaries claims and obligations.
Following the payment, or the provision for payment, of our
indebtedness and other obligations, we intend to establish a
reasonable contingency reserve in an amount determined by the
Board to be sufficient to satisfy our liabilities, expenses and
obligations not otherwise paid, provided for or discharged (the
Contingency Reserve). The Contingency Reserve will
be used to provide compensation for a trustee that may be
appointed to manage a liquidating trust for the benefit of
stockholders and for any claim against the Company or its
subsidiaries which (i) is the subject of a currently
pending action or lawsuit or (ii) is likely to arise within
ten years after the date of dissolution.
Subject to establishment of the Contingency Reserve, the Plan of
Dissolution provides for an initial cash distribution as soon as
practicable following approval of the Plan of Dissolution by TSC
stockholders. We currently expect this initial cash liquidating
distribution to be in the amount of at least $2.00 per share.
After
20
the initial cash distribution, we intend to make additional
liquidating distributions from time to time following the filing
of our certificate of dissolution. All liquidating distributions
will be made pro rata in accordance with the respective number
of shares of TSC common stock held of record on the effective
date of our certificate of dissolution. We currently estimate
that, if we are able to dispose of substantially all of our
assets, the aggregate amount of all liquidating distributions
that we intend to pay to TSC stockholders will be in the range
of $2.39 to $2.60 per share of TSC common stock.
Additionally, the Board may, but is not required to, establish a
liquidating trust for the benefit of stockholders (the
Liquidating Trust). Should the Board elect to
establish the Liquidating Trust, as a final liquidating
distribution, the Company will transfer to the Liquidating Trust
any assets of the Company which (i) have not been
previously distributed to TSCs stockholders or
(ii) are held as the Contingency Reserve, provided that any
unexpended amounts remaining in the Contingency Reserve shall be
transferred to the Liquidating Trust no later than
December 31, 2009. Notwithstanding the foregoing, to the
extent that a distribution or transfer of any asset cannot be
effected without the consent of a governmental authority, no
such distribution or transfer would be effected without such
consent. The Liquidating Trust would be managed by a liquidating
trustee (the Trustee) pursuant to a liquidating
trust agreement and any conveyance of assets to the Trustee
would be in trust for the stockholders of the Company. Approval
of the Plan of Dissolution by TSCs stockholders shall
constitute the approval of the appointment of the Trustee, the
liquidating trust agreement and the transfer of any assets by
the Company to the Liquidating Trust.
In the event of a transfer of assets to the Liquidating Trust,
we would distribute, pro rata to the holders of TSC common
stock, beneficial interests in the Liquidating Trust. It is
anticipated that the interests in the Liquidating Trust, if
established, will not be transferable; therefore, although the
recipients of the interests would be treated for
U.S. federal income tax purposes as having received their
pro rata share of property transferred to the Liquidating Trust
and having contributed such property to the Liquidating Trust
and will thereafter take into account for U.S. federal income
tax purposes their allocable portion of any income, gain or loss
realized by the Liquidating Trust, the recipients of the
interests will not receive the value thereof unless and until
the Liquidating Trust distributes cash or other assets to them.
We intend to close our stock transfer books and discontinue
recording transfers of shares of TSC common stock when we file a
certificate of dissolution with the Delaware Secretary of State,
and thereafter certificates representing TSC common stock will
not be assignable or transferable on the books of the Company
except by will, intestate succession, or operation of law, and
our capital stock and stock certificates evidencing the common
stock will be treated as no longer being outstanding.
Conduct
Following the Dissolution
Once the certificate of dissolution is filed and effective, we
will continue to exist, but only for the purpose of winding up
our affairs, and we will undertake to (i) convert to cash,
by sales, as much of our remaining non-cash assets as possible,
(ii) withdraw from any jurisdiction in which we are
qualified to do business, (iii) pay or make provision for
the payment of all of our expenses and liabilities,
(iv) continue to indemnify our directors and officers as
required by our Certificate of Incorporation, Bylaws and any
contractual arrangements, and in connection therewith the Board
and the Trustee shall have the authority to continue to pay the
premiums on director and officer liability insurance,
(v) create reserves for contingencies, (vi) prosecute,
defend and settle lawsuits, if any, (vii) distribute our
remaining assets, if any, to stockholders, and (viii) do
any other act necessary to wind up and liquidate our business
and affairs. The Board and management will oversee our
dissolution and liquidation.
Right
to Modify, Amend or Terminate the Plan of
Dissolution
By approving the Plan of Dissolution, stockholders will be
granting the Board the authority to modify, amend or abandon the
Plan of Dissolution, without further action by stockholders and
to the extent permitted by the DGCL, if it determines that such
action would be in the best interests of the Company and its
stockholders.
21
Liquidating
Distributions; Nature; Amount; Timing
Although the Board has not established a firm timetable for
distributions to our stockholders, if the Plan of Dissolution is
approved, the Plan of Dissolution provides for an initial
liquidating cash distribution as soon as practicable following
such approval. We currently expect this initial cash
distribution to be in the amount of at least $2.00 per share.
The amount of such initial cash distribution could be higher if
we are able to dispose of all or a substantial portion of our
assets promptly following approval of the Plan of Dissolution.
We may enter into agreements to sell our assets subject to
approval of the Plan of Dissolution by TSC stockholders. After
the initial cash distribution, we intend to make additional
liquidating distributions from time to time following the filing
of our certificate of dissolution. Prior to making any
liquidating distribution, the Board or the trustee, if we have
transferred our assets to the Liquidating Trust, must have made
a determination that reasonable provision has been made for the
prosecution, defense, settlement or other resolution of claims
and the satisfaction of all reasonably ascertainable liabilities
of the Company. We currently estimate that, if we are able to
dispose of substantially all of our
non-cash
assets, the aggregate amount of all liquidating distributions
that we intend to pay to TSC stockholders will be in the range
of $2.39 to $2.60 per share of TSC common stock.
We currently anticipate that the majority of the remaining
proceeds from the liquidation would be distributed by the end of
2009, and that any additional proceeds would be distributed by
way of a final liquidating distribution, either from the Company
or the Liquidating Trust, within three years after the approval
of the Plan of Dissolution. However, if we are unable to sell
our non-cash assets, if the proceeds of the sales of our
non-cash assets are less than anticipated, if we are unable to
settle or otherwise resolve existing claims for the amounts
anticipated or if unanticipated claims are made against us,
distributions to stockholders may be delayed and made over a
longer period of time. The ultimate nature, amount and timing of
all distributions will be determined by the Board or the
Trustee, in its sole discretion, and will depend in part upon
our ability to convert our remaining assets into cash and pay
and settle our remaining liabilities and obligations.
As of February 28, 2009, we had approximately
$6.8 million in net cash. In addition to satisfying the
liabilities reflected on our balance sheet, we anticipate using
our cash during the liquidation process for a number of items,
including, but not limited to, the following:
|
|
|
|
|
ongoing operating, overhead and administrative expenses;
|
|
|
|
purchasing a director and officer liability insurance policy as
well as a tail insurance policy for periods
subsequent to our filing of the certificate of dissolution;
|
|
|
|
expenses incurred in connection with the dissolution and our
liquidation; and
|
|
|
|
professional, legal, tax, accounting and consulting fees.
|
This projected liquidation analysis assumes that the Plan of
Dissolution will be approved by TSC stockholders. If the Plan of
Dissolution is not approved by TSC stockholders, no liquidating
distributions will be made. We intend to sell our remaining
non-cash assets as soon as reasonably practicable after approval
of the Plan of Dissolution; however, we have no way of knowing
what the ultimate price received for our remaining non-cash
assets will be. The amount of the Contingency Reserve
established by the Board will be deducted before the
determination of amounts available for distribution to TSC
stockholders. Based on the foregoing, we currently estimate that
the aggregate amount ultimately distributed to our stockholders
will be in the range of $2.39 and $2.60 per share of TSC common
stock. The following estimates are not guarantees and they do
not reflect the total range of possible outcomes. You may
receive substantially less than the amount of liquidating
distributions we currently estimate, or you may not receive any
liquidating distributions.
22
Estimated
Liquidating Distributions to Stockholders
|
|
|
|
|
|
|
|
|
|
|
Low Range of
|
|
|
High Range of
|
|
|
|
Net Proceeds
|
|
|
Net Proceeds
|
|
|
Net Cash as of February 28, 2009
|
|
$
|
6,814,139
|
|
|
$
|
6,814,139
|
|
Expected Cash Collections(1)
|
|
|
765,499
|
|
|
|
765,499
|
|
Promissory Note Collections(2)
|
|
|
652,044
|
|
|
|
652,044
|
|
Interest Earned Money Market
|
|
|
35,181
|
|
|
|
35,181
|
|
Estimated Sale of Assets
|
|
|
375,000
|
|
|
|
750,000
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Assets
|
|
$
|
8,641,863
|
|
|
$
|
9,016,863
|
|
Operating Expenses(3)
|
|
$
|
1,670,566
|
|
|
$
|
1,670,566
|
|
Professional Fees (attorneys and accountants)
|
|
|
250,000
|
|
|
|
250,000
|
|
Insurance(4)
|
|
|
235,000
|
|
|
|
235,000
|
|
Trustee Fees and Contingency Reserve(5)
|
|
|
350,000
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Liabilities
|
|
$
|
2,505,566
|
|
|
$
|
2,355,566
|
|
|
|
|
|
|
|
|
|
|
Estimated Cash for Distribution
|
|
$
|
6,136,297
|
|
|
$
|
6,661,297
|
|
Shares Outstanding
|
|
|
2,565,866
|
|
|
|
2,565,866
|
|
|
|
$
|
2.39
|
|
|
$
|
2.60
|
|
Notes:
|
|
|
(1) |
|
Primarily consists of account receivables. |
|
(2) |
|
Consists of two promissory notes totaling approximately $272,000
from Valkre Solutions, Inc. and one promissory note in the
amount of approximately $380,000 from EnteGreat Solutions LLC. |
|
(3) |
|
Includes, among other expenses, our office lease, laptop
computer leases, office copier lease, staff, Board compensation,
severance payouts and other customary operating business
expenses. |
|
(4) |
|
As part of the dissolution process, we intend to purchase a
director and officer liability insurance policy as well as a
tail insurance policy for periods subsequent to our
filing of the certificate of dissolution. |
|
(5) |
|
Includes an estimated reserve account for any unknown or
potential claims, plus amounts to cover the professional fees of
the Trustee. |
We may not satisfy all of our liabilities and obligations prior
to making distributions to stockholders, but instead may reserve
assets deemed by management and the Board to be adequate to
provide for these liabilities and obligations. See
Contingent Liabilities; Contingency Reserve;
Liquidating Trust, below.
Uncertainties as to the precise net value of our non-cash assets
and the ultimate amount of our liabilities make it impracticable
to predict the aggregate net value ultimately distributable to
stockholders. Claims, liabilities and expenses from operations
(including operating costs, salaries, income taxes, payroll and
local taxes, legal and accounting fees and miscellaneous office
expenses), although currently declining, will continue to be
incurred following stockholder approval of the Plan of
Dissolution. These expenses will reduce the amount of assets
available for ultimate distribution to stockholders, and, while
we do not believe that a precise estimate of those expenses can
currently be made, management and the Board believe that
available cash and amounts received on the sale of assets will
be adequate to provide for our obligations, liabilities,
expenses and claims (including contingent liabilities) and to
make cash distributions to stockholders. However, no assurances
can be given that available cash and amounts received on the
sale of assets will be adequate to provide for our obligations,
liabilities, expenses and claims and to make cash distributions
to stockholders. If available cash and amounts received on the
sale of assets are not adequate to provide for our obligations,
liabilities, expenses and claims, distributions of cash and
other assets to our stockholders will be proportionately reduced.
23
Sale
of Our Assets
The Plan of Dissolution gives the Board the authority to sell
all of our assets. Agreements for the sale of assets may be
entered into prior to the special meeting and, if entered into,
may be contingent on approval of the Plan of Dissolution at the
special meeting. Authorization and approval of the Plan of
Dissolution will constitute approval of any such agreements and
sales. Sales of our remaining non-cash assets will be made on
such terms as are approved by the Board and may be conducted by
either competitive bidding, public sales or privately negotiated
sales. We do not anticipate that any further stockholder votes
will be solicited with respect to the approval of the specific
terms of any particular sales of assets approved by the Board.
We do not anticipate amending or supplementing this proxy
statement to reflect any such agreement or sale, unless required
by applicable law. The prices at which we will be able to sell
our various assets depends largely on factors beyond our
control, including, without limitation, the condition of
financial markets, the availability of financing to prospective
purchasers of the assets, regulatory approvals, public market
perceptions, and limitations on transferability of individual
assets. In addition, we may not obtain as high a price for a
particular asset as we might secure if we were not in
liquidation.
Continuing
Insurance
Following stockholder approval of the Plan of Dissolution, we
will continue to indemnify our officers, directors, employees
and agents for their lawful actions in accordance with our
Certificate of Incorporation, Bylaws and any contractual
arrangement, for the actions taken in connection with the Plan
of Dissolution and the winding up of the affairs of the Company.
The Companys obligation to indemnify such persons may also
be satisfied out of the assets of the Liquidating Trust, if any.
Additionally, we have maintained, and intend to continue to
maintain, director and officer liability insurance for the
benefit of such persons. As part of our wind-down, we intend to
prepay the premium to continue to maintain such insurance for
claims made following the filing of our certificate of
dissolution. Since our insurance policy may, depending upon the
circumstances, require us to pay the initial amount of any
liability incurred and then to pay the further costs of
defending a claim, subject to reimbursement from the insurance
carrier, we intend to establish a contingency reserve to cover
such possible contingency.
Reporting
Requirements
In order to curtail expenses, we will seek to deregister the
Company under the Exchange Act and avoid the applicable
reporting requirements thereof to the extent that continued
reporting is otherwise required. We anticipate that, if such
deregistration is not available or is not permitted by the SEC
and continued reporting is required, we would continue to file
current reports on
Form 8-K
to disclose material events relating to our liquidation and
dissolution.
Contingent
Liabilities; Contingency Reserve; Liquidating
Trust
Under Delaware law, we are required, in connection with our
liquidation and dissolution, to pay or provide for payment of
all of our liabilities and obligations. Following the
authorization and approval of the Plan of Dissolution by our
stockholders, we intend to pay all expenses and fixed and other
known liabilities, and establish the Contingency Reserve, which
will include cash and other assets which we believe to be
sufficient, based on factors known to us, to satisfy such
liabilities, including additional liabilities arising out of
contingent claims that are not yet reflected on our balance
sheet, and other claims that might arise. We are currently
unable to estimate with precision the amount of the Contingency
Reserve which may be required, but that amount will be deducted
before the determination of amounts available for distribution
to stockholders.
The actual amount of the Contingency Reserve will be based upon
estimates and opinions of management and the Board and derived
from consultations with outside experts and review of our
estimated operating expenses and future estimated liabilities,
including, without limitation, anticipated compensation
payments, estimated legal and accounting fees, operating lease
expenses, payroll and other taxes payable, miscellaneous office
expenses, expenses accrued in our financial statements, and
reserves for litigation expenses. There can
24
be no assurance that the Contingency Reserve in fact will be
sufficient. We have not made any specific provision for an
increase in the amount of the Contingency Reserve. Subsequent to
the establishment of the Contingency Reserve, we intend to
distribute to our stockholders any portions of the Contingency
Reserve which are deemed no longer to be required. After the
liabilities, expenses and obligations for which the contingency
reserve had been established have been satisfied in full, we
intend to distribute to our stockholders any remaining portion
of the Contingency Reserve.
The Plan of Dissolution provides that the Board may, in its
discretion but in any event no later than December 31,
2009, transfer as a final liquidating distribution, our
remaining assets and liabilities, including the Contingency
Reserve, to the Liquidating Trust, which would then have
responsibility for disposing assets, settling and paying
liabilities and making distributions to stockholders. Such a
transfer would be pursuant to a liquidating trust agreement with
the Trustee on such terms and conditions as may be approved by
the Board. The Board would appoint the Trustee, which could be
an officer or director of the Company. Stockholder approval of
the Plan of Dissolution will constitute stockholder approval of
the Boards trustee appointment and any liquidating trust
agreement. In the event of a transfer of assets to the
Liquidating Trust, we would distribute, pro rata to our
stockholders, beneficial interests in the Liquidating Trust. It
is anticipated that the interests would be evidenced only by the
records of the Liquidating Trust and there would be no
certificates or other tangible evidence of such interests and
that no holder of TSC common stock would be required to pay any
cash or other consideration for the interests to be received in
the distribution or to surrender or exchange shares of TSC
common stock in order to receive the interests. It is also
anticipated that the interests in the Liquidating Trust, if
established, will not be transferable. Therefore, although the
recipients of such interests would be treated for
U.S. federal income tax purposes as having received their
pro rata share of property transferred to the Liquidating Trust
and having contributed such property to the Liquidating Trust
and will thereafter take into account for U.S. federal
income tax purposes their allocable portion of any income, gain
or loss realized by the Liquidating Trust, the recipients of
interests will not receive the value thereof unless and until
the Liquidating Trust distributes cash or other assets to them.
Under Delaware law, in the event that the Contingency Reserve
proves to be inadequate for payment of our expenses and
liabilities, or should the Contingency Reserve and the assets
held by the Liquidating Trust be exceeded by the amount
ultimately found payable in respect of expenses and liabilities,
each stockholder could be held liable for the payment to
creditors of such stockholders pro rata share of such
excess, limited to the amounts theretofore received by such
stockholder from us and from the Liquidating Trust.
If we were held by a court to have failed to make adequate
provision for our expenses and liabilities or if the amount
ultimately required to be paid in respect of such liabilities
exceeded the amount available from the Contingency Reserve and
the assets of the Liquidating Trust, a creditor of ours could
seek an injunction against the making of distributions under the
Plan of Dissolution on the ground that the amounts to be
distributed were needed to provide for the payment of our
expenses and liabilities. Any such action could delay or
substantially diminish the cash distributions to be made to
stockholders
and/or
interest holders under the Plan of Dissolution.
Final
Record Date
We intend to close our stock transfer books and discontinue
recording transfers of shares of TSC common stock when we file a
certificate of dissolution with the Delaware Secretary of State
(the Final Record Date), and thereafter certificates
representing TSC common stock will not be assignable or
transferable on the books of the Company except by will,
intestate succession, or operation of law, and our capital stock
and stock certificates evidencing the common stock will be
treated as no longer being outstanding. Additionally, after the
Final Record Date, we will not issue any new stock certificates.
We anticipate that no further trading of our shares will occur
on or after the Final Record Date. See Trading of
TSC Common Stock and Interests in the Liquidating Trust
below.
All liquidating distributions from us or the Liquidating Trust
on or after the Final Record Date will be made to stockholders
according to their holdings of TSC common stock as of the Final
Record Date. Subsequent to the Final Record Date, we may at our
election require stockholders to surrender certificates
25
representing their shares of TSC common stock in order to
receive subsequent distributions. Stockholders should not
forward their stock certificates before receiving instructions
to do so. If surrender of stock certificates should be required,
all distributions otherwise payable by us or the Liquidating
Trust, if any, to stockholders who have not surrendered their
stock certificates may be held in trust for those stockholders,
without interest, until the surrender of their certificates
(subject to escheat pursuant to the laws relating to unclaimed
property). If a stockholders certificate evidencing TSC
common stock has been lost, stolen or destroyed, the stockholder
may be required to furnish us with satisfactory evidence of the
loss, theft or destruction thereof, together with a surety bond
or other indemnity, as a condition to the receipt of any
distribution.
Trading
of TSC Common Stock and Interests in the Liquidating
Trust
We currently intend to close our stock transfer books on the
Final Record Date and to cease recording stock transfers and
issuing stock certificates (other than replacement certificates)
at that time. Accordingly, we expect that trading in our shares
will cease on and after that date.
We anticipate that the interests in the Liquidating Trust, if
established, will not be transferable, although no determination
has yet been made. This determination will be made by the Board
and management prior to the transfer of unsold assets to the
Liquidating Trust and will be based on, among other things, the
Boards and managements estimate of the value of the
assets being transferred to the Liquidating Trust, tax
consequences and the impact of compliance with applicable
securities laws. The Liquidating Trust may be required to comply
with the periodic reporting and proxy requirements of the
Exchange Act. The costs of compliance with such requirements
would reduce the amount which otherwise could be distributed to
interest holders. Even if transferable, the interests are not
expected to be listed on the NASDAQ Stock Market or another a
national securities exchange, and the extent of any trading
market therein cannot be predicted. Moreover, the interests may
not be accepted by commercial lenders as security for loans as
readily as more conventional securities with established trading
markets.
As stockholders will be deemed to have received a liquidating
distribution equal to their pro rata share of the value of the
net assets distributed to an entity which is treated as a
liquidating trust for tax purposes, the distribution of
non-transferable interests could result in tax liability to the
interest holders without their being readily able to realize the
value of such interests to pay such taxes or otherwise.
Options
Options to acquire shares of TSC common stock granted under
various TSC stock incentive plans that are outstanding
immediately prior to the approval of the Plan of Dissolution,
vested or unvested, will be cancelled as of the date on which
our certificate of dissolution is filed with the Delaware
Secretary of State.
Absence
of Appraisal Rights
Under Delaware law, our stockholders are not entitled to
appraisal rights for their shares of TSC common stock in
connection with the transactions contemplated by the Plan of
Dissolution.
Regulatory
Approvals
Except for filing the certificate of dissolution with the
Delaware Secretary of State and compliance with the DGCL, the
rules and regulations of the SEC and the United States Internal
Revenue Code, no United States federal or state regulatory
requirements must be complied with or approvals obtained in
connection with the liquidation.
Certain
Federal and State Income Tax Consequences
The following is a general summary of the material
U.S. federal income tax consequences of the liquidation and
dissolution of TSC to certain holders of TSC common stock. This
summary is based on the Internal Revenue Code of 1986, as
amended, referred to as the Code in this proxy
statement, regulations promulgated under the Code,
administrative rulings by the Internal Revenue Service and court
decisions now
26
in effect. All of these authorities are subject to change,
possibly with retroactive effect so as to result in tax
consequences different from those described below. This summary
does not address all of the U.S. federal income tax
consequences that may be applicable to a particular holder of
TSC common stock. In addition, this summary does not address the
U.S. federal income tax consequences of the liquidation and
dissolution to holders of TSC common stock who are subject to
special treatment under U.S. federal income tax laws,
including, for example, banks and other financial institutions,
insurance companies, tax-exempt investors, S corporations,
holders that are properly classified as partnerships
under the Code, dealers in securities, holders who hold their
TSC common stock as part of a hedge, straddle or conversion
transaction, holders whose functional currency is not the
U.S. dollar, holders who acquired our common stock through
the exercise of employee stock options or other compensatory
arrangements, holders who are subject to the alternative minimum
tax provisions of the Code and holders who do not hold their
shares of TSC common stock as capital assets within
the meaning of Section 1221 of the Code (generally,
property held for investment). This summary does not address the
U.S. federal income tax consequences to any holder of TSC
common stock who or which, for U.S. federal income tax
purposes, is a nonresident alien individual, a foreign
corporation, a foreign partnership or a foreign estate or trust
and this summary does not address the tax consequences of the
liquidation and dissolution under state, local or foreign tax
laws.
This summary is provided for general information purposes only
and is not intended as a substitute for individual tax advice.
No ruling has been requested from the Internal Revenue Service
with respect to the anticipated tax treatment of the Plan of
Dissolution, and no assurance can be given that the IRS would
not assert, or that a court would not sustain, a position
contrary to any of the tax consequences set forth below. Each
holder of TSC common stock should consult the holders
individual tax advisors as to the particular tax consequences of
the liquidation and dissolution to such holder, including the
application and effect of any state, local, foreign or other tax
laws and the possible effect of changes to such laws.
Distributions, if any, to stockholders pursuant to the Plan of
Dissolution may occur at various times and in more than one tax
year. No assurance can be given that the tax treatment described
herein will remain unchanged at the time of such distributions.
Federal
Income Taxation of the Company
After the approval of the Plan of Dissolution and until our
liquidation is completed, we will continue to be subject to
U.S. federal income tax on our taxable income, if any, such
as interest income, gain from the sale of any remaining assets
or income from operations. Upon the sale of any of our assets in
connection with our liquidation and dissolution, we will
recognize gain or loss in an amount equal to the difference
between (i) the fair market value of the consideration
received for each asset sold and (ii) our adjusted tax
basis in the asset sold. We should not recognize any gain or
loss upon the distribution of cash to our stockholders in
liquidation of their shares of TSC common stock. We currently do
not anticipate making distributions of property other than cash
to stockholders in our liquidation. In the event we were to make
a liquidating distribution of property other than cash to our
stockholders, we may recognize gain upon the distribution of
such property as if we sold the distributed property for its
fair market value on the date of the distribution. We currently
do not anticipate that our dissolution and liquidation pursuant
to the Plan of Dissolution will produce a material corporate tax
liability for U.S. federal income tax purposes.
Federal
Income Taxation of the Stockholders
In general, for U.S. federal income tax purposes, we intend
that amounts received by our stockholders pursuant to the Plan
of Dissolution will be treated as full payment in exchange for
their shares of TSC common stock. As a result of our dissolution
and liquidation, stockholders generally will recognize gain or
loss equal to the difference between (i) the sum of the
amount of cash and the fair market value (at the time of
distribution) of property, if any, distributed to them
(including transfers of assets to a liquidating trust) and
(ii) their tax basis for their shares of TSC common stock.
In general, a stockholders gain or loss will be computed
on a per share basis. If we make more than one
liquidating distribution, which is expected, each liquidating
distribution will be allocated proportionately to each share of
stock owned by a stockholder, and the value of each liquidating
distribution will be applied against and reduce a
stockholders tax basis in his or her shares of stock. In
general,
27
gain will be recognized as a result of a liquidating
distribution to the extent that the aggregate value of all
liquidating distributions received by a stockholder with respect
to a share exceeds his or her tax basis for that share. Any loss
generally will be recognized by a stockholder only when the
stockholder receives our final liquidating distribution to
stockholders (including transfers of assets to a liquidating
trust), and then only if the aggregate value of all liquidating
distributions with respect to a share is less than the
stockholders tax basis for that share. Gain or loss
recognized by a stockholder generally will be capital gain or
loss and will be long term capital gain or loss if the stock has
been held for more than one year; otherwise it will be treated
as short term capital gain or loss. The deductibility of capital
losses is subject to limitations.
In the unlikely event we make a liquidating distribution of
property other than cash to our stockholders, a
stockholders tax basis in such property immediately after
the distribution generally will be the fair market value of the
property received by the stockholder at the time of
distribution. Gain or loss realized upon the stockholders
future sale of that property generally would be measured by the
difference between the proceeds received by the stockholder in
the sale and the tax basis of the property sold.
In the event that our liabilities are not fully covered by the
assets in the Contingency Reserve or otherwise satisfied through
insurance or other reasonable means (See Contingent
Liabilities; Contingency Reserve; Liquidating Trust
above), payments made by a stockholder in satisfaction of those
liabilities generally would produce a capital loss for such
stockholder in the year the liabilities are paid. The
deductibility of any such capital loss would generally be
subject to certain limitations under the Code.
Liquidating
Trusts
If we transfer assets to the Liquidating Trust, a stockholder
generally should be treated for U.S. federal income tax
purposes as having received a pro rata share of the property
transferred to the Liquidating Trust, reduced by the amount of
known liabilities assumed by the Liquidating Trust or to which
the property transferred is subject, and having contributed such
assets and liabilities to the Liquidating Trust. Our transfer of
assets to the Liquidating Trust will cause a stockholder to be
treated in the same manner for U.S. federal income tax
purposes as if the stockholder had received a distribution
directly from us. The Liquidating Trust should not be subject to
U.S. federal income tax, assuming that it is treated as a
liquidating trust for U.S. federal income tax purposes.
After formation of the Liquidating Trust, a stockholder must
take into account for U.S. federal income tax purposes the
stockholders allocable portion of any income, gain or loss
recognized by the Liquidating Trust. As a result of our transfer
of assets to the Liquidating Trust and the ongoing operations of
the Liquidating Trust, stockholders may be subject to tax,
whether or not they have received any actual distributions from
the Liquidating Trust with which to pay such tax. There can be
no assurance that the Liquidating Trust described in the Plan of
Dissolution will be treated as a liquidating trust for federal
income tax purposes.
Backup
Withholding
Under the U.S. federal backup withholding tax rules, unless
an exemption applies, the paying agent will be required to
withhold, and will withhold, 28% of all cash distributions made
to holders of TSC common stock in connection with the
liquidation and dissolution unless the holder provides a tax
identification number (social security number in the case of an
individual or employer identification number in the case of
other holders), certifies that such number is correct and that
no backup withholding is otherwise required and otherwise
complies with such backup withholding rules. Each holder of TSC
common stock should complete, sign and return to the paying
agent the Substitute
Form W-9
in order to provide the information and certification necessary
to avoid backup withholding, unless an exemption applies and is
established in a manner satisfactory to the paying agent. The
Substitute
Form W-9
will be included as part of the letter of transmittal mailed to
each record holder of TSC common stock.
The foregoing summary of U.S. federal income tax
consequences is included for general information only and does
not constitute legal advice to any stockholder. The tax
consequences of the Plan of Dissolution may vary depending upon
the particular circumstances of each stockholder. Each
stockholder should consult his or her own tax advisor regarding
the U.S. federal income tax consequences of the Plan of
Dissolution as well as any state, local, and foreign tax
consequences.
28
VOTE
REQUIRED AND BOARD RECOMMENDATION
The authorization and approval of the Plan of Dissolution
requires the affirmative vote of the holders of a majority of
the outstanding shares of TSC common stock. Members of the Board
and our executive officers who hold (not including options to
purchase shares of TSC common stock) as of March 27, 2009
an aggregate of 26,790 shares of TSC common stock
(approximately 1.04% of the outstanding shares of TSC common
stock as of March 27, 2009) have indicated that they
will vote in favor of the Plan of Dissolution.
THE BOARD BELIEVES THAT THE PLAN OF DISSOLUTION IS IN THE
BEST INTERESTS OF OUR STOCKHOLDERS AND RECOMMENDS A VOTE
FOR THIS PROPOSAL. IT IS INTENDED THAT SHARES
REPRESENTED BY THE ENCLOSED FORM OF PROXY WILL BE VOTED IN
FAVOR OF THIS PROPOSAL UNLESS OTHERWISE SPECIFIED IN SUCH
PROXY.
29
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security
Ownership of Certain Beneficial Owners
The following table is based primarily on a review of reports on
Schedule 13G and 13D filed with the SEC prior to
March 27, 2009 and sets forth those holders of TSC common
stock known to the Company to beneficially own more than five
percent of TSC common stock. As of March 27, 2009, there
were 2,565,866 shares of TSC common stock outstanding.
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
and Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class
|
|
|
State of Wisconsin Investment Board
P.O. Box 7842
Madison, WI 53707
|
|
|
387,150
|
(1)
|
|
|
15.1
|
%
|
Lloyd I. Miller, III
4550 Gordon Drive
Naples, FL 34102
|
|
|
364,883
|
(2)
|
|
|
14.2
|
%
|
David T. Lu
1117 E. Putnam Ave, # 320
Riverside, CT 06878
|
|
|
249,520
|
(3)
|
|
|
9.7
|
%
|
Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746
|
|
|
159,158
|
(4)
|
|
|
6.2
|
%
|
CCI Consulting, Inc.
6752 RFD
Long Grove, IL 60047
|
|
|
151,025
|
(5)
|
|
|
5.9
|
%
|
Michael T. Tokarz
287 Bowman
Purchase, NY 10577
|
|
|
145,667
|
(6)
|
|
|
5.7
|
%
|
TowerView LLC
500 Park Avenue
New York, NY 10022
|
|
|
132,126
|
(7)
|
|
|
5.1
|
%
|
Notes:
|
|
|
(1) |
|
This information is derived from a Schedule 13G/A filed by
the State of Wisconsin Investment Board on January 30,
2009. According to the Schedule 13G/A, the State of Wisconsin
Investment Board has sole voting power over 387,150 TSC common
shares and sole dispositive power over 387,150 TSC common shares. |
|
(2) |
|
This information is derived from a Schedule 13G filed by
Mr. Lloyd I. Miller, III on February 12, 2009.
According to the Schedule 13G, Mr. Miller has sole
voting power over 313,467 TSC common shares and sole dispositive
power over 313,467 TSC common shares. |
|
|
|
(3) |
|
This information is derived from a Schedule 13G filed by
Hedonic Capital LLC and Mr. David T. Lu on March 20,
2009. Mr. Lu is the managing member of Hedonic Capital LLC and
has sole dispositive and voting power of shares owned by Hedonic
Capital. According to the Schedule 13G, Mr. Lu has
sole voting power over 249,520 TSC common shares and sole
dispositive power over 249,520 TSC common shares. |
|
|
|
(4) |
|
This information is derived from a Schedule 13G filed by
Dimensional Fund Advisors LP and certain of its affiliated
entities on February 9, 2009. According to the
Schedule 13G, Dimensional Fund Advisors LP and certain
of its affiliated entities have sole voting power over 159,158
TSC common shares and sole dispositive power over 159,158 TSC
common shares. |
30
|
|
|
(5) |
|
This information is derived from the most recent report on
Schedule 13G filed by CCI Consulting, Inc., formerly
Charter Consulting, Inc., on November 26, 2007. According
to the Schedule 13G, CCI Consulting, Inc. has sole voting
and dispositive power with respect to 151,025 shares. |
|
|
|
(6) |
|
This information is derived from the most recent report on
Schedule 13G filed by Mr. Tokarz on February 9,
2006. According to the Schedule 13G, Mr. Tokarz has
sole voting power and dispositive power over 143,942 shares
and shared voting and dispositive power over 1,725 shares. |
|
|
|
(7) |
|
This information is derived from a Schedule 13G filed by
TowerView LLC on March 20, 2009. According to the
Schedule 13G, TowerView LLC has sole voting power over
132,126 TSC common shares and sole dispositive power over
132,126 TSC common shares. |
Security
Ownership of Management
The following table sets forth information as of March 27,
2009 concerning the beneficial ownership of TSC common stock for
each director, named executive officer and all directors and
executive officers as a group. Unless otherwise noted, the
listed persons have sole voting and investment power with
respect to the shares held in their names, subject to community
property laws, if applicable.
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
and Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name of Beneficial Owner
|
|
Ownership(1)
|
|
|
of Class(2)
|
|
|
Directors
|
|
|
|
|
|
|
|
|
Elizabeth Alhand
|
|
|
0
|
|
|
|
|
*
|
Kathryn A. Dcamp
|
|
|
0
|
|
|
|
|
*
|
Carl F. Dill
|
|
|
19,650
|
|
|
|
|
*
|
Timothy R. Zoph
|
|
|
0
|
|
|
|
|
*
|
Named Executive Officers
|
|
|
|
|
|
|
|
|
Milton G. Silva-Craig
|
|
|
114,859
|
|
|
|
4.31
|
%
|
Timothy G. Rogers
|
|
|
22,223
|
|
|
|
|
*
|
All Directors and Named Executive Officers as a group
(6 persons)
|
|
|
156,732
|
|
|
|
5.79
|
%
|
Notes:
|
|
|
(1) |
|
Includes shares that may be acquired under options which are
currently exercisable and which will be exercisable within
60 days in the following amounts: Mr. Silva-Craig
6,944 and Mr. Rogers 2,222 shares; and directors and
Named Executive Officers as a group, 9,166 shares. |
|
|
|
(2) |
|
The percentage of outstanding shares beneficially owned by each
person is calculated based on the 2,565,866 outstanding common
shares as of March 27, 2009, plus the shares that such
person has the right to acquire as of March 27, 2009 or
within 60 days thereafter upon the exercise of conversion
rights and options. |
31
INTERESTS
OF DIRECTORS AND OFFICERS IN THE PLAN OF DISSOLUTION
In considering the recommendation of the Board to approve the
Plan of Dissolution, you should be aware that our directors and
our executive officers have interests that may be different
from, or are in addition to, your interests as a stockholder.
The Board was aware of these actual and potential conflicts of
interest and considered them along with other matters when they
determined to recommend the Plan of Dissolution.
Following dissolution, we will continue to indemnify our
officers, directors, employees and agents in accordance with our
articles of incorporation and bylaws for actions taken in
connection with the Plan of Dissolution and the winding up of
our business and affairs, and we will continue to compensate our
officers, directors and employees in connection with their
services provided in connection with the implementation of the
Plan of Dissolution, if any. As part of our dissolution process,
we intend to purchase a director and officer liability insurance
policy as well as a tail insurance policy for
periods subsequent to our filing of the certificate of
dissolution.
Messrs. Silva-Craig and Rogers are parties to employment
agreements with TSC providing for severance and other benefits
upon termination of employment. Mr. Silva-Craigs
employment agreement provides that if we terminate his
employment with us without cause, Mr. Silva-Craig would be
entitled to receive (i) his base salary, health insurance
and general benefits for a period of one year from the effective
date of the termination of his employment; (ii) immediate
vesting of his unvested and outstanding stock options; and
(iii) a one-time termination payment equal to 50% of his
annual base salary. Mr. Rogers employment agreement
provides that if we terminate his employment with us without
cause, Mr. Rogers would be entitled to receive (i) his
base salary and health insurance benefits for a period of six
months from the effective date of the termination of his
employment and (ii) immediate vesting of his unvested and
outstanding stock options. If the Plan of Dissolution is
approved by TSC stockholders, it is contemplated that the
employment with the Company of Messrs. Silva-Craig and
Rogers will be terminated when their services are no longer
required in connection with the winding up of the Company and
the liquidation of its assets.
32
SELECTED
FINANCIAL DATA
The following table summarizes certain selected financial data
that is derived from TSCs audited financial statements.
The selected financial data should be read in conjunction with
TSCs audited statements of operations for the years ended
December 31, 2008, 2007, and 2006 and the audited balance
sheets as of December 31, 2008 and 2007, including, in each
case, the notes thereto, as well as, Managements
Discussion and Analysis of Financial Condition and Results of
Operations, all of which have been filed with the Companys
annual report on
Form 10-K
for the year ended December 31, 2008. All amounts are in
thousands, except per share data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,303
|
|
|
$
|
10,336
|
|
|
$
|
12,063
|
|
|
$
|
28,978
|
|
|
$
|
20,544
|
|
Goodwill and intangible asset impairments
|
|
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
Restructuring and other charges (credits)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,719
|
|
|
|
(579
|
)
|
Gain on litigation settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,722
|
)
|
|
|
|
|
Operating loss
|
|
|
(2,235
|
)
|
|
|
(7,600
|
)
|
|
|
(11,108
|
)
|
|
|
(20,168
|
)
|
|
|
(10,715
|
)
|
Net loss
|
|
$
|
(406
|
)
|
|
$
|
(8,295
|
)
|
|
$
|
(8,834
|
)
|
|
$
|
(17,405
|
)
|
|
$
|
(8,547
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$
|
(0.16
|
)
|
|
$
|
(3.26
|
)
|
|
$
|
(3.57
|
)
|
|
$
|
(7.41
|
)
|
|
$
|
(4.18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, short-term investments and promissory notes
|
|
$
|
8,638
|
|
|
$
|
10,968
|
|
|
$
|
13,510
|
|
|
$
|
20,135
|
|
|
$
|
30,032
|
|
Total Assets
|
|
|
10,609
|
|
|
|
15,434
|
|
|
|
26,042
|
|
|
|
32,799
|
|
|
|
53,084
|
|
Stockholders Equity
|
|
$
|
9,343
|
|
|
$
|
10,172
|
|
|
$
|
18,080
|
|
|
$
|
24,648
|
|
|
$
|
41,794
|
|
33
OTHER
INFORMATION
Additional
Information
Additional information with respect to the Company and its
business, including financial information with respect to the
Company, is contained in the Companys Annual Report on
Form 10-K
for the year ended December 31, 2008, which is attached
hereto as Annex B.
Future
Stockholder Proposals
If the liquidation and dissolution is completed, there will be
no future meetings of TSCs stockholders. If the
liquidation and dissolution is not completed, however,
stockholders will continue to be entitled to attend and
participate in meetings of stockholders. If the liquidation and
dissolution is not completed, TSC will inform its stockholders,
by press release or other means determined reasonable by TSC, of
the date by which stockholder proposals must be received by TSC
for inclusion in the proxy materials relating to TSCs 2009
annual meeting, which proposals must comply with the rules and
regulations of the SEC then in effect.
Where
Stockholders Can Find More Information
TSC files annual, quarterly and current reports, proxy
statements and other documents with the SEC under the Exchange
Act. These reports, proxy statements and other information
contain additional information about TSC and will be made
available for inspection and copying at TSCs executive
offices during regular business hours by any stockholder or a
representative of a stockholder as so designated in writing.
Stockholders may read and copy any reports, statements or other
information filed by TSC at the SECs Public Reference Room
at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.
The SEC maintains a website at
http://www.sec.gov
that contains reports, proxy and information statements, and
other information regarding issuers that file electronically
with the SEC.
A list of stockholders will be available for inspection by
stockholders of record at TSCs executive offices at 55
East Monroe Street, Suite 2600, Chicago, Illinois 60603
during ordinary business hours for a period of ten days prior to
the date of the special meeting. The list of stockholders will
be available at the special meeting or any adjournment thereof.
34
ANNEX A
PLAN OF
COMPLETE LIQUIDATION AND DISSOLUTION
OF
TECHNOLOGY SOLUTIONS COMPANY
This Plan of Complete Liquidation and Dissolution (the
Plan) is intended to constitute a plan of
distribution under Section 281(b) of the Delaware General
Corporation Law (the DGCL) and accomplish the
complete liquidation and dissolution of Technology Solutions
Company, a Delaware corporation (the
Company), in accordance with the DGCL and
applicable provisions of the Internal Revenue Code of 1986, as
amended, as follows:
1. The Board of Directors of the Company (the
Board) has adopted this Plan. The Board will
call a meeting (the Meeting) of the holders
of the Companys outstanding common stock, par value $.01
per share (the Common Stock) to take action
on the Plan and ratify the Companys actions taken to date
on the Plan. If stockholders holding a majority of the Common
Stock vote for the adoption of this Plan at the Meeting, the
Plan shall constitute the adopted Plan of the Company as of the
date of the Meeting, or such later date on which the
stockholders may approve the Plan if the Meeting is adjourned to
a later date (the Adoption Date).
2. After the Adoption Date, the Company shall not engage in
any business activities except to the extent necessary to
preserve the value of its assets, wind up its business affairs
and distribute its assets in accordance with this Plan. No later
than thirty (30) days following the Adoption Date, the
Company shall file Form 966 with the Internal Revenue
Service.
3. From and after the Adoption Date, the Company shall
complete the following corporate actions:
(a) The Company shall use its best efforts to sell,
exchange or otherwise dispose of the assets listed on
Schedule A hereto in one or more transactions upon
such terms and conditions as the Board, in its reasonable
judgment, deems expedient and in the best interests of the
Company and its stockholders, without any further vote or action
by the Companys stockholders. The assets and properties
listed on Schedule A may be sold in bulk to one
buyer or a small number of buyers or on a piecemeal basis to
numerous buyers, and Buyers may include Company employees or
former employees.
(b) The Company shall collect or make provision for the
collection of all accounts receivable, debts and claims owing to
the Company, which receivables, debts and claims are set forth
on Schedule B.
(c) The Company shall pay or, make reasonable provision to
pay, all claims and obligations of the Company and its
subsidiaries, including all contingent, conditional or unmatured
claims known by the Company, which are set forth on
Schedule C.
(d) The Company shall for the purposes of implementing and
assuring completion of this Plan, pay reasonable brokerage,
agency, professional and other fees and expenses of persons
rendering services to the Company in connection with the
collection, sale, exchange or other disposition of the
Companys property and assets and the implementation of
this Plan. The Company may also pay the officers and directors
of the Company and the employees, agents, consultants and
representatives of the Company, or any of them, reasonable
compensation, in money or other property.
(e) The Company shall (i) make such provision as will
be reasonably likely to be sufficient to provide compensation
for any claim against the Company or its subsidiaries which is
the subject of a pending action, suit or proceeding to which the
Company is a party and (ii) make such provision as shall be
reasonably likely to be sufficient to provide compensation for
claims against the Company or its subsidiaries that have not
been made known to the Company or that have not arisen but that,
based on facts known to the Company, are likely to arise or to
become known to the Company within ten (10) years after the
date of dissolution. The Board shall establish a contingency
reserve in
A-1
cash and/or
property (the Contingency Reserve) to satisfy
such claims and obligations and all expenses of the sale of the
Companys property and assets and the liquidation and
dissolution provided for in this Plan. Any unexpended and
unencumbered portion of the Contingency Reserve shall be
distributed to the holders of Common Stock, as provided in
paragraph 3(h). Provided that the Adoption Date shall have
occurred, a Certificate of Dissolution shall have been filed
with respect to the Company as provided in Section 275(d)
of the DGCL and a Liquidating Trust (as defined in
Section 7 hereof) shall have been established
pursuant to Section 7 below, any unexpended amounts
remaining in the Contingency Reserve shall be transferred to the
Liquidating Trust no later than December 31, 2009.
(f) By approval of this Plan, the Board has determined in
good faith that the estimated net value of its assets available
for distribution, after having accounted for: (i) the
estimated cash; (ii) the estimated fair market value of all
assets that are available for distribution; (iii) the
assets to be included in the Contingency Reserve;
(iv) payment of all its known and estimated obligations and
all expenses relating to the liquidation and dissolution
provided for in this Plan, including the obligations set forth
on Schedule C; and (v) a bad debt discount
factor for the collection of all accounts receivable, debts and
claims owing to the Company, set forth on
Schedule B, due to the public market announcement of
this liquidation plan; as of the date of such approval is
approximately $6,350,000. The basis for the foregoing
determinations of fair market value shall be filed with the
minutes of the Board. The Board shall use reasonable efforts to
distribute all cash and other assets available for distribution
to stockholders of the Company (other than any unexpended
portion of the Contingency Reserve) (the
Distribution) as promptly as practicable.
Provided that the Adoption Date shall have occurred and a
certificate of dissolution shall have been filed with respect to
the Company as provided in Section 275(d) of the DGCL (a
Certificate of Dissolution), any such cash
and other assets not so distributed shall be transferred to the
Liquidating Trust (if such a trust is established) as soon as
reasonably possible, but no later than December 31, 2009.
(g) An initial Distribution will be made in an amount
estimated as of the date of the Plan to be equal to $5,131,732,
pro rata to the record holders of Common Stock, as soon as
reasonably practicable after the filing of a Certificate of
Dissolution with respect to the Company.
(h) Any distributions to stockholders from the unexpended
and unencumbered balance of the Contingency Reserve, whether
made directly by the Company or by the Liquidating Trust
described in Section 7, below, shall be made in
accordance with paragraph (g) above.
(i) The Company will not be required to obtain appraisals
or other third party opinions as to the value of its properties
and assets in connection with the liquidation.
4. Prior to the Adoption Date, the Company shall take such
reasonable and necessary efforts in preparation of the
liquidation process, including:
(a) Enter into negotiations and or contingent agreements
for the sale, exchange or disposal of the assets listed on
Schedule A, with the express limitation that no such sale
or disposition will occur until the Adoption Date.
(b) Terminate and pay such reasonable termination fees for
employees not: (i) directly supporting client engagements;
(ii) required to facilitate the liquidation process; or
(iii) required to preserve, facilitate or maximize the
value of an asset.
(c) Enter into negotiations with clients and employees to
facilitate an orderly completion of existing client engagements
so that terms of the client agreement are met and future
warranty liabilities are mitigated.
(d) Prepare such materials required for the termination of
all benefit plans, including, but not limited to, health and
defined contribution plans.
5. The distributions to the stockholders pursuant to
Sections 3 and 7 hereof shall be in complete
redemption and cancellation of all of the outstanding Common
Stock of the Company. As a condition to
A-2
receipt of any distribution to the Companys stockholders,
the stockholders may be required (in the sole discretion of the
Board) to (a) surrender their certificates evidencing the
Common Stock to the Company or its agents for cancellation or
(b) furnish the Company with evidence satisfactory to the
Board or the Trustee (as defined in Section 7
hereof) of the loss, theft or destruction of such certificates
evidencing the Common Stock, together with such surety bond or
other security or indemnity as may be required by and
satisfactory to the Board or the Trustee. Thereafter, the rights
of such stockholders shall be limited to the contractual right
to receive distributions pursuant to this Plan. The Company will
finally close its stock transfer books and discontinue recording
transfers of Common Stock on the earliest to occur of
(x) the close of business on the record date fixed by the
Board for the final liquidating distribution, (y) the close
of business on the date on which the remaining assets of the
Company are transferred to the Trust or (z) the date on
which the Company ceases to exist under the DGCL (following any
post-dissolution continuation period thereunder), and thereafter
certificates representing Common Stock will not be assignable or
transferable on the books of the Company except by will,
intestate succession, or operation of law.
6. If any distribution to a stockholder cannot be made,
whether because the stockholder cannot be located, has not
surrendered its certificates evidencing Common Stock if required
hereunder or for any other reason, the distribution to which
such stockholder is entitled (unless transferred to the Trust
established pursuant to Section 7 hereof) shall be
transferred to the official of such state or other jurisdiction
authorized by applicable law to receive the proceeds of such
distribution. The proceeds of such distribution shall thereafter
be held solely for the benefit of and for ultimate distribution
to such stockholder as the sole equitable owner thereof and
shall be treated as abandoned property and escheat to the
applicable state or other jurisdiction in accordance with
applicable law. In no event shall the proceeds of any such
distribution revert to or become the property of the Company.
7. As a final liquidating distribution, the Company may but
is not required to transfer to a liquidating trustee (the
Trustee), for the benefit of its
stockholders, under a liquidating trust agreement (the
Liquidating Trust), any assets of the Company
which (a) have not been previously distributed to the
stockholders of the Company as provided above, or (b) are
held as the Contingency Reserve. The Trustee shall succeed to
all right, title and interest of the Company of any kind and
character with respect to such transferred assets and, to the
extent of the assets so transferred and solely in his or her
capacity as Trustee, shall assume all of the liabilities and
obligations of the Company, including, without limitation, any
unsatisfied claims and unascertained or contingent liabilities.
Further, any conveyance of assets to the Trustee shall be deemed
to be a distribution of property and assets by the Company to
the stockholders for the purposes of Section 3 of
this Plan. Any such conveyance to the Trustee shall be in trust
for the stockholders of the Company. Adoption of this Plan by
the holders of a majority of the outstanding Common Stock shall
constitute the approval of the stockholders of the appointment
of the Trustee, such liquidating trust agreement and the
transfer of any assets by the Company to the Trust as their act
and as a part hereof as if herein written.
8. The adoption of the Plan by holders of a majority of the
outstanding Common Stock shall constitute full and complete
authority for the Board and the officers of the Company, without
further stockholder action, to proceed with the dissolution,
winding up, and liquidation of the Company in accordance with
any applicable provision of the DGCL, including, without
limitation, Section 281(b) of the DGCL, and to take all
actions as may be necessary or appropriate in furtherance of the
dissolution, winding up and liquidation of the Company in
accordance with this Plan and Delaware law.
9. After the Adoption Date, the Company shall promptly
obtain any certificates required from the Delaware tax
authorities and, upon obtaining such certificates, the Company
shall file with the Secretary of State of the State of Delaware
a Certificate of Dissolution in accordance with the DGCL.
10. Adoption of this Plan by holders of a majority of the
outstanding Common Stock shall constitute the approval of the
stockholders of any sale, exchange or other disposition of the
property and assets of the Company contemplated by this Plan,
whether such sale, exchange or other disposition occurs in one
A-3
transaction or a series of transactions, and shall constitute
ratification of all contracts for sale, exchange or other
disposition which are conditioned on adoption of this Plan.
11. The Company shall continue to indemnify its officers,
directors, employees, agents and representatives in accordance
with its certificate of incorporation, as amended, and by-laws
and any contractual arrangements, for the actions taken in
connection with this Plan and the winding up of the affairs of
the Company. The Companys obligation to indemnify such
persons may also be satisfied out of the assets of the Trust.
The Board and the Trustee, in their absolute discretion, are
authorized to obtain and maintain insurance as may be necessary
or appropriate to cover the Companys obligation hereunder,
including seeking an extension in time and coverage of the
Companys insurance policies currently in effect.
12. Notwithstanding the adoption of this Plan by the
holders of a majority of the outstanding Common Stock, the Board
may modify, amend or abandon this Plan and the transactions
contemplated hereby without further action by the stockholders
to the extent permitted by the DGCL.
13. The schedules to this Plan shall be updated as
necessary to comply with the provisions of Section 281(b)
of the DGCL.
14. The Board shall determine whether to liquidate or merge
into itself, any one or more, or all, of the Companys
existing subsidiaries incident to the completion of the
transactions contemplated by this Plan, or to transfer the
shares of any such subsidiary to an outside party or to the
stockholders of the Company. If and to the extent that the
Company determines that any such subsidiary shall be liquidated
or merged, it shall determine the manner for effecting such
liquidation or merger, and may cause a Plan of Liquidation to be
adopted by such subsidiary which shall be based on the
provisions of this Plan except to the extent that such
provisions are manifestly inconsistent with the liquidation or
merger of a subsidiary.
15. The Board is hereby authorized, without further action
by the Companys stockholders, to do and perform or cause
the officers of the Company, subject to approval of the Board,
to do and perform, any and all acts, and to make, execute,
deliver or adopt any and all agreements, resolutions,
conveyances, certificates and other documents of every kind
which are not inconsistent with the provisions of this Plan and
are deemed necessary, appropriate or desirable, in the
reasonable judgment of the Board, to implement this Plan and the
transactions contemplated hereby, including, without limiting
the foregoing, all filings or acts required by any state or
federal law or regulation to wind up its affairs.
A-4
SCHEDULE A
Assets
for Sale, Exchange or Disposal
|
|
|
|
|
|
|
Description
|
|
Estimated Value
|
|
|
1.
|
|
|
Furniture and equipment located at 55 East Monroe,
Suite 2600 Chicago, Il 60603 as detailed on
Schedule A(1)
|
|
$75,000
|
|
2.
|
|
|
Intellectual Property related to Companys Blue Ocean
software products
|
|
[To be determined]
|
|
3.
|
|
|
Intellectual Property related to Companys Data Migration
software product
|
|
$125,000
|
|
4.
|
|
|
Services contracts and Master Service Agreements for Healthcare
Services Practice
|
|
[To be determined]
|
|
5.
|
|
|
Sublease for space at 55 East Monroe, Suite 2600, Chicago
IL 60603
|
|
[To be determined]
|
|
6.
|
|
|
Outstanding balance in the Companys investment account at
Harris Bank, Chicago, IL
|
|
$6,633,800
|
|
7.
|
|
|
Outstanding balance in Companys general account at Bank of
America, Chicago, IL
|
|
$568,000
|
A-5
SCHEDULE A
(1)
Furniture
and Equipment at 55 East Monroe
1. All furniture located at 55 E. Monroe Street,
Suite 2600 Chicago, IL 60602
a. Desks
b. Tables
c. Chairs
d. Filing cabinets
e. Cubicles
f. All other ancillary office furniture
2. All computer equipment:
a. Laptop computers
b. Laser printers
c. All other ancillary computer equipment
3. Telephone systems:
a. Phone headsets
b. Telephone system
c. All other ancillary telephone system equipment
4. All office equipment:
a. Fax machines
b. Copiers
c. Overheads/projectors
d. White boards
e. All other ancillary office equipment
A-6
SCHEDULE B
Receivables,
Debts and Claims to be Collected
|
|
|
|
|
|
|
Description
|
|
Estimated Value
|
|
|
1.
|
|
|
All unpaid, billed and unbilled accounts receivable for services
provided as detailed on Schedule B(1)
|
|
$275,738.09
|
|
2.
|
|
|
Payment under the Promissory Note dated April 30, 2008, by
and between the Company and EnteGreat Solutions, LLC, for which
a receipt is due and payable on April 29, 2009
|
|
$380,271
|
|
3.
|
|
|
Payment under the Senior Promissory Note dated April 30,
2008, by and between the Company and Valkre Solutions, Inc. for
which a receipt is due and payable on March 31, 2009
|
|
$135,918
|
|
4.
|
|
|
Payment under the Senior Promissory Note dated April 30,
2008, by and between the Company and Valkre Solutions, Inc. for
which a receipt is due and payable on June 30, 2009
|
|
$135,918
|
|
5.
|
|
|
Interest receipts due on the Companys investment account
at Harris Bank, Chicago, IL
|
|
$20,000
|
|
6.
|
|
|
Royalty book income for the period ended December 31, 2008
from John Wiley & Co.
|
|
$225
|
|
7.
|
|
|
All amounts, including expenses, to be billed for services to be
provided from February 1, 2009 through May 31, 2009
under the following open Master Service Agreements and/or
Statements of Work (SOW):
|
|
$388,000
|
|
|
|
|
a. Nebraska Medical Center, SOW dated October 15, 2008;
|
|
|
|
|
|
|
b. Tenet Health Systems, SOW dated November 14, 2006;
|
|
|
|
|
|
|
c. Sutter California Pacific Medical Center, SOW dated
August 20, 2008
|
|
|
|
|
|
|
d. Faxton-St Lukes Healthcare, SOW dated
February 25, 2008;
|
|
|
|
|
|
|
e. Faxton-St Lukes Healthcare, SOW dated
April 23, 2008;
|
|
|
|
|
|
|
f. Aurora BayCare Medical Center, SOW dated
September 9, 2008;
|
|
|
|
|
|
|
g. McKesson Corp. Our Lady of Resurrection , SOW
dated November 20, 2008;
|
|
|
|
|
|
|
h. McKesson Corp. Reynolds Memorial, SOW dated
October 16, 2008;
|
|
|
|
|
|
|
i. Cooper University Health System, SOW dated
October 17, 2006;
|
|
|
|
|
|
|
j. University of Utah Hospitals and Clinics, SOW dated
January 14, 2009; and
|
|
|
|
|
|
|
k. Harvard Pilgrim Health Care, SOW dated December 10,
2008.
|
|
|
A-7
SCHEDULE C
Claims
and Obligations to be Paid
1. All payroll related obligations of the Company as
detailed on Schedule C (1)
2. All accounts payables, properly authorized and
outstanding, as listed on Schedule C (2)
A-8
SCHEDULE C
(1)
Payroll
related Obligations
|
|
|
|
|
|
|
Description
|
|
Estimated Costs
|
|
|
1.
|
|
|
All payments due under Employment Agreements :
|
|
$570,000
|
|
|
|
|
a. by and between the Company and Milton Silva-Craig, dated
12/4/06; and
|
|
|
|
|
|
|
b. by and between the Company and Timothy G. Rogers, dated
9/24/07
|
|
|
|
2.
|
|
|
All Board of Directors fees due for services rendered through
Q1, 2009
|
|
$32,000
|
|
3.
|
|
|
All payroll obligations, including payments under the
Companys employee benefits program, for the Companys
current active employees for services from February 1, 2009
through March 31, 2009. Assumes a final employment date of
March 31, 2009 (pending final dissolution)
|
|
$472,000
|
|
4.
|
|
|
All severance related obligations, as agreed upon prior to the
establishment of the dissolution plan, for which outstanding
obligations are due:
|
|
$393,000
|
|
|
|
|
a. David Wasson, under separation agreement dated
April 30, 2008;
|
|
|
|
|
|
|
b. David Dimond, under termination letter agreement dated
March 14, 2008;
|
|
|
|
|
|
|
c. Elizabeth Hubbard, under separation agreement dated
January 6, 2009;
|
|
|
|
|
|
|
d. Ian David Kessler, under separation agreement dated
January 11, 2009;
|
|
|
|
|
|
|
e. Rehan Virani, under separation agreement dated
January 23, 2009
|
|
|
|
|
|
|
f. Frank Tirone, under separation agreement dated
January 27, 2009;
|
|
|
|
|
|
|
g. Elise Skora, under separation agreement dated
January 27, 2009;
|
|
|
|
|
|
|
h. Other severance arrangements
|
|
|
A-9
SCHEDULE C
(2)
Accounts
Payable Obligations
|
|
|
|
|
|
|
Description
|
|
Estimated Costs
|
|
|
1.
|
|
|
All accounts payables, duly authorized and owing, as detailed on
Schedule C (2)(a)
|
|
$245,000
|
|
2.
|
|
|
All amounts due under Sublease by and between the Company and
One South Dearborn LLC, dated May 15, 2006 for office space
at 55 East Monroe, Suite 2600 Chicago, IL 60603, having a
termination date of 2/28/10
|
|
$197,000
|
|
3.
|
|
|
All amounts due under lease by and between the Company and:
|
|
$196,000
|
|
|
|
|
a. CIT Group, Lease #907000012400, dated October 26,
2007, with a termination date of October 26, 2010, for 39
laptops;
|
|
|
|
|
|
|
b. CIT Group, Lease #901002903100, dated June 20,
2008, with a termination date of June 20, 2011, for 15
laptops; and
|
|
|
|
|
|
|
c. Imagetec, dated October 1, 2008, with a termination
date of December 1, 2011, for 2 Minolta copiers
|
|
|
|
4.
|
|
|
All amounts due to Grant Thornton for the annual audit for the
Company as per the Engagement Letter agreement, dated
January 15, 2009
|
|
$75,000
|
|
5.
|
|
|
Other ancillary expenses
|
|
$109,000
|
A-10
ANNEX B
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington DC
20549
Form 10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
For the year ended December 31, 2008
Commission file number 0-19433
Technology Solutions
Company
(Exact name of registrant as
specified in its charter)
Incorporated
in the State of Delaware
IRS Employer Identification
No. 36-3584201
|
|
|
55 East Monroe Street, Suite 2600
|
|
60603
|
Chicago, Illinois
(Address of principal
executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(312) 228-4500
Securities
Registered Pursuant To Section 12(b) Of The Act:
None
Securities
Registered Pursuant To Section 12(g) Of The Act:
|
|
|
|
|
Name of Each Exchange
|
Title of Each Class
|
|
on Which Registered
|
|
Common Stock,
$.01 par value per share
|
|
Nasdaq Global
Market
|
Preferred Stock
Purchase Rights
|
|
|
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or
Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the
registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated
filer o
|
|
Accelerated
filer o
|
|
Non-accelerated
filer þ
(Do not check if a smaller reporting company)
|
|
Smaller reporting
company o
|
Indicate by check mark whether the registrant is a shell
company (as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The aggregate market value of the registrants voting
stock held by nonaffiliates of the registrant (based upon the
per share closing price of $4.66 on June 30, 2008, and, for
the purpose of this calculation only, the assumption that all of
registrants directors and executive officers are
affiliates) was approximately $11,130,000.
The number of shares outstanding of the registrants
Common Stock, $.01 par value per share, as of March 5,
2009 was 2,565,899.
B-1
TECHNOLOGY
SOLUTIONS COMPANY
FORM 10-K
TABLE OF
CONTENTS
B-2
Technology
Solutions Company
(Amounts in thousands, except share, per share data or as
noted)
PART I.
Introduction
Technology Solutions Company (TSC) is a software and
services firm providing business solutions to the healthcare
industry.
TSC delivers industry leading solutions and rapid results by
leveraging seasoned teams, deep industry expertise and best
practice know-how, combined with unique intellectual property
and technology implementation skills. TSC maintains high client
satisfaction levels and long term relationships based on its
collaborative approach and Quality Assurance program. TSCs
clients are primarily located throughout the United States.
As used herein, the terms TSC, Company,
we or us unless the context otherwise
clearly requires, refer to Technology Solutions Company and its
subsidiaries. TSC trades on The Nasdaq Global
Market®
under the symbol TSCC. TSC is incorporated under the
laws of the state of Delaware and operates within one reportable
business segment. This report discusses the twelve months ended
December 31, 2008. TSCs executive office is located
in Chicago, Illinois.
This
Form 10-K
contains or may contain forward-looking statements concerning
our financial position, results of operations, cash flows,
business strategy, budgets, projected costs and plans and
objectives of management for future operations as well as other
statements. Forward-looking statements may be preceded by,
followed by or include the words may,
will, should, could,
would, potential, possible,
believe, expect, anticipate,
intend, plan, estimate,
hope, project or similar expressions.
These forward-looking statements involve significant risks and
uncertainties. Although we believe that the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, readers are cautioned that no assurance
can be given that such expectations will prove correct and that
actual results and developments may differ materially from those
conveyed in such forward-looking statements. We claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995 for all forward-looking statements.
Forward-looking statements are not guarantees of performance.
Forward-looking statements speak only as of the date on which
they are made and, except as may be otherwise required by law,
we do not undertake any obligation to update any forward-looking
statement to reflect subsequent events or circumstances. If we
do update or correct one or more forward-looking statements,
readers, investors and others should not conclude that we will
make additional updates or corrections with respect thereto or
with respect to other forward-looking statements. The outcomes
expressed or implied in these forward-looking statements could
be affected by many important factors. Actual results may vary
materially.
PLAN OF
COMPLETE LIQUIDATION AND DISSOLUTION
On February 10, 2009, TSC announced that its Board of
Directors has determined, after extensive and careful
consideration of the Companys strategic alternatives and
analysis of the prevailing economic and industry conditions,
that it is in the best interests of the Company and its
stockholders to liquidate the Companys assets and to
dissolve the Company. The Companys Board of Directors has
approved a Plan of Complete Liquidation and Dissolution of the
Company (the Plan), subject to stockholder approval.
The Company intends to hold a special meeting of stockholders to
seek approval of the Plan and will file related proxy materials
with the Securities and Exchange Commission (SEC) in
the near future. Prior to the special meeting, the Company will
reduce its headcount to a limited number of employees who will
assist through the termination of operations.
B-3
The Plan contemplates an orderly wind down of the Companys
business and operations. If the Companys stockholders
approve the Plan, the Company intends to file a certificate of
dissolution, sell or otherwise dispose of its non-cash assets,
satisfy or resolve its remaining liabilities and obligations,
including but not limited to contingent liabilities and claims,
ongoing client agreements, lease obligations, severance for
terminated employees, and costs associated with the liquidation
and dissolution, and make one or more distributions to its
stockholders of cash available for distribution, subject to
applicable legal requirements. The Plan, upon approval of
stockholders, provides for an initial cash distribution
currently estimated to be in the amount of $2.00 per share.
Following stockholder approval of the Plan and the filing of a
certificate of dissolution, the Company will delist its common
stock from NASDAQ.
If, prior to its dissolution, the Company receives an offer for
a corporate transaction that will, in the view of the Board of
Directors, provide superior value to stockholders than the value
of the estimated distributions under the Plan, taking into
account all factors that could affect valuation, including
timing and certainty of closing, credit market risks, proposed
terms and other factors, the Plan and dissolution could be
abandoned in favor of such a transaction.
Business
Solution Offerings and Services
TSC provides specialized business solutions to the healthcare
market. Our assessment process evaluates and identifies
opportunities to create value at all points across the
enterprise, reducing inefficiencies and improving customer
experience. Our digital imaging capabilities and expertise help
healthcare providers optimize workflow, reduce the high
recurring expense of film and ensure that disparate clinical
information systems communicate across the enterprise.
TSC provides end-to-end solutions by utilizing experienced,
collaborative teams, who focus on speed-to-value, helping
clients deploy business, process and technology innovations.
Acquisitions
On March 15, 2006, TSC acquired the consulting assets of
Charter Consulting, Inc. The former Charter Consulting practice
morphed overtime into a TSC practice called Customer Value
Creation. The practice was sold on December 31, 2008 to
Valkre Solutions, Inc. which is further reflected below under
Divestitures.
Divestitures
SAP
Practice
During the second quarter of 2008, the Company sold its SAP
Practice (the Practice) in order to further its
focus on the healthcare market. The sale closed on May 5,
2008, with an effective date of April 30, 2008. TSC sold
substantially all of the assets and assign certain liabilities
of the Practice together with certain other assets, liabilities,
properties and rights of the Company relating to its SAP
services business to EnteGreat Solutions LLC
(EnteGreat). Pursuant to the sale, the Company
received $4,150 of cash and a $750 promissory note, due in two
installments (with the first installment received on
October 31, 2008 and the second installment due on
April 29, 2009).
In conjunction with the sale, the Company recorded a gain, net
of related transaction fee and expenses, of $1,526 in the
consolidated statement of operations.
B-4
Below is a summary of the net assets sold with the amounts as of
April 30, 2008, the effective date of the sale (000s):
|
|
|
|
|
|
|
As of April 30,
|
|
|
|
2008
|
|
|
Accounts receivable
|
|
$
|
2,592
|
|
Other current assets
|
|
|
69
|
|
|
|
|
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Total assets
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$
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2,661
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|
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Accounts payable
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323
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|
Accrued compensation
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|
|
559
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|
|
|
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Total liabilities
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$
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882
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Value of net assets sold
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$
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1,779
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CVC
Practice
On December 31, 2008, the Company sold its CVC Practice
(CVC) in order to further its focus on the
healthcare market. TSC sold substantially all of the assets and
assume certain liabilities of the CVC together with certain
other assets, liabilities, properties and rights of the Company
relating to its CVC business to Valkre Solutions, Inc.
(Valkre). Pursuant to the sale, the Company received
$130 of cash and a $270 senior promissory note, due in two
installments (with the first installment due on March 31,
2009 and the second installment due on June 30, 2009).
In conjunction with the sale, the Company recorded a gain, net
of related transactions fee and expenses, of $24 in the
consolidated statement of operations.
Clients
TSCs business is focused on the healthcare market, serving
clients based mainly in the United States. TSCs typical
clients are hospital systems with between $250 million to
$2 billion in annual revenue.
Competition
The business solutions/services market is highly competitive
from both a services and products standpoint. Market needs and
buying trends are constantly changing due to globalization,
rapid evolution of business process best practices, outsourcing
technology advances and other influences. TSCs revenue is
derived from hospital systems that are leading healthcare
providers. Both attract vigorous competition by solutions
providers and consultants. TSC seeks to minimize such
competition by providing unique business solutions in
specialized markets where it can differentiate itself.
TSCs competitors include international, national and
regional consulting and implementation firms, hardware and
software solution providers with professional services
divisions, and IT contract programming companies (including
offshore groups). TSC also competes with clients internal
IT resources. Many of TSCs competitors have significantly
greater financial, technical and marketing resources as well as
greater brand recognition.
Competition remains intense as a result of both economic and
market pressures highlighted by a recent global market slowdown.
Clients also have delayed or stopped purchasing decisions to
minimize or defer costs and have attempted to negotiate lower
prices or perform IT services in-house.
Competitive
Differentiation
TSC believes that it differentiates itself from its competitors
in four key areas:
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Intellectual capital, innovation and
execution: TSC turns ideas into packaged,
value-add business strategies and processes for its clients.
TSCs industry, process and technology experts drive the
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B-5
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development of innovative services to enhance our clients
business and IT operations. TSCs consulting staff utilizes
continuous peer knowledge exchange to share best practices from
current projects and from strategic relationships with software
and technology providers. Additionally, TSC built two software
applications in 2007 a real-time, operational
intelligence visualization platform for hospitals, and a data
management solution for migrating legacy medical image data into
new, enterprise systems which in addition to our
consulting services, provide for a basis of intellectual
property forming the foundation of TSCs value-added
services, tools and methodologies.
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Experience-based delivery model: Our
consultants plan, design and implement business solutions for
our clients based on a deep understanding of industry processes
and best practices, combined with expertise in current
technologies and applications. We leverage the capabilities and
best-practices from our diverse, specialized markets to bring
our customers unique and differentiated solutions. Led by
senior-level professionals with both industry and consulting
experience, we strive to provide demonstrable and tangible value
creation for our customers.
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Highly skilled, results-driven engagement
teams: TSC has produced measurable benefits for
our clients over the years through experienced consulting
professionals; the use of proprietary implementation tools; the
ability to apply new technologies and innovative business
solutions; a flat project staffing model of more experienced
personnel and fewer total personnel per project; and the quality
of its work product.
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Objective advisor: TSC works with a variety of
vendors to shape and implement our solution offerings and can
provide clients with objective advice in areas of applications,
tools and technology.
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Business
Development
TSC employs several primary revenue generation approaches,
including: (1) direct selling efforts of its business
development professionals; (2) direct marketing and
lead-generating programs; (3) leveraging large, channel
partners who can promote and sell our offerings; and
(4) personal relationships cultivated by its Senior
Vice-Presidents, Vice-Presidents and delivery personnel.
International
TSC had no international operations in 2008, and less than one
percent of overall revenues for international operations,
primarily in Canada, in 2007 and 2006, respectively.
Personnel
As of December 31, 2008, TSC had a total staff of 39, with
32 being billable professional resources. The average number of
years, within both industry and consulting, for the professional
staff ranged from 12 to 27 years of experience.
Intellectual
Property Rights
Most of TSCs professional services contracts require that
TSC grant proprietary and intellectual property rights with
respect to the work product resulting from TSCs
performance of services to the client. Each grant of proprietary
and intellectual property rights limits TSCs ability to
reuse certain work product with other clients.
With respect to the recently developed software applications,
TSC maintains all intellectual property rights. To protect its
proprietary information, TSC relies upon a combination of trade
secrets and common law, employee nondisclosure policies and
third party confidentiality agreements. However, there can be no
assurance that any of these steps taken by TSC will be adequate
to deter misappropriation of its specialized expertise and
methodologies.
Although TSC believes that its services and products do not
infringe on the intellectual property rights of others, there
can be no assurance that infringement claims will not be
asserted against TSC in the future.
B-6
Available
Information
TSC maintains an Internet web site at
http://www.techsol.com
that includes a hypertext link to the Securities and Exchange
Commissions (SEC) web site where TSCs
Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and all amendments to those reports are available without
charge, as soon as reasonably practicable following the time
that they are filed with or furnished to the SEC. The contents
of our website are not incorporated by reference herein.
We operate in an environment that is difficult to predict and
that involves significant risks and uncertainties, many of which
are beyond our control. These risks and uncertainties include,
but are not limited to, those set forth below. Other risks and
uncertainties not presently known to us or that are not
currently believed to be material, if they occur, also may
adversely affect us. In particular, these risks and
uncertainties could cause our actual financial, operating and
other results to differ materially from any results that we
might project, forecast, estimate or budget in our
forward-looking statements.
We are
subject to numerous risks currently affecting our
business.
We are currently subject to many risks, including, without
limitation:
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the potential for our shareholders not to approve our Plan of
Liquidation (discussed in more detail below);
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our ability to execute our Plan of Liquidation in the manner
contemplated;
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our ability to manage decreasing revenue levels;
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our need to attract new business, new clients and to increase
revenues;
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our ability to manage declining cash position;
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our ability to manage costs and headcount relative to expected
revenues;
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our ability to successfully introduce new product and service
offerings;
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our dependence on a limited number of clients for a large
portion of our revenue;
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the potential loss of significant clients;
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our ability to sell additional work to existing clients;
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our ability to attract and retain employees;
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the rapidly changing nature of information technology services,
including our ability to keep pace with technological and market
changes and our ability to refine and add to existing service
offerings;
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the decreasing level of inducement options available under our
2006 Employee Inducement Award Plan for grants by us to attract
new employees;
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the impact that the expiration of our shareholder approved 1996
Stock Incentive Plan may have on our ability to retain existing
employees; and the rapidly changing business, economic
or market conditions and changes in competitive and other
factors.
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Risks
related to our Plan of Liquidation
On February 10, 2009, the Company announced that its Board
of Directors has determined, after extensive and careful
consideration of the Companys strategic alternatives and
analysis of the prevailing economic and industry conditions,
that it is in the best interests of the Company and its
stockholders to liquidate the Companys assets and to
dissolve the Company. The Companys Board of Directors
approved a Plan of Complete Liquidation and Dissolution of the
Company (the Plan of Liquidation), subject to
stockholder approval. The Plan of Liquidation, upon approval of
stockholders, provides for an initial cash
B-7
distribution to shareholders of record currently estimated to
be in the amount of $2.00 per share. In addition, based upon the
results of the orderly wind down process of the Companys
business and operations, the Plan of Liquidation provides for
the opportunity for additional distributions.
We cannot assure our stockholders of the timing or amount of
their cash distributions. If the Companys stockholders
believe that we will be unable to complete our Plan of
Liquidation in a timely manner or if cash distributions do not
meet current estimates, the market price of our common stock may
decline. The actual values and costs associated with carrying
out the Plan of Liquidation are expected to differ from the
amounts publicly announced by the Company because of the
inherent uncertainty of the Plan of Liquidation. These
differences may be material. In particular, the estimates of our
costs will vary with the length of time necessary to complete
the Plan of Liquidation. Accordingly, it is not possible to
predict with certainty the aggregate amount which will
ultimately be distributed to stockholders and no assurance can
be given that the distributions will equal or exceed the
estimated amounts publicly announced by the Company. A number of
other factors including (i) unknown liabilities or claims,
(ii) greater or less than expected expenses, and
(iii) greater or less than anticipated net proceeds from
asset sales could result in the cash distributions to the
stockholders being more or less than anticipated or delayed.
As a result of the adoption of a Plan of Liquidation, potential
purchasers of our assets may try to take advantage of our
liquidation process and offer less-than-optimal prices for our
assets. We cannot predict how these factors and changes in the
national economy or other factors may affect the prices that we
can obtain from sales of our remaining assets or the timing of
such sales.
Our Board of Directors may abandon the Plan of Liquidation
without further action by our stockholders. Furthermore, our
Board of Directors may modify the Plan of Liquidation as
necessary, but any material amendment may require further
approval of our stockholders. Thus, we may decide to conduct the
liquidation differently than as described, to the extent we are
permitted to do so by Delaware law.
Historically, extraordinary corporate actions, such as a plan of
liquidation, often lead to securities lawsuits being filed
against a company. We are currently not aware of any pending
securities lawsuits relating to our Plan of Liquidation;
however, in the event such litigation should occur, it is likely
to be expensive and, even if we ultimately prevail, the process
will be time consuming and will divert managements
attention from implementing the Plan of Liquidation and
otherwise operating our business. If we do not prevail in any
such lawsuit, we may be liable for damages, the validity of our
approval of the Plan of Liquidation may be challenged, or we may
be unable to complete some transactions that we contemplated as
part of the Plan of Liquidation. We cannot predict the outcome
or the amount of expenses and damages, but the amounts could
have a material adverse effect on our business, net assets in
liquidation, cash flows and the timing and amount of cash
distributions to our stockholders.
We
must increase revenues and return to profitability in order to
continue as a going concern.
We have experienced ongoing decreased demand for our services
resulting in declining revenues and recurring operating losses.
For the years ended December 31, 2008, 2007 and 2006 we had
operating losses from continuing operations of
$1.9 million, $7.1 million and $10.3 million,
respectively. We need to attract business from new clients
through sales and marketing efforts and through specialty
services that address targeted industry and business concerns in
order to continue as a successful service provider.
If we are unable to increase revenues and regain profitability,
we may realize a decline in the quality of our services and
products and our ability to retain key personnel and our
business, financial condition and results of operations will be
adversely impacted.
We may
not be able to introduce new services and products successfully,
and our failure to do so could cause our operational results to
suffer.
We have introduced a number of new service and product offerings
to address the need for increased revenues. No assurance can be
given that these or any future offerings will gain acceptance
with our existing clients or prospective clients. For example,
we have developed a software application for the visualization
of
B-8
operational metrics data in hospitals. We have not yet secured
our first revenue producing client for this product. The absence
of successful new offerings or substantial expansion of existing
service lines will have an adverse impact on our future
revenues. In addition, the introduction of unsuccessful
offerings may result in write-offs and other expenses that could
adversely affect our operating performance and financial
condition.
In recent years, no major technological developments have been
introduced that could replace the applications with respect to
which we currently provide services. If such developments occur,
there can be no assurance that we will have the technological
expertise to provide services to address such developments or to
replace services that become obsolete.
If we are unable to introduce new services and products
successfully, we will realize a relative decline in the quality
of our services and products and our business, financial
condition and operational results will suffer.
Our
investments of certain cash balances in short-term investments
are subject to risks, which may cause losses and affect the
liquidity of these investments.
Our short-term investments consist of investments that are
subject to credit, liquidity, market and interest rate risk. For
example, historically, certain investments were made into
vehicles that held amounts in certain asset backed securities
and structured investment vehicles that are collateralized by
sub-prime mortgage securities or related to mortgage securities,
among other assets. Information and the markets relating to our
short-term investments remain dynamic, and there may be further
declines in the value of these investments, the value of the
collateral held by these entities, and the liquidity of our
investments. To the extent we determine that there is a further
decline in fair value, we may recognize additional losses in
future periods up to the aggregate amount of these investments.
If we
continue to experience operating losses, our cash resources will
be depleted and additional sources of cash will be required if
we are to continue as a going concern.
Until such time as revenues rise to sufficiently cover operating
costs, our operating losses and the associated cash requirements
are expected to be funded from our existing on-hand cash
resources. As of December 31, 2008, we had
$8.6 million in cash, short-term investments and promissory
notes. If we are not successful in addressing revenue growth and
eliminating negative cash flows, it will be necessary to raise
additional capital to offset losses from operations. There can
be no assurance that we will be able to obtain any additional
financing or that, if we were to be successful in finding
financing, it would be on favorable terms. Failure to obtain
necessary cash resources will threaten our ability to continue
as a going concern.
We
must manage costs to match the level of demand for our services,
and failure to do so will adversely affect our
business.
We regularly evaluate our business needs and the skill sets of
our employees in order to balance our resources and costs. Any
failure to effectively manage costs and resources will adversely
affect our business. While we have taken steps to reduce our
costs, we may be required to take further actions to reduce our
costs if revenues are insufficient to support our cost
structure. However, we may encounter limits to our ability to
reduce our costs further. Accordingly, no assurance can be given
that we will be able to implement additional cost reductions
necessary to match declining demand. In addition, efforts to
reduce our cost structure could adversely affect our ability to
increase our future revenues. Any decline in demand without a
corresponding and timely reduction in staffing and other
expenses, or a staffing increase that is not accompanied by a
corresponding increase in demand, could have a material adverse
effect on our business, operating results and financial
condition. Additionally, any future increase in demand without a
corresponding increase in staffing may render us unable to
maintain or improve our market share or strain or overwhelm
existing management resources, operational resources, financial
resources and management information systems. There can be no
assurance that we will be able to successfully manage future
fluctuation in demand.
Our expense levels are based, in part, on expectations of future
revenues. Accordingly, an unanticipated decrease in the number
or average size of our client projects, an unanticipated delay
in the scheduling of our
B-9
client projects or other decrease in revenues, could materially
and adversely affect our operating results and otherwise
adversely affect our operations.
An unanticipated termination or decrease in the size or scope of
a major project, a clients decision not to proceed with a
project as anticipated or the completion during a quarter of a
major client project could diminish employee utilization and
have a material adverse effect on our business, financial
condition and results of operations. Revenues and earnings may
also fluctuate from quarter to quarter because of such factors
as:
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the contractual terms and timing of completion of projects,
including achievement of certain business results;
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any delays incurred in connection with projects;
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the adequacy of provisions for losses and bad debts;
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the accuracy of our estimates of resources required to complete
ongoing projects;
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the loss of key highly skilled personnel necessary to complete
projects;
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increases in expenditures to support new product and service
offerings, e.g., acquisitions of people and technology; and
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general economic conditions.
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We may
not realize expected benefits from any restructuring
initiatives.
In recent years, we have restructured our business, made
strategic divestitures and reduced our workforce in order to
more closely match our expenses with our revenues. We may have
to institute additional restructurings in the future to achieve
incremental cost savings or to strategically realign our
resources and service offerings. We cannot predict whether we
will realize synergies and improved operating performance as a
result of any such restructuring. We also cannot predict whether
any restructuring will adversely affect our ability to retain
key employees, which, in turn, could adversely affect our
operating results.
Our
inability to achieve appropriate utilization rates or charge
acceptable rates for our services could adversely affect our
operating profit.
Our current operating profit margins are largely a function of
the respective rates we are able to recover for our services and
the utilization rate, or chargeability, of our professionals.
Accordingly, if we are not able to achieve appropriate pricing
for our services or an appropriate utilization rate for our
professionals, our operating profit margin will suffer in the
absence of corresponding cost reductions.
The rates that we are able to recover for our services are
affected by a number of factors, including:
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the demand for our services compared to the supply of
consultants available to deliver the services;
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our clients perceptions of our ability to add value
through our services;
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the sensitivity of our clients to changes in prices for our
services;
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our reputation for delivering quality work in a timely manner;
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the introduction of new in-demand services or products by us or
our competitors;
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our competitors pricing policies; and
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the use of globally sourced, lower-cost service delivery
capabilities by our competitors and our clients.
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We face continuous pressure from several directions on the rates
charged to clients. Many of our competitors, including larger
consulting firms with greater financial and personnel resources,
smaller, private consulting firms with lower cost structures and
large consulting firms in offshore locations such as India and
B-10
China that have access to pools of technical consultants at
lower costs than consultants based in the United States, may be
willing to provide the services at a lower cost than us.
Our utilization rates are affected by a number of factors,
including:
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our ability to transition employees from completed projects to
new engagements;
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our ability to enter into long-term contractual relationships
with clients;
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our ability to accurately forecast demand for our services and
thereby maintain an appropriate headcount;
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our ability to increase the ratio of billable employees to
non-billable employees; and
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our ability to manage attrition and subcontractor costs.
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We must balance our supply of consultants skilled in a
particular service with the demand for that service. If the
utilization rate of our consultants is very high it may be
difficult to add new clients for these services. Conversely, if
the utilization rate is too low the profitability of our
business will be adversely impacted.
Any negative changes to our retention of consultants,
utilization rates or billable rates could materially adversely
affect our business, financial condition and results of
operations.
A
limited number of our clients comprise a large portion of our
revenues and any decrease in revenues from these clients could
have an adverse effect on our business, financial condition,
operating results and prospects.
We derive a significant portion of our revenue from a limited
number of clients. During 2008, our top two clients accounted
for 47% of our revenues before reimbursements and our top five
clients accounted for 78%. During 2007, our top two clients
accounted for 42% of our revenues before reimbursements and our
top five clients accounted for 61% of our revenues before
reimbursements. During 2006, our top two clients accounted for
18% of our revenues before reimbursements and our top five
clients accounted for 39% of our revenues before reimbursements.
The loss of one or more of these clients could materially
adversely affect our business, financial condition and results
of operations. Although our large clients vary from time to time
and long-term revenues do not necessarily rely on any one
client, our revenues, results of operations and financial
position could be materially adversely affected if we were to
lose one or more of our top clients.
It is also necessary to replace completed projects with new
projects for the same clients or with projects from new clients.
No assurance can be given that we will be able to successfully
replace completed projects.
Unanticipated
cancellations or suspensions of projects could adversely affect
our operating results.
Due to the project-based nature of our work and the fact that
some of the projects we undertake are large, there is a risk of
a material adverse impact on operating results if there is an
unanticipated suspension or cancellation of a large project or a
client refuses to pay fees and expenses when due. A project
cancellation or suspension or a refusal or failure to pay can be
based on any number of causes, many of which are beyond our
control. These include financial difficulties of a client; a
change in client priorities, client management or client
strategies; and a change in client ownership. The suspension or
cancellation of a project or a failure or refusal to pay fees
and expenses when due, could result in a decrease or adjustment
in revenues, the need to reassign staff and damage to our
reputation. As many projects are high profile, mission critical
projects for major clients, a failure or inability to meet a
clients expectations for the amounts budgeted, timing and
deliverables for the projects we undertake could damage our
reputation and adversely affect our ability to attract new
business or win new project(s) from that same client.
In addition, the contracts with many of our clients are
short-term and some of our clients are able to reduce or cancel
services without incurring any penalties. Unanticipated project
cancellations could result in the loss of substantial
anticipated revenues and could require us to maintain or
terminate a significant number
B-11
of underutilized employees, resulting in a higher number of
unassigned people or higher severance expenses. Uncertainty in
the global economic market may increase the probability that
services may be reduced or canceled.
Certain
of our engagements are on a fixed price basis, which results in
additional operating risks.
We contract services on either a
time-and-materials
basis or a fixed price basis. Both forms of contracts require us
to estimate the number of hours and materials required before
entering into the contract. In the case of a
time-and-materials
contract, failure to achieve the estimated results could subject
us to pricing pressures from clients (even though there is no
legal obligation to complete the work within the estimates) or
could lead to the loss of future work from the client. Failure
to complete fixed price contracts within the contractual
parameters will expose us to unrecoverable cost overruns. In
either case, these failures could have a material adverse effect
on our business, operating results and financial condition.
Our
failure to perform services properly could result in substantial
claims from clients.
Many of our projects involve technology applications or systems
that are critical to the operations of a clients business
and handle very large volumes of transactions. Failure to
deliver applications or systems to clients with the promised
functionality or within the promised time frame, or to satisfy
the required service levels for support and maintenance, could
result in substantial claims from clients. While we take
precautionary actions to create redundancy and
back-up
systems, any such failures could result in claims by clients for
substantial damages. Although we attempt to limit the amount and
type of our contractual liability for defects in the
applications, systems or services provided, and carry errors and
omission insurance coverage, there can be no assurance that
these limitations and insurance coverage will be applicable and
enforceable in all cases, and the failure of a project could
expose us to significant financial exposure. Even if these
limitations and insurance coverage are found to be applicable
and enforceable, our liability to our clients for these types of
claims could be material in amount and could affect our
business, financial condition and results of operations.
We are
incurring costs as a result of being a public
company.
We incur significant legal, accounting, administrative and other
costs and expenses as a public company. We are required to
comply with the Sarbanes-Oxley Act of 2002, as well as the rules
of the SEC and The Nasdaq Global
Market®.
Compliance with these rules and regulations causes us to incur
legal, audit and financial compliance costs, and diverts
management attention from operations and strategic
opportunities. We will incur additional costs in evaluating and
reporting on our internal control over financial reporting and
having our independent auditors annually attest to our
evaluation as required by Section 404 of the Sarbanes-Oxley
Act of 2002 and the rules and regulations there under. The
process of assessing and testing our internal controls and
attempting to comply with Section 404 is expensive and time
consuming, and it requires significant management attention. We
cannot be certain that these measures will ensure that we will
maintain adequate controls over our financial processes and
reporting in the future. We have in the past discovered, and may
in the future discover, areas of our internal controls that
require improvement. Failure to implement required new or
improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to
fail to meet our reporting obligations. If we or our independent
auditors discover a material weakness, the disclosure of the
fact, even if quickly remedied, could reduce the markets
confidence in our financial statements and harm our stock price.
In addition, non-compliance with Section 404 could subject
us to a variety of administrative sanctions, including the
suspension or delisting of our common stock from The Nasdaq
Global
Market®
and the inability of registered broker-dealers to make a market
in our common stock, which would further reduce our stock price.
We are required to retain independent directors to serve on our
board of directors. If vacancies on our board of directors or
our committees occur that need to be filled by independent
directors, we may encounter difficulty in attracting qualified
persons to serve on our board and committees. If we fail to
attract and retain the required number of independent directors
we may be subject to SEC enforcement proceedings and delisting
of our common stock from the Nasdaq Global
Market®.
We are also incurring high costs to maintain directors and
officers insurance.
B-12
Our
operating results will likely fluctuate, which may cause
volatility in our stock price.
Our operating results have varied significantly from quarter to
quarter in the past, and can be expected to continue to
fluctuate, due to a variety of factors, many of which are beyond
our control. Our stock price may be significantly affected by
these factors, which include, but are not limited to:
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changing conditions in the information technology markets, in
our targeted industries, and in the U.S. and global
economies in general;
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the number and timing of new clients and new projects for
existing clients;
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our ability to replace completed projects with new projects in a
timely fashion;
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differences in the number of billing days or holidays between
quarters;
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the number of vacation days and sick days taken by our employees
in a particular quarter;
|
|
|
|
|
|
the utilization of our employees, and our ability to match
available employee resources with client service requirements;
|
|
|
|
|
|
introductions or announcements of new product and service
offerings;
|
|
|
|
|
|
changes in accounting rules, such as expensing employee stock
option grants;
|
|
|
|
|
|
increased competition from low-priced overseas technology
consultants; and the costs related to meeting new
regulations.
|
The failure to meet the expectations of the investment community
may cause our stock price to decline, possibly substantially. In
addition, from time to time the stock market experiences
significant price fluctuations that affect the market prices of
equity securities of many companies and are often unrelated to
the operating performance of such companies. These broad market
fluctuations may materially and adversely affect the price of
our stock. A significant stock price decline could result in
litigation, which could be costly, lengthy and divert
managements attention and resources from business
operations.
Our
small amount of outstanding shares may cause our stock market
price to fluctuate greatly on low volume of
shares.
Our low number of outstanding shares (float) could
cause wide swings in our market price on very small volume of
shares. In addition, we are subject to the listing requirements
of The NASDAQ Global
Market®
and coupled with market conditions, we may or may not be able to
meet such requirements and would face the risk of being delisted.
We
operate in a highly competitive industry.
The systems consulting and implementation market, which includes
a large number of participants, is subject to rapid changes and
is highly competitive. We compete with and face potential
competition from many companies that have significantly greater
financial, technical and marketing resources and greater name
recognition than us. Often, these competitors offer a larger and
more diversified suite of products and services than we offer.
These competitors may win client engagements by significantly
discounting their services in exchange for a clients
promise to purchase other goods and services from the
competitor, either concurrently or in the future. We also
compete with globally sourced, lower-cost service providers, as
well as smaller service providers with specific, more narrowly
focused service offerings. Our clients primarily consist of
companies with between $250 million to $2 billion in
annual revenue and there are an increasing number of
professional services firms seeking consulting engagements from
that client base. We believe that our ability to compete depends
in part on a number of factors outside our control, including
the ability of our competitors to hire, retain and motivate
project managers and staff, the long-term relationships that our
major competitors may have with potential clients, the ownership
by our competitors of software used by potential clients, the
development by others of software that is competitive with our
products and services and the price at which others offer
comparable services.
B-13
In addition, our clients could develop or acquire in-house
expertise in services similar to those we provide, which would
significantly reduce demand for our services. No assurances can
be given that we will be able to maintain our existing client
base, maintain or increase the level of revenue generated by our
existing clients or be able to attract new clients.
We may
engage in strategic acquisitions, investments and
dispositions.
We may consider acquiring other businesses. There is no
assurance that we will be able to identify suitable acquisitions
or investment candidates. Even if we identify suitable
candidates, we may not be able to make acquisitions or
investments on commercially acceptable terms, if at all.
The success of any acquisition will depend upon, among other
things, the ability of management and our employees to integrate
the acquired firms personnel, operations, products and
technologies into our organization effectively, to retain and
motivate key personnel of acquired businesses and to retain
clients of acquired firms. There can be no assurance that we
will be able to identify suitable acquisition opportunities,
consummate acquisitions or successfully integrate acquired
personnel and operations. In addition, any acquisitions we
undertake may involve certain other risks, including consumption
of available cash resources, potentially dilutive issuances of
equity securities and the diversion of managements
attention from other business concerns. We may also need to make
further investments to support the acquired company and may have
difficulty identifying and acquiring the appropriate resources.
There can be no assurance that any acquisitions we undertake
will perform as expected.
We may enter, on our own or through acquisitions, into new lines
of business or initiate new product and service offerings. Our
success in any such endeavor will depend upon, among other
things, the ability of management to identify suitable
opportunities, successfully implement sound business strategies
and avoid the legal and business risks of any new line of
business, product offering or service offering
and/or an
acquisition related thereto. There can be no assurance that we
will be able to do any of the foregoing. In addition, any such
undertakings may result in additional costs without an immediate
increase in revenues and may divert managements attention
from the operation and growth of our core business.
We may also decide to dispose of or otherwise exit businesses,
which may result in the recording of accrued liabilities for
special one-time charges, such as workforce reduction costs and
closure of excess facilities.
The
market for information technology services is rapidly
changing.
The systems consulting and implementation market has been
characterized by rapid technological advances and developments,
including the development of new software products, applications
and services. The introduction of new services can make existing
services unmarketable. In order to remain competitive, we need
to adapt to these rapidly changing technologies, enhance our
existing solutions and introduce new solutions to address our
clients changing demands. Our success will depend in part
on our ability to stay abreast of these advances and
developments and failure to do so could materially and adversely
affect our business.
We utilize a number of different technologies in developing and
providing IT and customer relationship solutions for our
clients. The technologies we use can change rapidly. While we
evaluate technologies on an ongoing basis and endeavor to
utilize those that are most effective in developing IT solutions
for our clients, there can be no assurance that the technologies
we utilize and the expertise we gain in those technologies will
continue to be applicable in the future. There can be no
assurance that new technologies will be made available to us or
that we will be able to economically apply them. The inability
to apply existing technologies and expertise to subsequent
projects could have a material adverse effect on our business,
operating results and financial condition.
B-14
We may
encounter difficulties in hiring and retaining the personnel
required to deliver our services and manage our
company.
Our business consists mainly of professional services and is
inherently labor intensive. Our success depends in large part
upon our ability to attract, retain and motivate highly skilled
employees, particularly project managers and other senior
personnel. Qualified project managers are often in high demand
and are likely to remain a limited resource in the future.
Several attributes of our work environment pose challenges to
our ability to attract and retain employees, including extensive
travel requirements, our intense work environment and culture,
our high standards for employee technical skills and job
performance, our historical practice of adjusting the number of
technical personnel to reflect active project levels and the
decline in demand for our services.
We are unable to grant stock options to existing employees due
to lack of a shareholder approved plan. These limitations could
have an adverse impact on our ability to attract and retain the
necessary professional personnel. The approval of our
stockholders will be required to establish a new stock option
plan. No assurance can be given that such approval would be
granted if so requested.
Although we would like to continue to attract sufficient numbers
of highly skilled employees and to retain many of our existing
project managers and other senior personnel for the foreseeable
future, there can be no assurances that we will be able to do
so. Failure to attract and retain key personnel could have a
material adverse effect on our business, operating results and
financial condition and inhibit our ability to regain revenues.
We have employment agreements with our senior management
employees that contain non-competition, non-disclosure and
non-solicitation covenants. Our employment agreements generally
do not have fixed expiration dates and may be terminated by
either party. Most senior employees have employment agreements
that are generally terminable by either party upon 30 to
90 days written notice. The loss of some or all of
our management personnel or project managers could have a
material adverse impact on our business, including our ability
to secure and complete engagements.
We may
be subject to litigation from time to time.
From time to time, we have been subject to litigation and we may
be subject to litigation in the future. Where we can make a
reasonable estimate of the probable liability relating to
pending litigation, we record a related liability. As additional
information becomes available, we assess the potential liability
and revise estimates as appropriate. However, due to the
uncertainties relating to litigation, the amount of our
estimates could be over or understated. Furthermore, in many
cases, where we make an estimate the amount of our estimate
could be wrong. In addition to the potential cost and use of
cash, pending or future litigation could divert
managements attention and resources causing a material
adverse impact on our results of operations and financial
condition.
Rates for directors and officers insurance and errors and
omissions insurance have fluctuated significantly in the past
several years. Although these insurance rates have begun to
stabilize, we may be subject to future significant rate
increases for both types of insurance and, depending on
insurance market conditions, may even have difficulty in
obtaining such insurance.
Following periods of volatility in the market price of a
companys securities, securities class action litigation
has often been instituted against that company and its officers
and directors. Any such litigation against us could result in
substantial costs and a diversion of managements attention
and resources, which could have a material adverse effect on our
business, financial condition, operating results and cash flows.
We are
subject to numerous and changing economic and industry
conditions.
Our revenues and results of operations are subject to
fluctuations based on the economic conditions in which we
operate. During periods of economic uncertainty or downturn,
businesses typically reduce or eliminate their spending on
discretionary items such as the services we provide. Under these
conditions, our business, operating results and financial
condition could be materially adversely affected.
B-15
Certain of our clients and potential clients are in industries
that experience cyclical variations in profitability, which may
in turn affect their willingness or ability to fund systems
projects such as those for which we may be engaged. During the
downturn of such cycles, many of these customers may reduce or
eliminate their spending on our services.
We are
dependent on the products and services of third
parties.
Third party products and services are integral to the success of
many of our projects. To the extent that third parties do not
deliver effective products and services on a timely basis, our
project results could be negatively impacted.
We
have limited intellectual property rights and they may not be
adequate to protect our business.
Our success depends in large part upon our specialized expertise
and methodologies. It is not materially dependent, as of today,
upon proprietary technology that we own. To protect our
proprietary information, we rely on a combination of trade
secret and common law employee non-disclosure policies and
third-party confidentiality agreements. However, there can be no
assurance that any of these steps will be adequate to deter
misappropriation of our specialized expertise and methodologies.
Some of our clients have required that we grant to them all
proprietary and intellectual property rights with respect to the
work product resulting from our services, including the
intellectual property rights to any custom software that we have
developed for them. Each such grant limits our ability to reuse
work product components and work product solutions with other
clients.
We sometimes develop certain foundation and application software
tools, methodologies and products that we own and license to our
clients. We regard these software tools, methodologies and
products as proprietary and we intend to protect our rights,
where appropriate, with registered copyrights, patents,
registered trademarks, trade secret laws and contractual
restrictions on disclosure and transferring title. However,
there can be no assurance that any of these steps will be
adequate to deter misappropriation of our proprietary rights or
independent third party development of functionally equivalent
products.
Although we believe that our services and products, and the
services and products of our third-party providers, do not
infringe on the intellectual property rights of others, there
can be no assurance that others will not assert infringement
claims against us in the future. Any such claim asserted against
us may harm our reputation, cost us money, prevent us from
offering some products, services or solutions and divert
managements attention from the operation and growth of our
business.
Our
ability to use our net operating losses could be
limited.
As of December 31, 2008, we had approximately $84,000 of
tax net operating loss carry-forwards. Realization of any
benefit from our tax net operating losses is dependent on our
ability to generate future taxable income and the absence of
certain ownership changes of our common stock. An
ownership change, as defined in the applicable
federal income tax rules, would place significant limitations,
on an annual basis, on the use of such net operating losses to
offset any future taxable income we may generate. Such
limitations, in conjunction with the net operating loss
expiration provisions, could effectively eliminate our ability
to use a substantial portion of our net operating losses to
offset any future taxable income. Furthermore, due to several
ownership changes over the years as defined by
federal income tax rules it is possible that our
ability to use our net operating losses would be limited.
Provisions
of the Companys charter and by-laws may discourage certain
extraordinary transactions.
Provisions of our Companys charter and by-laws may provide
the Company with the ability to delay or prevent a merger or
acquisition. For example, our Board of Directors have the
authority, without further action by our stockholders, to fix
the rights and preferences and issue shares of preferred stock.
B-16
|
|
ITEM 1B.
|
UNRESOLVED
STAFF COMMENTS.
|
Not applicable.
TSCs executive office is located at 55 East Monroe Street,
Suite 2600, Chicago, Illinois 60603. TSCs lease on
this premise expires February 28, 2010. TSC believes that
its current facility is adequate for its current business needs
and that it will be able to obtain suitable space as needed.
|
|
ITEM 3.
|
LEGAL
PROCEEDINGS.
|
TSC is not presently party to any lawsuit. TSC may become a
party to lawsuits arising in the normal course of its business.
In the opinion of management, based upon presently available
information relating to all such matters, the ultimate costs
resulting from these matters will likely not have a material
adverse effect on TSCs consolidated financial position,
results of operations or cash flows.
A lawsuit pending in the U.S. District Court for the
Northern District of Illinois against Exogen Solutions LLC, a
subsidiary of the Company, was dismissed with prejudice on
October 23, 2008, pursuant to a settlement agreement by the
parties. The lawsuit, brought by Smith & Nephew, Inc.,
alleged trademark infringement, unfair competition, dilution and
similar claims under the U.S. Trademark Act of 1945, the
Uniform Deceptive Trade Practices Act, the Consumer Fraud and
Deceptive Business Practices Act and the Trademark Registration
and Protection Act. The lawsuit alleged a likelihood of
confusion with Smith & Nephews federal trademark
registrations for marks consisting of or including the
designation EXOGEN for a line of medical devices for
accelerating muscular and skeletal tissue healing. In accordance
with the settlement agreement, the Company has agreed to
permanently cease all uses of the domain name,
www.exogeninc.com, and of the EXOGEN SOLUTIONS
designation no later than December 18, 2009.
|
|
ITEM 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
None.
B-17
Technology
Solutions Company
PART II.
|
|
ITEM 5.
|
MARKET
FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
TSCs Common Stock is traded on The Nasdaq Global
Market®
under the symbol TSCC. As of March 5, 2009,
there were 318 holders of record of TSCs Common Stock.
That number does not include beneficial owners of Common Stock
whose shares are held in the name of banks, brokers, nominees or
other fiduciaries.
The following table sets forth the range of high and low trade
prices on The Nasdaq Global
Market®
for TSCs Common Stock for each calendar quarter in the
years ended December 31, 2008 and 2007.
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
|
March 31, 2007
|
|
$
|
8.50
|
|
|
$
|
6.90
|
|
June 30, 2007
|
|
$
|
8.90
|
|
|
$
|
6.50
|
|
September 30, 2007
|
|
$
|
7.50
|
|
|
$
|
4.36
|
|
December 31, 2007
|
|
$
|
5.17
|
|
|
$
|
2.56
|
|
March 31, 2008
|
|
$
|
3.41
|
|
|
$
|
2.34
|
|
June 30, 2008
|
|
$
|
5.50
|
|
|
$
|
2.96
|
|
September 30, 2008
|
|
$
|
5.00
|
|
|
$
|
3.52
|
|
December 31, 2008
|
|
$
|
4.00
|
|
|
$
|
0.78
|
|
On March 5, 2009, the last reported sale price on The
Nasdaq Global
Market®
for TSCs Common Stock was $2.10.
TSC has never paid cash dividends on its Common Stock in its
history. However, on February 10, 2009, the Company
announced the Board approved a Plan of Complete Liquidation and
Dissolution of the Company (the Plan of
Liquidation), subject to shareholder approval. The Plan of
Liquidation, upon approval of stockholders, provides for an
initial cash distribution to shareholders of record currently
estimated to be in the amount of $2.00 per share. In addition,
based upon the results of the orderly wind down process of the
Companys business and operations, the Plan of Liquidation
provides for the opportunity for additional distributions.
B-18
The following graph compares TSCs cumulative total
stockholder return with the Nasdaq Composite Index and Russell
2000 Index for the period December 31, 2003 through
December 31, 2008, representing TSCs last five full
years. The comparison is based on the assumption that $100 was
invested on December 31, 2003 in each of TSCs Common
Stock, the Nasdaq Composite Index and the Russell 2000 Index.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Technology Solutions Company, The NASDAQ Composite
Index
And The Russel 2000 Index
* $100 invested on 12/31/03 in stock or index, including
reinvestment of dividends.
Fiscal year ending December 31.
B-19
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA.
|
The following table summarizes certain selected financial data
that is derived from TSCs audited financial statements.
The selected financial data should be read in conjunction with
TSCs audited statements of operations for the years ended
December 31, 2008, 2007, and 2006 and the audited balance
sheets as of December 31, 2008 and 2007, including, in each
case, the notes thereto, as well as, Managements
Discussion and Analysis of Financial Condition and Results of
Operations, all of which are included elsewhere in this filing.
All amounts are in thousands, except per share data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,303
|
|
|
$
|
10,336
|
|
|
$
|
12,063
|
|
|
$
|
28,978
|
|
|
$
|
20,544
|
|
Goodwill and intangible asset impairments
|
|
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
Restructuring and other charges (credits)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,719
|
|
|
|
(579
|
)
|
Gain on litigation settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,722
|
)
|
|
|
|
|
Operating loss
|
|
|
(2,215
|
)
|
|
|
(7,600
|
)
|
|
|
(11,108
|
)
|
|
|
(20,168
|
)
|
|
|
(10,715
|
)
|
Net loss
|
|
$
|
(406
|
)
|
|
$
|
(8,295
|
)
|
|
$
|
(8,834
|
)
|
|
$
|
(17,405
|
)
|
|
$
|
(8,547
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$
|
(0.16
|
)
|
|
$
|
(3.26
|
)
|
|
$
|
(3.57
|
)
|
|
$
|
(7.41
|
)
|
|
$
|
(4.18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, short-term investments and promissory notes
|
|
$
|
8,638
|
|
|
$
|
10,968
|
|
|
$
|
13,510
|
|
|
$
|
20,135
|
|
|
$
|
30,032
|
|
Total assets
|
|
$
|
10,609
|
|
|
$
|
15,434
|
|
|
$
|
26,042
|
|
|
$
|
32,799
|
|
|
$
|
53,084
|
|
Stockholders Equity(1)
|
|
$
|
9,343
|
|
|
$
|
10,172
|
|
|
$
|
18,080
|
|
|
$
|
24,648
|
|
|
$
|
41,794
|
|
|
|
|
(1) |
|
We have never declared or paid cash dividends. |
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
OVERVIEW
Technology Solutions Company (TSC) is a professional
services firm that has provided a broad set of specialized
solutions for targeted industries, including healthcare,
manufacturing, and financial services over the years. Today, the
company is focused on providing software and services the
healthcare industry.
We have incurred operating losses since 2003, when we began to
refocus and rebuild our business. Beginning in mid-2003 and
continuing through most of 2005, we invested in a range of
specialty services and increased our vertical industry and
competency groups. With a change in our leadership in December
2005 (resulting from the resignation of our Chief Executive and
our Lead Director becoming our Chairman and Acting Chief
Executive Officer), we streamlined our service offerings to
focus on enterprise applications, customer relationship
management and digital healthcare services. In addition, our
process adoption and training service, which underlies these
areas, facilitates change management and knowledge transfer
throughout our service offerings. We further complemented these
service offerings through the acquisition of the consulting
assets of Charter Consulting, Inc. (Charter) on
March 15, 2006.
During the first half of 2006, we provided enterprise
application services related to
SAP®
and PeopleSoft. The decision by Oracle Corporation to support
older releases of PeopleSoft software indefinitely (reversing
B-20
their previously announced policies), removed much of the
incentive for companies to upgrade to newer software. As a
result, we no longer saw a compelling market for our PeopleSoft
services and exited this offering during the third quarter of
2006, concentrating our enterprise application services on
SAP®.
In November 2006, David B. Benjamin resigned as our President.
In December 2006, Milton G. Silva-Craig was appointed President
and Chief Executive Officer and a Director of TSC. Mr. Carl
F. Dill, Jr., who was serving as our Chairman and Acting
CEO, continues to serve as Chairman of the Board.
In April, 2008, we divested our SAP Practice in order to focus
on the healthcare industry. In December, 2008, we divested our
CVC Practice (which included the assets of Charter acquired in
2006) in furtherance of our healthcare focus.
In February, 2009, after extensive and careful consideration of
potential strategic alternatives, analysis of the prevailing
economic and industry conditions, and after consultation with
financial and legal counsel, the Board of Directors determined
that in its best business judgment it was in the best interests
of the Company and its shareholders to liquidate, and approved a
Plan of Complete Liquidation and Dissolution (the Plan of
Liquidation) of the Company. The Plan of Liquidation
contemplates an orderly wind down of the Companys business
and operations. If the Companys stockholders approve the
Plan of Liquidation, the Company intends to file a certificate
of dissolution, sell or otherwise dispose of its non-cash
assets, satisfy or resolve its remaining liabilities and
obligations, including but not limited to contingent liabilities
and claims, ongoing client agreements, lease obligations,
severance for terminated employees, and costs associated with
the liquidation and dissolution, and make one or more
distributions to its stockholders of cash available for
distribution, subject to applicable legal requirements. The Plan
of Liquidation, upon approval of stockholders, provides for an
initial cash distribution currently estimated to be in the
amount of $2.00 per share.
If prior to its dissolution, the Company receives an offer for a
corporate transaction that will, in the view of the Board of
Directors, provide superior value to stockholders than the value
of the estimated net distributions under the Plan of
Liquidation, taking into account all factors that could affect
valuation, including timing and certainty of closing, investment
market risks, survival of representations and warranties,
indemnification obligations and other facts, the Plan of
Liquidation and the related dissolution of the Company could be
abandoned by the Board of Directors in favor of such a
transaction.
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other
Intangible Assets, we periodically review our recorded
goodwill and intangible assets for potential impairment. We
perform this review annually or if an event occurs that we
believe may reduce the fair value of an acquisition below its
carrying value. In both the first quarters of 2008 and 2007, the
Company recorded impairment charges of $0.1 million,
respectively, related to the intangible assets purchased in the
acquisition of the consulting assets of Charter. The impairment
for 2008 arose as a result of the valuation of the assets
acquired from Charter. The impairment for 2007 arose as a result
of the termination of certain Charter employees in the first
quarter of 2007. In addition, in the fourth quarter of 2006, TSC
recorded an impairment charge of $2.9 million, representing
the remaining carrying value of goodwill on TSCs books as
of that date. The goodwill had been recorded as part of the
Charter acquisition but, due to full integration of Charter into
the business of TSC, the goodwill was evaluated at the
enterprise level. The analysis for potential impairment included
a review of current and expected future operating results. A
valuation was performed which included tests of
(1) discounted cash flows, (2) market comparables and
(3) market capitalization. Based on the impairment
analysis, we recorded an impairment charge for the full amount
of goodwill carrying value as of December 31, 2006. In
addition, we reviewed our intangible assets for potential
impairment and recorded an impairment charge of
$0.3 million as a result of the termination of certain
Charter employees and a decision to not pursue the Proceed
business. In 2005, TSC recorded a total of $8.0 million in
goodwill and intangible asset impairment charges.
The results of our operations are affected by general economic
conditions as well as the level of economic activity and changes
in the industries that we serve. Our business is also driven by
the pace of business and technological change, our ability to
differentiate ourselves from our competitors through specialty
services that address targeted industry and business concerns,
and the type and level of spending by our clients in the areas
in which we provide services. Many factors can result in a
deferral, reduction or cancellation of
B-21
services requested by our prospective or current clients,
including budget constraints, economic conditions and perceived
project progress, success or value.
Project personnel costs constitute the majority of our operating
costs. Since project personnel costs are primarily driven by the
cost of billable personnel, mainly compensation and benefits,
maintaining these costs at a reasonable and predictable
percentage of revenue is critical to our financial performance.
Project personnel costs as a percentage of revenues are driven
by utilization and average hourly billing rates. Utilization
represents the percentage of time our billable professionals
spend on billable work. It is our strategy to try to match our
project personnel supply with demand. At times, this requires us
to reduce headcount and reassign employees to other active
projects when they are no longer needed on a particular project.
However, because of the mix of skills needed and project
durations, implementation of this strategy may be delayed at
times. Accordingly, any decline in revenues without a
corresponding and timely reduction in staffing, or a staffing
increase that is not accompanied by a corresponding increase in
revenues, would have an adverse effect on our business,
operating results and financial condition, which could be
material.
REVENUES
For presentation purposes, we show two components of revenues:
1) revenues before reimbursements, which consist of revenue
for performing consulting services; and 2) reimbursements,
consisting of reimbursements we receive from clients for
out-of-pocket expenses incurred. We believe revenues before
reimbursements is a more meaningful representation of our
economic activity since it excludes pass-through, zero-margin
expense reimbursements.
COSTS AND
EXPENSES
Project
Personnel
Project personnel costs consist primarily of professional
salaries, fringe benefits and incentive compensation.
Other
Project Expenses
Other project expenses consist of the cost for subcontractors
hired for use on our client projects and billed to our clients;
employee termination costs; and non-reimbursable expenses
incurred for client projects and business development.
Non-reimbursable expenses include recruiting fees, certain
selling and project-related expenses and personnel training.
Reimbursable
Expenses
Reimbursable expenses represent project-related and other
out-of-pocket expenses that are reimbursable by the client. An
equivalent amount is included in revenues under the caption
Reimbursements.
Bad
Debt Expense
We maintain an allowance for doubtful receivables resulting from
the failure of our customers to make required payments.
Management
and Administrative Support
Management and administrative support costs consist of costs for
certain Senior Vice Presidents (SVPs) and
infrastructure costs. Costs for these SVPs include
compensation, travel, marketing costs and recruiting costs.
SVPs are a key component in our client relationship model
and can also serve as billable consulting resources. When they
are billable, their costs are included in Project Personnel
costs. SVPs are responsible for managing delivery
excellence, client relationship and satisfaction, revenues,
project margins and human capital, including recruiting and
career development. Infrastructure costs include costs related
to our senior corporate management and board of directors;
accounting, finance and financial reporting; tax; legal;
treasury; human resources, recruiting and employee benefits;
marketing; public and investor relations; internal
B-22
communications; internal technology applications; staffing of
our project personnel; management of new business opportunities;
planning; quality assurance; and risk management.
Intangible
asset amortization
Our acquired intangible assets with definite lives, which
consist of amounts related to customer relationships, backlog,
agreements not to compete and other business agreements, are
amortized over their estimated useful lives. In addition, we
periodically evaluate these intangible assets to determine
whether adjustment to these amounts or estimated useful lives
are required based on current events and circumstances.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Management bases its
estimates on historical experience and other assumptions, which
it believes are reasonable. Management also periodically reviews
and updates the estimates, as necessary, to reflect current
conditions. If actual amounts or updated estimates are
ultimately different from original estimates, the revisions are
included in TSCs results of operations for the period in
which the actual amounts or updates become known.
Accounting policies are considered critical when they require
management to make assumptions about matters that are highly
uncertain at the time the estimate is made and when different
estimates than management reasonably could have used have a
material impact on the presentation of TSCs financial
condition, changes in financial condition or results of
operations.
Revenue
Recognition
We derive our revenues from a full range of IT and business
consulting services. Our services are contracted on either a
time and materials basis or a fixed price basis. For our time
and materials contracts, we recognize revenues as work is
performed, primarily based on hourly billing rates. For our
fixed price contracts, we recognize revenues based on services
performed with performance generally assessed on the ratio of
hours incurred to date compared to the total estimated hours
over the entire contract. Revenues are subject to revision as
the contract progresses to completion. Any revisions in the
estimate are charged or credited to operations in the period in
which the facts that give rise to the revision become known.
Contracts are performed in phases. Losses on contracts, if any,
are reserved in full when determined. Contract losses are
determined by the amount by which the estimated cost of the
contract exceeds the estimated total revenues that will be
generated by the contract. Extended support revenues are
recognized as services are rendered.
Accounting
for Income Taxes
On January 1, 2007, we adopted the provisions of the
Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an interpretation of FASB Statement
No. 109 (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes
recognized in an entitys financial statements in
accordance with FASB Statement 109, Accounting for Income
Taxes (SFAS 109). FIN 48 prescribes
a recognition threshold and measurement attributes for the
financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. In
addition, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosure and transition. As discussed below, we have
a full valuation allowance against our entire net deferred tax
asset and we continue to provide a full valuation allowance for
all tax benefits generated. The implementation of FIN 48
did not result in a change to these net deferred tax assets or
the corresponding valuation allowance.
We use an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income taxes are
provided using currently enacted tax rates when tax laws and
financial accounting standards differ with respect to
(i) the amount of annual income and (ii) the basis of
assets and liabilities. Significant management judgment is
required in determining our provision for income taxes, deferred
tax assets and
B-23
liabilities and valuation allowance recorded against our net
deferred tax assets. We have generated certain deferred tax
assets as a result of operating losses and temporary differences
between book and tax accounting, as well as tax benefits
resulting from the exercise of employee stock options that were
recorded as additional paid-in capital in the period of
exercise. Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income
Taxes, requires the establishment of a valuation allowance
to reflect the likelihood of realization of deferred tax assets.
During 2003, we recorded a full valuation allowance against our
deferred tax assets. If the realization of our deferred tax
assets in future periods is considered more likely than not, an
adjustment to our deferred tax asset would increase net income
in the period such determination is made. The amount of deferred
tax assets considered realizable is based on significant
estimates. Changes in these estimates could materially affect
our financial condition and results of operations in future
periods.
Goodwill
and Long-Lived Assets
TSC accounts for goodwill and long-lived assets in accordance
with Statement of Financial Accounting Standards
(SFAS) No. 141, Business
Combinations, SFAS No. 142, Goodwill and
Other Intangible Assets (SFAS 142) and
SFAS 144, Accounting for the Impairment or Disposal
of Long-Lived Assets. Under SFAS 142, goodwill and
intangibles that are deemed to have indefinite lives are not
amortized but, instead, are reviewed at least annually for
impairment. Intangible assets are amortized over their estimated
useful lives.
SFAS 142 requires that goodwill be evaluated for impairment
annually or if an event occurs or circumstances change that may
reduce the fair value of the acquisition below its book value.
The impairment test is conducted utilizing a fair
value methodology. TSC evaluates the fair value of its
acquisitions utilizing various valuation techniques including
discounted cash flow analysis. This implied fair value is
compared to the carrying amount of the goodwill for the
individual acquisition. If the fair value is less, TSC
recognizes an impairment loss. In addition, TSC evaluates its
intangible and tangible assets with definite lives to determine
whether adjustment to these amounts or estimated useful lives
are required based on current events and circumstances.
Stock-Based
Compensation
On January 1, 2006, we adopted the provisions of
SFAS No. 123R, Share-Based Payment
(SFAS 123R) resulting in a change in our method
of recognizing stock-based compensation expense. Specifically,
we now record compensation expense for employee stock options.
Prior to January 1, 2006, TSC had followed the stock
compensation rules under Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to
Employees (APB 25).
SFAS 123R requires companies to measure and recognize
compensation expense for all employee share-based payments at
fair value over the service period underlying the arrangement.
Accordingly, we determine the grant-date fair value of our
stock-based awards, including stock options and restricted stock
units, and record an expense in our statement of operations for
the amortization of the fair value of the awards. The fair value
of the awards is amortized ratably over the vesting periods of
the individual awards. For restricted stock units, certain
portions of the awards require the achievement of certain
performance measures for these awards to vest. If these
performance measures are not achieved, the awards are forfeited.
Prior to 2006, we had not granted any restricted stock unit
awards. We adopted the provisions of SFAS 123R using the
modified prospective method, whereby fair values of
all previously-granted, unvested employee stock-based awards as
of January 1, 2006 as well as all awards made on or after
January 1, 2006 are considered in determining stock-based
compensation expense for the year ended December 31, 2006.
We have not restated our operating results for the year ended
December 31, 2005, to reflect charges for the fair value of
stock-based arrangements.
For the year ended December 31, 2008 and 2007, we recorded
$0.3 million and $0.5 million, respectively, of
compensation expense related to stock options and restricted
stock units. Had we expensed employee stock options for the
years ended December 31, 2005 and 2004, we estimate that
stock-based compensation expense would have increased by
$1.8 million in each year. As of December 31, 2008,
there was approximately
B-24
$0.4 million in unrecognized compensation expense related
to non-vested stock-based compensation arrangements. This
expense is expected to be recognized over a weighted-average
period of 1.2 years.
Restructuring
and Other Charges
When industry and market conditions dictate, we realign our
business and record accruals for restructuring and other charges
as necessary. These charges mainly relate to severance costs,
office reductions and closures, asset write-offs and other
costs. The office space reductions, office closures and
associated contractual lease obligations are based in part on
assumptions and estimates of the timing and amount of sublease
rentals. To the extent estimates of the success of our sublease
efforts change in the future, adjustments increasing or
decreasing the related accruals will be recognized. The
severance costs represent amounts for identified employees and
the asset write-offs are determined when the charge is made. The
severance costs and asset write-offs are not subject to
significant revisions.
2008
COMPARED WITH 2007
Revenues
Consolidated revenues from continuing operations were
$6.3 million for the year ended December 31, 2008, a
decrease of $4.0 million, or 39% from the
$10.3 million from the same period in 2007. Revenues before
reimbursements declined $3.7 million, or 39.6%, from
$9.3 million in 2007 to $5.6 million in 2008. A major
factor in the decline was the completion of several large
projects during 2007 that were not replaced at the same levels
during 2008. As our larger projects are completed or reduced, it
is necessary to replace these projects with new projects for the
same client or projects with new clients. The replacement of
these projects may not coincide directly with the completion or
reduction of these projects. In addition, the size of the new
projects may be smaller than the projects that have been
replaced. Accordingly, our revenues may be subject to
fluctuation and this could have a material adverse effect on our
results of operations.
In 2008, four clients accounted for more than 10 percent
each of revenues before reimbursements (Independent
Health 30 percent, McKesson
17 percent, OSF Cardiology 12 and Tenet Health
System Medical, Inc. 12 percent). During 2007,
two clients accounted for more than 10 percent of revenues
before reimbursements (Tenet 30 percent and
AEGON 12 percent). The cancellation or
significant reduction in the use of services by this or other
major customers could have a material adverse effect on our
results of operations. In terms of client concentration, during
2008, our top two and top five clients accounted for
47 percent and 78 percent of revenues before
reimbursements, respectively. In terms of client concentration,
during 2007, our top two and top five clients accounted for
42 percent and 61 percent of revenues before
reimbursements, respectively. As our client concentration
increases, changes in spending by our top clients as well as our
ability to replace these clients or projects when completed may
result in fluctuations in revenue and profitability.
Costs
and Expenses
Project personnel costs were $3.9 million for the year
ended December 31, 2008, a decrease of $2.7 million,
or 41 percent, from the $6.6 million from the year
ended December 31, 2007. The decrease was due to our
efforts to align our headcount with our lower levels of
revenues. Project personnel costs as a percentage of revenues
before reimbursements remained flat at 70 percent for both
2008 and 2007.
Other project expenses were $1.1 million for 2008, a
decline of $0.4 million, or 26 percent, from the
$1.5 million realized in 2007, due in part to the decline
in revenues realized during 2008 as compared to 2007.
Management and administrative support costs of $2.8 million
for 2008, represents a decline of $6.1 million, or
68 percent, from the $8.9 million from 2007, due in
part to declines in headcount for cuts made 2007 as well as the
capitalization of developments costs for Blue Ocean beginning in
the second quarter of 2008. Management and administrative
support costs as a percentage of revenues were 45 percent
in 2008 compared to 86 percent from 2007, due mainly to the
headcount cuts made in 2007.
B-25
Operating
Loss
Operating loss was $2.2 million for 2008 compared to
$7.6 million for 2007, a decline of $5.4 million or
71 percent. The reduction in the operating loss was due
primarily to the large decrease in management and administrative
support costs, as discussed above.
Other
Income
Other income for 2008 of $0.3 million, declined by
$0.2 million, or 40 percent from the $0.5 million
realized in 2007, due to lower balances available for investment
in interest and dividend income producing accounts, as well as
the general decline in the overall investment market which
reduced the interest rates on our investments.
Income
Tax Provision
We did not recognize an income tax benefit for 2008 or 2007
since we have a full valuation allowance against our deferred
taxes and we continue to provide a full valuation allowance for
all tax benefits generated.
Discontinued
Operations
Discontinued operations results of a gain of $1.5 million
increased by $2.7 million over the loss of
$1.2 million realized in 2007, due to the recognition of
the sales of the SAP Practice and CVC Practice in 2008.
Net
Loss
Net loss of $0.4 million, declined by $7.9 million or
95%, from the $8.3 million loss realized in 2007, due in
part to the sale of the SAP and CVC Practices as well as
improved cost management over the prior period.
Shares
Outstanding
Weighted average number of common shares outstanding and
weighted average number of common and common equivalent shares
outstanding increased to 2,565,866 for 2008 from 2,540,595 for
2007 due to shares issued in 2008 for the vesting of Restricted
Stock Units previously issued to employees in 2006.
2007
COMPARED WITH 2006
Revenues
Consolidated revenues were $10.3 million for the year ended
December 31, 2007, a decrease of $1.8 million, or 14%
from the $12.1 million from the same period in 2006.
Revenues before reimbursements declined $1.3 million, or
13%, from $10.6 million in 2006 to $9.3 million in
2007. One factor in the decline was the termination of the
Peoplesoft practice in the third quarter of 2006, as well as the
completion of several large projects during 2006 that were not
replaced at the same levels during 2007. As our larger projects
are completed or reduced, it is necessary to replace these
projects with new projects for the same client or projects with
new clients. The replacement of these projects may not coincide
directly with the completion or reduction of these projects. In
addition, the size of the new projects may be smaller than the
projects that have been replaced. Accordingly, our revenues may
be subject to fluctuation and this could have a material adverse
effect on our results of operations.
In 2007, two clients accounted for more than 10 percent
each of revenues before reimbursements (Tenet Health System
Medical, Inc. 31 percent and AEGON
12 percent). During 2006, one client accounted for more
than 10 percent each of revenues before reimbursements (OSF
Healthcare System 10 percent). In terms of
client concentration, during 2007, our top two and top five
clients accounted for 42 percent and 61 percent of
revenues before reimbursements, respectively. In terms of client
concentration, during 2006, our top two and top five clients
accounted for 18 percent and 39 percent of revenues
before reimbursements,
B-26
respectively. As our client concentration increases, changes in
spending by our top clients as well as our ability to replace
these clients or projects when completed may result in
fluctuations in revenue and profitability.
Costs
and Expenses
Project personnel costs were $6.6 million for the year
ended December 31, 2007, a decrease of $6.6 million,
or 50 percent, from the $13.2 million from the year
ended December 31, 2006. The decrease was due to both a
decline in professional headcount as a result of our exiting
from our PeopleSoft service line in 2006 as well as from our
efforts to align our headcount with our lower levels of
revenues. Project personnel costs as a percentage of revenues
before reimbursements decreased to 71 percent from
124 percent for the year ended December 31, 2007.
Other project expenses were $1.5 million for 2007, a
decline of $1.0 million, or 40 percent, from the
$2.5 million realized in 2006, due in part to the decline
in the costs incurred for subcontractors for certain specialized
skills.
Management and administrative support costs of $8.9 million
for 2007, increased $3.8 million, or 75 percent, from
the $5.1 million from 2006, as due mainly to increases in
severance costs, increases in costs incurred for product
development and the costs associated with the installation of
new infrastructure software systems. Management and
administrative support costs as a percentage of revenues were
86 percent in 2007 compared to 43 percent from 2006,
due mainly due to the increase in costs for severance costs due
to the termination of several senior level management resources
during 2007.
Intangible asset amortization for 2007 declined to zero from the
$0.8 million recorded in 2006, due to certain intangible
assets being fully amortized. Goodwill and intangible asset
impairment was $0.1 million in 2006 due to a decision to
not pursue the Proceed business.
Operating
Loss
Operating loss was $7.6 million for 2007 compared to
$11.1 million for 2006, an improvement of $3.5 million
or 32 percent.
Other
Income
Other income for 2007 of $0.5 million, declined by
$0.3 million, or 38 percent from the $0.8 million
realized in 2006, due to our declining cash, cash equivalent and
short-term investments balances, which resulted in lower
balances available for investment in interest and dividend
income producing accounts.
Income
Tax Provision
We did not recognize an income tax benefit for 2007 or 2006
since we have a full valuation allowance against our deferred
taxes and we continue to provide a full valuation allowance for
all tax benefits generated.
Shares
Outstanding
Weighted average number of common shares outstanding and
weighted average number of common and common equivalent shares
outstanding increased to 2,540,595 for 2007 from 2,477,170 for
2006 due mostly to the 51,872 shares issued in 2007 for the
vesting of Restricted Stock Units issued to employees in 2006.
LIQUIDITY
AND CAPITAL RESOURCES
Net cash used in operating activities of $5.1 million for
2008 resulted primarily from the $1.9 million operating
loss realized in 2008 as well as uses in cash for the payment of
accrued compensation liabilities, investments in software
development and reductions in other accrued liabilities. Net
cash used in operating activities of $2.1 million for 2007,
resulted primarily from the operating loss of $8.3 million,
offset by
B-27
$4.1 million of outstanding account receivables
collections and the collection for $3.4 million of an
outstanding loan receivable.
Days sales outstanding decreased by 7 days to 47 days
at December 31, 2008 as compared to 54 days at
December 31, 2007. The decrease in days sales outstanding
was due primarily to the better collection of outstanding
amounts due from our clients.
Estimated future cash commitments include the executive office
facility, property and office equipment under operating leases
and other costs that expire at various dates; committed computer
system costs; and an annual commitment for telecommunications.
TSC has no guarantees of third party debt or any other
off-balance
sheet commitments as of December 31, 2008. A summary of our
contractual obligations at December 31, 2008 is as follows:
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Payments Due By Period
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2009
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2010
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2011
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Total
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(In thousands)
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Operating leases (net of restructuring and other charges)
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$
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280
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$
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107
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$
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26
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$
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413
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Purchase obligations (net of restructuring and other charges)
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53
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53
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Total
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$
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333
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$
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107
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$
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26
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$
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466
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Net cash provided by investing activities of $5.9 million
for 2008 was due mainly to the cash received upon the sale of
the Companys SAP and CVC Practices. Net cash used in
investing activities in 2007 were due primarily to transfers of
cash into the short-term investment accounts.
Cash flow used in financing activities in both 2008 and 2007,
represented payment of employee payroll taxes in lieu of shares
for vested restricted shares units issued during the year.
Cash and cash equivalents, short-term investments and notes
receivable balance at December 31, 2008 were
$8.6 million. Our investment policy is to maintain most of
our free cash into highly liquid, large money market-type funds.
This policy exposes us to short-term interest rate fluctuations.
Corrections for certain amounts that were classified as cash
equivalents in 2007 and 2006 have been reflected in the
financial statements. The prior year financial statements
included an investment in an AAA rated mutual fund, with
underlying investments in securities with an average maturity of
approximately 3 years and an average duration of
approximately 1.8 years as a cash equivalent. Pursuant to
our accounting and reporting policies for cash and cash
equivalents, these investments should have been classified as
short term investments in our consolidated balance sheet.
Accordingly, we have revised our current and previous
disclosures to reclassify the investment from cash equivalents
to short-term, held-for-sale, investments.
Until such time as we are able to generate positive cash flow
(i.e. our revenues increase sufficiently to cover operating
costs), a primary source of liquidity is our existing cash, cash
equivalents and short-term investments balance. In addition in
the first quarter of 2007, we collected a loan receivable of
$3.4 million that was used to meet our operating
obligations. If we are not successful in increasing revenues and
eliminating negative operating cash flows, it could become
necessary to raise additional capital to offset losses from
operations. There can be no assurance that we will be able to
obtain any financing or that, if we were to be successful in
finding financing, it would be on favorable terms.
Operating results and liquidity, including our ability to raise
additional capital, if necessary, may be materially and
adversely affected by continued low demand for TSCs
services. In addition, a number of other factors are set forth
above under Item 1A. Risk Factors.
IMPACT OF
INFLATION AND BACKLOG
Inflation should not have a significant impact on our operating
results to the extent we are able to raise our hourly billing
rates commensurate with our staff compensation rates. However,
if we are unable to raise our hourly billing rates, it could
have a material adverse effect on our business, operating
results and financial
B-28
condition. Because the majority of our contracts may be
terminated on relatively short notice, we do not consider
backlog to be meaningful.
NEW
ACCOUNTING STANDARDS
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157).
SFAS 157 defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted
accounting principles (GAAP), and expands disclosure
about fair value measurements. SFAS 157 does not require
any new fair value measurements, but provides a single
definition of fair value, together with a framework for
measuring fair value. Accordingly, for some entities, the
application of SFAS 157 may change current practice.
SFAS 157 for financial assets and financial liabilities was
effective for the Company beginning January 1, 2008. On
January 1, 2009, the beginning of the next fiscal year, the
standard will also apply to non-financial assets and
non-financial liabilities of the Company. The adoption of
SFAS 157 for financial assets and financial liabilities did
not have a material impact on the Companys consolidated
financial statements. FASB Staff Position
SFAS 157-2,
Effective Date of FASB Statement No. 157
(FSP
FAS 157-2)
delays the effective date of SFAS 157 for non-financial
assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). Management
is evaluating the impact that SFAS 157 will have on its
non-financial assets and non-financial liabilities. The Company
believes that the impact of these items upon adoption will not
be material to its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities
(FAS 159). FAS 159 permits entities to choose to
measure many financial assets and financial liabilities at fair
value. Unrealized gains and losses on items for which the fair
value option has been elected are reported in earnings.
FAS 159 is effective for fiscal years beginning after
November 15, 2007. Management is currently assessing the
impact of FAS 159 on its consolidated financial position
and results of operations. The adoption of SFAS 159 did not
have a significant impact on the consolidated financial
statements.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB)
No. 110 Share-Based Payment (SAB 110).
SAB 110 establishes the continued use of the simplified
method for estimating the expected term of equity based
compensation. The simplified method was intended to be
eliminated for any equity based compensation arrangements
granted after December 31, 2007. SAB 110 is being
published to help companies that may not have adequate exercise
history to estimate expected terms for future grants. Management
believes the adoption of this pronouncement will not have a
material impact on TSCs consolidated financial statements.
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ITEM 7A.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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TSC is exposed to interest rate fluctuations. Changes in
interest rates and the credit markets affect interest income
earned from our short-term investments. The average interest
rates on our short-term investments were approximately
4.3 percent and 6 percent in 2008 and 2007,
respectively. Based on the amount invested as of
December 31, 2008 and 2007, a hypothetical
1.00 percent increase in interest rates would have resulted
in approximately $0.1 million in additional net investment
income during each of 2008 and 2007.
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ITEM 8.
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
|
The financial statements and supplementary data required with
respect to this Item 8 are listed in Item 15(a)(1) in
this filing.
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ITEM 9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
|
None.
B-29
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|
ITEM 9A.
|
CONTROLS
AND PROCEDURES.
|
Evaluation
of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures
(as defined in Rules 13 a 15(e) and 15 d- 15(e)
under the Exchange Act), to ensure that information required to
be disclosed in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and
forms. The Companys disclosure controls and procedures
have also been designed to ensure that information required to
be disclosed in the reports that the Company files or submits
under the Exchange Act is accumulated and communicated to the
Companys management, including the principal executive
officer and principal financial officer, to allow timely
decisions regarding required disclosure.
During 2008, the Company carried out an evaluation, under the
supervision and with the participation of the Companys
management, including the Companys principal executive
officer and principal financial officer, of the effectiveness of
the Companys disclosure controls and procedures. Based on
this evaluation, the principal executive officer and principal
financial officer of the Company have concluded that the
Companys disclosure controls and procedures are effective
as of December 31, 2008.
Report of
Management on Internal Control Over Financial
Reporting
The management of the Company, including the Companys
Chief Executive Officer and Chief Financial Officer, is
responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act).
Management of the Company, including the Chief Executive Officer
and Chief Financial Officer, assessed the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2008. Management based this assessment on
criteria for effective internal control over financial reporting
described in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this
assessment, management determined that, as of December 31,
2008, the Company maintained effective internal control over
financial reporting.
Changes
in Internal Control Over Financial Reporting
There has been no change in the Companys internal control
over financial reporting that occurred during 2008 that has
materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial
reporting.
Attestation
Report on Internal Controls
This Annual Report on
Form 10-K
does not include an attestation report of the Companys
registered public accounting firm regarding internal control
over financial reporting. Managements report was not
subject to attestation by the Companys registered public
accounting firm pursuant to the temporary rules of the
Securities and Exchange Commission.
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ITEM 9A (T).
|
CONTROLS
AND PROCEDURES.
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Not applicable.
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|
ITEM 9B.
|
OTHER
INFORMATION.
|
None.
B-30
Technology
Solutions Company
PART III.
|
|
ITEM 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Board
of Directors
Our Board of Directors currently consists of five directors. Set
forth below are the names of each current member of our Board of
Directors, their ages, the year in which each first became a
director and their principal occupations and business experience
during the past five years.
Liz Alhand, age 52, has been a Director of the
Company since April 2008. Ms. Alhand serves on our Audit
Committee as our Financial Expert. Ms. Alhand served as the
Executive Vice-President and Chief Financial Officer for the
Harris County Hospital District (HCHD), in Houston, Texas from
2006 to 2007 as Senior Vice-President-Finance and Treasurer at
Presbyterian Healthcare Services (PHS), from 2003 to 2005. Prior
to joining PHS, Ms. Alhand served as Executive Vice
President and Treasurer at SSM Health Care in St Louis from 1995
to 2002. SSM Health was the first health care winner of the
MBNQA in the nation. In addition, Ms. Alhand is a
Registered Nurse, a Certified Public Accountant and has a MBA
from the University of Texas.
Kathryn A. DCamp, age 52, has been a Director of the
Company since February 2007. Ms. DCamp has been Senior
Executive Advisor to Cisco Systems, Inc. since May 2006.
Previously, Ms. DCamp served as Ciscos Senior Vice
President, Human Resources from June 2001 to May 2006, having
joined Cisco as Global Compensation Leader in May of 2000. From
1994 until May 2000, Ms. DCamp was Global Leader,
Compensation & Executive Programs for GE Capital
Corporation.
Carl F. Dill, Jr., age 62, has been Chairman of
the Board of the Company since September 2007. He served as Lead
Director from August 2007 until September 2007; Chairman of the
Board from December 2006 until August 2007; Acting Chief
Executive Officer of the Company from December 2005 until
December 2006 and as Lead Director of the Company from May 2005
until December 2005. He has been a Director of the Company since
July 2001. Since June 2001, he has served as a strategic advisor
to a number of high-tech and consulting businesses. From 1998
until 2001, he served as Vice President and Chief Information
Officer of Time Warner, Inc. Mr. Dill served from 1982
until 1998 as Senior Vice President and Chief Information
Officer for McDonalds Corporation. He is also a Director
of ThoughtWorks, Inc. and an advisory board member for Arxan
Technologies, Inc.
Milton G. Silva-Craig, age 41, has been a Director
of the Company, as well as the Companys President and
Chief Executive Officer, since December 2006. Prior to joining
the Company, Mr. Silva-Craig served as President from June
2004 to March 2006 and Chief Operating Officer from March 2001
to March 2006 of Emageon, Inc., a leading provider of
multi-specialty tools for physicians and healthcare
professionals. Prior to joining Emageon, Mr. Silva-Craig
served at General Electric from 1993 to 2001, running business
units in
e-Commerce,
ASP hosting and digital imaging.
Timothy R. Zoph, age 52, has been a Director of the
Company since March 2007. He has served as Vice President and
Chief Information Officer of Northwestern Memorial Hospital in
Chicago, Illinois since December 1993. From 1984 to 1993,
Mr. Zoph served as Chief Information Officer at Froedtert
Memorial Lutheran Hospital.
Executive
Officers
Set forth below are the names of each current Executive
Officers, their ages and their business experiences during the
past five years.
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Milton G. Silva-Craig
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President and Chief Executive Officer
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Timothy G. Rogers
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Senior Vice President, Chief Financial Officer and Secretary
|
B-31
Milton G. Silva-Craig, age 41 has been a Director of
the Company, as well as the Companys President and Chief
Executive Officer, since December 2006. Prior to joining the
Company, Mr. Silva-Craig served as President from June 2004
to March 2006 and Chief Operating Officer from March 2001 to
March 2006 of Emageon, Inc., a leading provider of
multi-specialty tools for physicians and healthcare
professionals. Prior to joining Emageon, Mr. Silva-Craig
served at General Electric from 1993 to 2001, running business
units in
e-Commerce,
ASP hosting and digital imaging.
Timothy G. Rogers, age 47, has been the Chief
Financial Officer of the Company since September 25, 2007.
Prior to joining the Company, Mr. Rogers co-founded RX
Solutions, Inc., a healthcare service organization, where he
served as Chief Financial Officer from 2004 until its sale in
2007. From 2001 to 2004, Mr. Rogers served as the Chief
Financial Officer for Ortho-Rehab, Inc., a provider of medical
products for the rehabilitation market. From 1998 to 2001,
Mr. Rogers was the Vice President Controller
for Option Care, Inc., the nations largest intravenous
healthcare franchisor. In addition, Mr. Rogers has served
in various financial positions of increasing responsibility for
service and product organizations. Mr. Rogers began his
career as an auditor with Arthur Andersen, LLP. He is a
Certified Public Accountant.
Agreements
with Executive Officers
The Company has entered into an employment agreement with
Mr. Milton G. Silva-Craig to serve as its President and
Chief Executive Officer. The agreement does not have a fixed
expiration date and may be terminated by either party on
30 days written notice. If Mr. Silva-Craigs
employment is terminated by the Company, he will be entitled to
receive: (i) his salary and health insurance benefits for a
one-year period following the termination; (ii) a one-time
termination payment equal to 50 percent of his annual base
salary and (iii) immediate vesting of all of his then
outstanding stock options. If following a change in control of
the Company, Mr. Silva-Craigs employment is
terminated for any reason or he resigns within 90 days, he
will be entitled to receive: (i) his salary and health
insurance benefits for a one-year period following the date of
resignation or termination; (ii) a one-time termination
payment equal to 50 percent of his annual base salary; and
(iii) immediate vesting of all of his then unvested stock
options. The employment agreement also provided that if
Mr. Silva-Craig choose to relocate to Chicago, Illinois
within 24 months of the date of his employment agreement,
the Company would reimburse him, on a
grossed-up
basis, for his moving expenses. Additionally, if he sold his
home in Birmingham, Alabama in connection with the move to
Chicago, the Company would reimburse him, on a
grossed-up
basis, for certain associated sales commissions and closing
costs. In connection with his relocation to Chicago in 2007,
Mr. Silva-Craig received moving and related expenses
totaling $194,253. In April, 2008, the Company amended
Mr. Silva-Craigs employment agreement, reducing his
base salary. Mr. Silva-Craigs annual salary at the
end of 2008 was $275,000. In exchange for this agreement,
Mr. Silva-Craig was paid a compensatory amount equal to two
(2) times the annual salary reduction amount discounted by
an appropriate market interest rate. The salary reduction shall
remain in place for two (2) years unless amended by the
Compensation Committee. In addition, for a period of eighteen
(18) months, if Mr. Silva-Craig voluntarily leaves the
Company, he agrees to reimburse the Company, on a straight-line
basis, the relevant portion of the voluntary amount paid to him.
The Company has entered into an employment agreement with
Mr. Timothy G. Rogers to serve as its Senior Vice
President Chief Financial Officer and Secretary. The
agreement does not have a fixed expiration date and may be
terminated by either party on 90 days written notice. If
Mr. Rogerss employment is terminated by the Company,
he will be entitled to receive his salary and health insurance
benefits for a six month period following the termination. Also
upon such a termination, Mr. Rogerss inducement stock
options that are not then exercisable will become exercisable.
In April, 2008, the Company amended Mr. Rogerss
employment agreement, reducing his base salary.
Mr. Rogerss annual salary at the end of 2008 was
$175,000. In exchange for this agreement, Mr. Rogers was
paid a compensatory amount equal to two (2) times the
annual salary reduction amount discounted by an appropriate
market interest rate. The salary reduction shall remain in place
for two (2) years unless amended by the Compensation
Committee. In addition, for a period of eighteen
(18) months, if Mr. Rogers voluntarily leaves the
Company, he agrees to reimburse the Company, on a straight-line
basis, the relevant portion of the voluntary amount paid to him.
B-32
On December 5, 2005, the Company entered into an employment
agreement with Mr. Carl F. Dill, Jr. to serve as its
executive Chairman of the Board. Pursuant to that agreement, the
Company agreed to pay Mr. Dill a salary of $258,000 per
year. Effective January 1, 2006, the Company amended the
agreement increasing the salary to $360,000. Effective
July 1, 2007, the salary was reduced to $125,000. Effective
August 10, 2007, Mr. Dills employment as
executive Chairman of the Board of the Company was subsequently
terminated. Mr. Dills only compensation at this point
is board fees.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the
Companys officers and directors, and persons who own more
than 10 percent of a registered class of the Companys
equity securities (Reporting Persons) to file
reports of ownership and changes in ownership with the
Securities and Exchange Commission. Reporting Persons are
required by the Securities and Exchange Commission regulation to
furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of such reports and
written representations from certain Reporting Persons, the
Company has determined that all Reporting Persons complied with
all filing requirements applicable to them in 2008.
Audit
Committee
The Board of Directors has an Audit Committee, presently
composed of Ms. Alhand, Ms. DCamp and Mr. Zoph,
which monitors the Companys financial reporting process
and internal control systems. Each member of the Audit Committee
is financially literate and an independent director
under The Nasdaq Global
Market®
rules and meets the other independence requirements of
Rule 10A-3
under the Exchange Act. The Audit Committees
responsibilities are included in its written charter, which can
be found on TSCs website:
http://www.techsol.com.
Upon her appointment to the Audit Committee, the Board of
Directors determined that Ms. Alhand was an audit committee
financial expert, as that term is used in Item 407(d)(5) of
Regulation S-K
under the Exchange Act.
Code
of Ethics
The Company has adopted a code of business ethics in compliance
with Item 406 of
Regulation S-K
for TSCs principal executive officer, principal financial
officer, principal accounting officer and controller. A copy of
TSCs Code of Ethics has been filed with the SEC and can
also be found on TSCs website:
http://www.techsol.com.
The Company intends to satisfy the disclosure requirement under
Item 5.05 of
Form 8-K
regarding an amendment to, or waiver from, a provision of the
Code of Ethics by posting information on our website at the
address specified above.
|
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ITEM 11.
|
EXECUTIVE
COMPENSATION.
|
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Compensation Program
The Compensation Committee has responsibility for establishing,
implementing and continually monitoring adherence with the
Companys compensation philosophy, programs and practices.
The Compensation Committee ensures that the total compensation
paid to the Companys executive leadership team is
competitive, reasonable and tied to performance. Generally, the
types of compensation and benefits provided to members of the
Companys executive leadership team, including the
actively-employed Named Executive Officers (as defined below)
follow customary and reasonable compensation practices for
similarly-situated companies.
Throughout this Annual Report on
Form 10-K,
the individuals who served as the Companys Chief Executive
Officer and Chief Financial Officer during fiscal 2008, as well
as the other individuals included in the Summary
Compensation Table on page 46, are referred to as the
Named Executive Officers.
B-33
Compensation
Philosophy and Objectives
The Compensation Committee believes that the most effective
executive compensation program is one that is designed to reward
the achievement of specific annual, long-term and strategic
goals by the Company, and which aligns executives
interests with those of the stockholders by rewarding
performance at or above established goals, with the ultimate
objective of increasing stockholder value. The Compensation
Committee evaluates both performance and compensation to ensure
that the Company maintains its ability to attract and retain
superior employees in key positions and that the compensation
provided to key employees remains competitive relative to the
compensation paid to similarly situated executives of peer
companies. To that end, the Compensation Committee believes
executive compensation packages provided by the Company to its
executives, including the Named Executive Officers, should
include compensation that rewards performance as measured
against established goals.
Role of
Executive Officers in Compensation Decisions
The Compensation Committee makes all compensation decisions for
the Named Executive Officers. Decisions regarding the non-equity
compensation of Company employees, other than the Named
Executive Officers, are made by the Chief Executive Officer,
subject to pre-approved compensation ranges established by the
Compensation Committee.
The Chief Executive Officer annually reviews the performance of
each Named Executive Officer (other than the Chief Executive
Officer and the Chairman, each of whose performance is reviewed
by the Compensation Committee). The conclusions reached and
recommendations based on these reviews, including with respect
to salary adjustments and bonus amounts, if any, are presented
to the Compensation Committee for review and approval or
modification. The Compensation Committee determines the
compensation for Named Executive Officers, including any salary
adjustments and bonus or equity awards.
Setting
Executive Compensation
Based on the foregoing objectives, the Compensation Committee
has structured its annual and long-term incentive-based cash and
non-cash executive compensation programs to motivate Named
Executive Officers to achieve the business goals set by the
Company and to reward the Named Executive Officers for achieving
such goals. To effectively structure these programs the Company
has sought the advice of compensation experts. Specifically, in
2006, the Company engaged Deloitte Consulting LLP to conduct a
review of certain of the Companys base salary, cash bonus
and equity incentive programs, including the Named Executive
Officers. Additionally, in 2006, the Company engaged Vedder,
Price, Kaufman & Kammholz, P.C. to provide the
Company with executive compensation market data and advice. The
Company used the advice and data offered by these firms in
structuring compensation packages for its Named Executive
Officers.
2008
Executive Compensation Components
For the fiscal year ended December 31, 2008, the principal
components of compensation for Named Executive Officers were:
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performance-based cash incentive compensation;
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long-term equity incentive compensation;
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perquisites and other personal benefits.
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B-34
Base
Salary
The Company provides Named Executive Officers and other
employees with a base salary to compensate them for services
rendered during the fiscal year. Base salary ranges for Named
Executive Officers are determined for each executive based on
his or her position and responsibility and by using market data.
During its review of base salaries for Named Executive Officers,
the Compensation Committee primarily considered:
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market data provided by members of the Compensation Committee
and outside consultants;
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internal review of the executives compensation, both
individually and relative to other officers; and
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individual performance of the Named Executive Officer.
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Salary levels are typically considered annually as part of the
Companys performance review process as well as upon a
promotion or other change in job responsibility. Merit-based
increases to salaries of Named Executive Officers are based on
the Compensation Committees assessment of the
individuals performance.
Executive
Cash and Equity Incentive Compensation
The Company provides cash and stock-based incentive compensation
to its Named Executive Officers pursuant to Compensation
Governance Guidelines approved by the Compensation Committee on
February 27, 2006.
Performance-Based
Cash Incentive Compensation
These Compensation Governance Guidelines provide for the
calculation of annual cash incentive compensation, subject to
Compensation Committee oversight and modification. The
Compensation Governance Guidelines include various cash
incentive levels based on the participants accountability
and impact on Company operations, with target award
opportunities that are established as a percentage of base
salary. These targets range from 30% of base salary to 100% of
base salary for the Companys Named Executive Officers.
For fiscal 2008, 50% to 75% of each Named Executive
Officers potential annual cash incentive compensation
award was based upon achievement of corporate financial
objectives. The remaining 25% to 50% of an executives
incentive compensation award was based upon individual
performance as measured through the Companys performance
evaluation process. Cash incentive compensation recommendations
for Named Executive Officers are supported by performance
evaluations, which define the executives achievement
against their specific annual objectives. The Companys
Chief Executive sets the individual performance goals for all
Named Executive Officers other than the Chairman and himself.
The Compensation Committee sets the individual performance goals
for the Companys Chief Executive Officer and Chairman. The
Compensation Committee approves all cash incentive bonus payouts
for Named Executive Officers.
Under the Companys current Compensation Governance
Guidelines, Named Executive Officers are not eligible for any
annual cash incentive compensation unless the Company meets
profitability goals approved by the Compensation Committee.
However, the Companys Chief Executive Officer may request
approval of the Compensation Committee for discretionary
individual cash incentive bonus awards for Named Executive
Officers who exceed individual expectations in a year in which
the Company does not meet profitability goals. For 2008, the
Companys Named Executive Officers were not granted any
annual cash incentive bonuses.
Long-Term
Equity Incentive Compensation Inducement Stock
Options
On November 9, 2006, the Board of Directors approved the
Technology Solutions Company 2006 Employment Inducement Award
Plan (the Inducement Option Plan). The Inducement
Option Plan allows the Company to offer inducement stock options
to prospective new employees to induce them to accept employment
with the Company. In 2008, three new employees were awarded a
total of 37,500 inducement stock options. The Compensation
Committee approves all inducement stock option grants.
B-35
Inducement stock option grants are used for the following
purposes:
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to align the interests of the Companys stockholders and
the recipients of awards under the Inducement Option Plan by
increasing the participation of such recipients in the
Companys growth and success;
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to advance the interests of the Company by providing a material
inducement for the best available employees to join the
Company; and
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to motivate such persons to act in the long-term best interests
of the Companys stockholders.
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Options are awarded at the closing price of the Companys
Common Stock on The Nasdaq Global
Market®
on the date of the grant. The Compensation Committee has never
granted inducement stock options with an exercise price that is
less than the closing price of the Companys Common Stock
on the grant date or which are priced on a date other than the
grant date.
Absent a provision in an option recipients employment
agreement to the contrary, inducement stock options granted by
the Compensation Committee vest at a rate of one-third on the
first anniversary of the option grant date and the remaining
options will vest in equal monthly installments over the next
24 months thereafter. Vesting and exercise rights cease
upon termination of employment except in the case of death
(subject to a one year limitation), disability or retirement.
Prior to the exercise of an option, the holder has no rights as
a stockholder with respect to the shares subject to such option,
including voting rights and the right to receive dividends or
dividend equivalents.
401(k)
Plan
All Company employees, including the Named Executive Officers,
are eligible to participate in the Companys 401(k) Plan.
The 401(k) Plan is a retirement savings plan pursuant to which
all employees, including the Named Executive Officers, are able
to contribute a portion of their annual salary up to a limit
prescribed by the Internal Revenue Service on a before-tax
basis. The Company will match each employees contribution
up to 50% of the lesser of (i) the employees annual
401(k) contribution or (ii) the first 6% of the
employees eligible compensation as adjusted for statutory
limits. All employee contributions to the 401(k) Plan are
fully-vested upon contribution. All Company matching funds are
vested after three years of service with the Company.
Perquisites
and Other Personal Benefits
The Company provides Named Executive Officers with de minimis
perquisites, such as paid parking, that the Company and the
Compensation Committee believe are reasonable and consistent
with market practice and its overall compensation program. The
Compensation Committee periodically reviews the levels of
perquisites and other personal benefits provided to Named
Executive Officers.
Each Named Executive Officer has a written employment agreement.
Each of these agreements provides for certain payments to be
made by the Company and, in some cases, for stock option vesting
acceleration in the event of the Named Executive Officers
death, disability or termination. Some of these agreements
provide for other de minimis perquisites. These
employment agreement provisions differ among the Named Executive
Officers and should be reviewed individually. All employment
agreement provisions providing for such benefits or perquisites
to Named Executive Officers are set forth in detail under the
heading Agreements with Executive Officers on
page 3.
The Company has entered into Change of Control and Severance
Agreements with certain key employees, including some of the
Named Executive Officers. These Change of Control and Severance
Agreements are designed to promote stability and continuity of
senior management. Information regarding applicable payments
B-36
under such agreements for the Named Executive Officers is
provided under the heading Agreements with Executive
Officers on page 38.
Tax
and Accounting Implications
Deductibility
of Executive Compensation
As part of its role, the Compensation Committee reviews and
considers the deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code, which provides
that the Company may not deduct compensation of more than
$1,000,000 that is paid to certain individuals. The Company
believes that compensation paid under incentive compensation
plans is generally fully deductible for federal income tax
purposes. However, in certain situations, the Compensation
Committee may approve compensation that will not meet these
requirements in order to ensure competitive levels of total
compensation for its executive officers. In this regard, for
fiscal 2008, none of the Named Executive Officers received total
compensation in excess of $1,000,000.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee of the Company has reviewed and
discussed the Compensation Discussion and Analysis required by
Item 402(b) of
Regulation S-K
with management and, based on such review and discussions, the
Compensation Committee recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in
this Annual Report on
Form 10-K.
Kathryn A. DCamp, Compensation Committee Chairperson
Liz Alhand
Tim Zoph
B-37
The following table sets forth summary information concerning
the compensation during the periods indicated of those executive
officers of the Company for which such disclosure is required
(collectively, the Named Executive Officers).
SUMMARY
COMPENSATION TABLE
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Change in
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Pension
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Value and
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Non-Equity
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Nonqualified
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Incentive
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Deferred
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All
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Stock
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Option
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Plan
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Compensation
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Other
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Name and Principal
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Position
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Year
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($)
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($)
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($)
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($)(1)
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($)
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($)
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($)
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($)
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Milton G. Silva-Craig
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2008
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$
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300,000
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$
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$
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$
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152,969
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$
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$
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$
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243,180
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(3)
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$
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696,149
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President and
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2007
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376,442
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152,969
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194,253
|
(4)
|
|
|
723,664
|
|
CEO(2)
|
|
|
2006
|
|
|
|
30,048
|
|
|
|
175,000
|
|
|
|
|
|
|
|
11,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
216,364
|
|
Timothy G. Rogers
|
|
|
2008
|
|
|
$
|
181,250
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
33,484
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
98,295
|
(6)
|
|
$
|
313,029
|
|
Senior Vice President,
|
|
|
2007
|
|
|
|
54,615
|
|
|
|
|
|
|
|
|
|
|
|
8,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,514
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Secretary(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts in this column represent the compensation cost of
options granted, which are calculated and expensed by the
Company in accordance with Statement of Financial Accounting
Standard No. 123(R) for the fiscal year ended December 31,
2008. |
|
|
|
(2) |
|
Mr. Silva-Craigs employment with the Company began on
December 6, 2006. |
|
|
|
(3) |
|
All Other Compensation in 2008 for
Mr. Silva-Craig relates to amounts paid for a lump sum
salary reduction payment and asset disposition success fee. |
|
|
|
(4) |
|
All Other Compensation in 2007 for
Mr. Silva-Craig was pursuant to employment agreement and
related to moving and closing costs incurred with his relocation
to Chicago. |
|
|
|
(5) |
|
Mr. Rogerss employment with the Company began on
September 24, 2007. |
|
|
|
(6) |
|
All Other Compensation in 2008 for Rogers relates to
amounts paid for a lump sum salary reduction payment and asset
disposition success fee. |
The following table sets forth summary information concerning
grants of equity awards during the fiscal year for those Named
Executive Officers of the Company for which such disclosure is
required.
GRANTS
OF PLAN-BASED AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
Other
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
Date Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
Exercise
|
|
Value of
|
|
|
|
|
Estimated Future Payouts
|
|
Estimated Future Payouts
|
|
Number of
|
|
Number of
|
|
or Base
|
|
Stock
|
|
|
|
|
Under Non-Equity
|
|
Under Equity
|
|
Shares
|
|
Securities
|
|
Price of
|
|
and
|
|
|
|
|
Incentive Plan Awards
|
|
Incentive Plan Awards
|
|
of Stock
|
|
Underlying
|
|
Option
|
|
Option
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
of Units
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
($)
|
|
Milton G. Silva-Craig
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy G. Rogers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
No grants were awarded in 2008. |
B-38
The following table sets forth summary information concerning
the outstanding equity awards as of fiscal year end for those
Named Executive Officers of the Company for which such
disclosure is required.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Market or
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Payout
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
Value of
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
Number of
|
|
Market
|
|
Shares,
|
|
Unearned
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
Shares or
|
|
Value of
|
|
Units or
|
|
Shares,
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Units of
|
|
Shares of
|
|
Other
|
|
Units or
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Stock
|
|
Units of
|
|
Rights
|
|
Other
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
That
|
|
Stock
|
|
That
|
|
Rights
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Have
|
|
That Have
|
|
Have
|
|
That Have
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
Not
|
|
Not
|
|
Not
|
|
Not
|
|
|
(#)
|
|
(#)
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested(1)
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
|
Milton G. Silva-Craig
|
|
|
|
83,333
|
|
|
|
41,667
|
|
|
|
|
|
|
$
|
6.67
|
|
|
|
Dec. 4, 2016
|
|
|
|
41,667
|
|
|
$
|
43,750
|
|
|
|
|
|
|
|
|
|
|
Timothy G. Rogers
|
|
|
|
16,667
|
|
|
|
23,333
|
|
|
|
|
|
|
$
|
4.92
|
|
|
|
Sep. 25, 2007
|
|
|
|
23,333
|
|
|
$
|
24,500
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Based on closing market price of Company common stock on
December 31, 2008 of $1.05. |
The following table sets forth summary information concerning
the exercise of options and the vesting of stock as of fiscal
year end for those Named Executive Officers of the Company for
which such disclosure is required.
OPTION
EXERCISES AND STOCK VESTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|
Acquired on
|
|
Realized on
|
|
Acquired on
|
|
Realized on
|
|
|
Exercise
|
|
Exercise
|
|
Vesting
|
|
Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
No options were exercised in 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-39
Director
Compensation
Annual compensation for those Directors who are not employees of
the Company (Outside Directors) is $25,000, plus
reimbursement of expenses incurred in attending meetings. The
Chairman of the Board receives additional annual compensation of
$25,000.
Further, in accordance with Mr. Dills re-designation
to Chairman, on September 12, 2007, the Compensation
Committee of the Board of Directors (the Board) of
the Company approved the Chairman of the Board Bonus
Compensation Plan (the Chairman Plan). Under the
Chairman Plan, the Chairman of the Board could potentially
receive 5,625 units (the Units) on
March 14, 2008 and March 13, 2009 (the Award
Date). Depending on the Chairmans performance, as
determined by the Governance Committee when applying the
performance criteria set forth by the Compensation Committee,
the Chairman will be entitled to bonus compensation in an amount
between zero dollars ($0.00) and up to the value of one hundred
fifty percent (150%) of the Units multiplied by the closing
stock price of the Companys common stock on the Award
Date. For both 2008 and 2007, neither RSUs nor any bonus
compensation was issued to Mr. Dill.
In addition, each Outside Director appointed prior to 2007 holds
stock options issued under the Technology Solutions Company 1993
Outside Directors Plan, as amended (the 1993 Plan),
and/or the
Technology Solutions Company 1996 Stock Incentive Plan, as
amended (the 1996 Plan). In 2008, no such grants
were made. Each stock option granted to an Outside Director
under the 1996 Plan will become exercisable, depending on the
time at which it was originally granted, either (i) in
thirty-six equal monthly installments, commencing on the last
day of the calendar month immediately following the month the
option is granted or (ii) in one installment of one-third
of the shares on the one-year anniversary of the option grant
date followed by equal monthly installments of the remaining
options over the following 24 months, commencing on the
last day of the calendar month immediately following the
one-year anniversary of the option grant date. Both the 1993
Plan and the 1996 Plan have now expired and no new options will
be issued thereunder.
The following table sets forth summary information concerning
the 2008 compensation of the Directors of the Company for which
such disclosure is required.
DIRECTOR
COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
($)
|
|
|
Elizabeth Alhand(2)
|
|
$
|
18,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,750
|
|
Raymond P. Caldiero(3)
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
Kathryn A. DCamp
|
|
|
29,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,000
|
|
Carl F. Dill, Jr.
|
|
|
51,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,500
|
|
Paula Kruger(4)
|
|
|
18,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,250
|
|
Timothy R. Zoph
|
|
|
29,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,000
|
|
|
|
|
(1) |
|
The amounts in this column represent the compensation cost of
options granted, which are calculated and expensed by the
Company in accordance with Statement of Financial Accounting
Standard No. 123(R) for the fiscal year ended
December 31, 2007. |
|
|
|
(2) |
|
Ms. Alhand was appointed to the Board of Directors on
April 21, 2008. |
|
|
|
(3) |
|
Mr. Caldiero declined to stand for re-election as a
Director at the Companys 2008 Annual Meeting. |
|
|
|
(4) |
|
Ms. Kruger declined to stand for re-election as a Director
at the Companys 2008 Annual Meeting. |
B-40
Compensation
Committee Interlocks and Insider Participation
Ms. DCamp, Ms. Alhand and Mr. Zoph and former
Directors Caldiero and Kruger served as members of the
Compensation Committee of the Board of Directors in 2008. No
current member of the Compensation Committee is or was an
officer or employee of the Company or any of its subsidiaries.
Furthermore, no member of the Compensation Committee has any
relationship requiring disclosure under Item 404 of
Regulation S-K.
Finally, no executive officer of the Company served during 2008
as a director or a member of a compensation committee of any
entity that had an executive officer serving as a Director of
the Company or a member of the Compensation Committee.
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
|
SECURITY
OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information as of March 5,
2009 concerning the beneficial ownership of Common Stock for
each director, named executive officer and all directors and
executive officers as a group. Unless otherwise noted, the
listed persons have sole voting and investment power with
respect to the shares held in their names, subject to community
property laws if applicable.
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
% of Total
|
|
|
|
of
|
|
|
Outstanding
|
|
|
|
Shares(1)
|
|
|
Shares(2)
|
|
|
Director
|
|
|
|
|
|
|
|
|
Elizabeth Alhand
|
|
|
0
|
|
|
|
|
*
|
Kathryn A. DCamp
|
|
|
0
|
|
|
|
|
*
|
Carl F. Dill, Jr.
|
|
|
19,650
|
|
|
|
|
*
|
Timothy R. Zoph
|
|
|
0
|
|
|
|
|
*
|
Named Executive Officers
|
|
|
|
|
|
|
|
|
Milton G. Silva-Craig
|
|
|
114,859
|
|
|
|
|
*
|
Timothy G. Rogers
|
|
|
22,223
|
|
|
|
|
*
|
All directors and named executive officers as a group
(6 persons)
|
|
|
156,732
|
|
|
|
|
*
|
|
|
|
(1) |
|
Includes shares that may be acquired under options which are
currently exercisable and which will be exercisable within
60 days in the following amounts: Mr. Dill,
7,025 shares; Mr. Silva-Craig 17,361; and
Mr. Rogers 5,556 shares; and directors and Named
Executive Officers as a group, 29,942 shares. |
|
|
|
(2) |
|
The percentage of outstanding shares beneficially owned by each
person is calculated based on the 2,565,866 outstanding common
shares as of March 5, 2009, plus the shares that such
person has the right to acquire as of March 5, 2009 or
within 60 days thereafter upon the exercise of conversion
rights and options. |
B-41
ADDITIONAL
INFORMATION RELATING TO VOTING SECURITIES
The following table is based primarily on a review of reports on
Schedule 13G and 13D filed with the SEC prior to
March 5, 2009 and sets forth those holders of Common Stock
known to the Company to beneficially own more than five percent
of the Companys Common Stock. As of March 5, 2009,
there were 2,565,866 shares of the Companys Common
Stock outstanding.
|
|
|
|
|
|
|
|
|
Name and Address
|
|
Number of
|
|
Percent of
|
of Beneficial Owner
|
|
Shares Owned
|
|
Class
|
|
State of Wisconsin Investment Board
|
|
|
387,150
|
(1)
|
|
|
15.1
|
%
|
P.O. Box 7842
Madison, WI 53707
|
|
|
|
|
|
|
|
|
Lloyd I. Miller, III
|
|
|
364,883
|
(2)
|
|
|
14.2
|
%
|
4550 Gordon Drive
Naples, FL 34102
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors LP
|
|
|
159,158
|
(3)
|
|
|
6.2
|
%
|
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746
|
|
|
|
|
|
|
|
|
CCI Consulting, Inc.
|
|
|
151,025
|
(4)
|
|
|
5.9
|
%
|
6752 RFD
Long Grove , Illinois 60047
|
|
|
|
|
|
|
|
|
Michael T. Tokarz
|
|
|
145,667
|
(5)
|
|
|
5.7
|
%
|
287 Bowman
Purchase, NY 10577
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Based on the most recent report on Schedule 13G, filed on
January 30, 2009, the State of Wisconsin Investment Board
represented that it has sole voting power and sole dispositive
power with respect to 387,150 shares. |
|
|
|
(2) |
|
Based on the most recent report on Schedule 13G, filed on
February 12, 2009, Lloyd I. Miller, III represented
that has he has sole voting power and dispositive power with
respect to 313,467 shares as: (i) the manager of a
limited liability company that is the general partner of a
certain limited partnership, (ii) the trustee to a grantor
retained annuity trust and (iii) an individual.
Mr. Miller has shared voting and dispositive power with
respect to 51,416 of the reported securities as an investment
advisor to the trustee of a certain family trust. |
|
|
|
(3) |
|
Based on the most recent report on Schedule 13G, filed on
February 9, 2009, the Dimensional Fund Advisors LP as
investment manager to certain funds, which have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities held in their
respective accounts. To the knowledge of Dimensional, the
interest of any one such Fund does not exceed 5% of the class of
securities. Dimensional disclaims beneficial ownership of all
such securities. |
|
|
|
(4) |
|
Based on the most recent report on Schedule 13G, filed on
November 26, 2007, CCI Consulting, Inc., formerly, Charter
Consulting, Inc., represented that it has sole voting and
dispositive power with respect to 151,025 shares. |
|
|
|
(5) |
|
Based on the most recent report on Schedule 13G, filed on
February 9, 2006, Mr. Tokarz represented that he has
sole voting power and dispositive power with respect to
143,942 shares and shared voting and dispositive power with
respect to 1,725 shares. |
B-42
SECURITIES
AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS
The following table sets forth information as of
December 31, 2008 concerning securities that are authorized
under the Companys equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Number of Securities
|
|
|
|
Securities to be
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Issued Upon
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Plans (Excluding
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
Securities Reflected in
|
|
Plan Category
|
|
and Rights
|
|
|
and Rights
|
|
|
Column (a))
|
|
|
Equity compensation plans approved by security holders
|
|
|
81,607
|
|
|
$
|
13.50
|
|
|
|
None
|
|
Equity compensation plans not approved by security holders
|
|
|
251,500
|
(1)
|
|
$
|
6.07
|
|
|
|
128,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
333,107
|
|
|
$
|
7.89
|
|
|
|
128,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
5,000 inducement options granted to a certain senior employee of
Charter Consulting, Inc. as an inducement to accept employment
with the Company, following the Companys acquisition of
the management consulting business of Charter Consulting, Inc.;
and 246,500 inducement options granted under the Companys
2006 Employment Inducement Award Plan to certain individuals as
an inducement to accept employment with the Company. |
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
In 2008, there were no transactions that required disclosure
under Item 404(a) of
Regulation S-K.
The Company does not generally engage in transactions in which
its senior executive officers or directors, any of their
immediate family members or any of its 5% stockholders have a
material interest. Any proposed transaction involving the above
persons would be referred to the Companys Board of
Directors for consideration and approval by the disinterested
Directors. Furthermore, the Companys Code of Ethics, which
sets forth standards applicable to all employees, officers and
Directors of the Company, generally proscribes transactions that
could result in a conflict of interest for the Company.
The Board of Directors has determined that, with the exception
of the Companys President and Chief Executive Officer,
Mr. Silva-Craig, and the Companys Chairman and former
Acting Chief Executive Officer, Mr. Dill, each of its
directors is an independent director under The Nasdaq Global
Market®
rules. Independent directors, therefore, represent a majority of
the Board.
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
|
During 2008 and 2007, TSC retained its principal auditors, Grant
Thornton LLP, in several capacities:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit fees
|
|
$
|
140,389
|
|
|
$
|
188,425
|
|
Audit related fees
|
|
|
|
|
|
|
13,125
|
|
Tax fees
|
|
|
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
140,189
|
|
|
$
|
203,350
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
Audit Fees represent amounts billed in connection with the audit
of TSCs annual financial statements included in TSCs
Form 10-K
and review of financial statements included in TSCs
Forms 10-Q.
B-43
Audit
Related Fees
Audit Related Fees represent amounts billed for the audit of
TSCs 401(K) Plan in 2007.
Tax
Fees
Tax Fees represent amounts billed for tax services. No tax fees
were billed during 2008 or 2007. Tax preparation for TSC is
handled using in-house personnel.
All Other
Fees
Amounts shown for All Other Fees for 2007 represents fees paid
for review of TSCs compliance with Sarbanes Oxley.
All fees paid by TSC to TSCs independent auditors are
required to be and were approved by the Audit Committee in
advance of the services being performed by the auditors.
B-44
Technology
Solutions Company
|
|
ITEM 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
TECHNOLOGY
SOLUTIONS COMPANY
CONSOLIDATED
FINANCIAL STATEMENTS
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
B-46
|
|
Financial Statements (Item 15(a)(1))
|
|
|
|
|
|
|
|
B-47
|
|
|
|
|
B-48
|
|
|
|
|
B-49
|
|
|
|
|
B-50
|
|
|
|
|
B-51
|
|
All schedules have been omitted because the required information
is included in the financial statements or notes thereto or
because they are not required.
B-45
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
of Technology Solutions Company
We have audited the accompanying consolidated balance sheets of
Technology Solutions Company (a Delaware corporation) and
Subsidiaries (the Company) as of December 31,
2008 and 2007, and the related consolidated statements of
operations, changes in stockholders equity and
comprehensive loss and cash flows for each of the three years in
the period ended December 31, 2008. These financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Technology Solutions Company and Subsidiaries as of
December 31, 2008 and 2007, and the consolidated results of
their operations and their cash flows for each of the three
years in the period ended December 31, 2008, in conformity
with accounting principles generally accepted in the United
States of America.
As stated in Note 1 to the financial statements, on
February 10, 2009, the Company announced the Board of
Directors approval of a Plan of Complete Liquidation and
Dissolution of the Company, subject to stockholder approval.
Chicago, Illinois
March 10, 2009
B-46
Technology
Solutions Company
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except share and per share data)
|
|
|
ASSETS
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,520
|
|
|
$
|
1,799
|
|
Short-term investments
|
|
|
5,473
|
|
|
|
9,169
|
|
Receivables, less allowance for doubtful receivables of $0 and
$10 in 2008 and 2007, respectively
|
|
|
509
|
|
|
|
3,513
|
|
Notes receivable
|
|
|
645
|
|
|
|
|
|
Software development costs
|
|
|
768
|
|
|
|
|
|
Other current assets
|
|
|
413
|
|
|
|
242
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
10,328
|
|
|
|
14,723
|
|
COMPUTERS, FURNITURE AND EQUIPMENT, NET
|
|
|
221
|
|
|
|
193
|
|
INTANGIBLE ASSETS, NET
|
|
|
60
|
|
|
|
518
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
10,609
|
|
|
$
|
15,434
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
959
|
|
|
$
|
1,539
|
|
Accrued compensation and related costs
|
|
|
292
|
|
|
|
2,645
|
|
Other current liabilities
|
|
|
15
|
|
|
|
1,078
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,266
|
|
|
|
5,262
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value; shares
authorized 10,000,000; none issued
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value; shares authorized
20,000,000; shares issued 2,677,452; shares
outstanding 2,565,866 and 2,559,247 in 2008 and
2007, respectively
|
|
|
27
|
|
|
|
27
|
|
Capital in excess of par value
|
|
|
129,211
|
|
|
|
129,100
|
|
Accumulated deficit
|
|
|
(116,222
|
)
|
|
|
(115,816
|
)
|
Treasury stock, at cost, 111,586 and 118,205 shares in 2008
and 2007, respectively
|
|
|
(3,161
|
)
|
|
|
(3,349
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
(512
|
)
|
|
|
210
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
9,343
|
|
|
|
10,172
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
10,609
|
|
|
$
|
15,434
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are
an integral part of this financial information.
B-47
Technology
Solutions Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except per share data)
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$
|
5,619
|
|
|
$
|
9,308
|
|
|
$
|
10,638
|
|
Reimbursements
|
|
|
683
|
|
|
|
1,028
|
|
|
|
1,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
|
6,302
|
|
|
|
10,336
|
|
|
|
12,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Project personnel
|
|
|
3,934
|
|
|
|
6,561
|
|
|
|
13,204
|
|
Other project expenses
|
|
|
1,099
|
|
|
|
1,463
|
|
|
|
2,446
|
|
Reimbursable expenses
|
|
|
683
|
|
|
|
1,028
|
|
|
|
1,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
5,716
|
|
|
|
9,052
|
|
|
|
17,075
|
|
Management and administrative support
|
|
|
2,798
|
|
|
|
8,884
|
|
|
|
5,136
|
|
Intangible asset amortization
|
|
|
23
|
|
|
|
|
|
|
|
835
|
|
Goodwill and intangible asset impairments
|
|
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses
|
|
|
8,537
|
|
|
|
17,936
|
|
|
|
23,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(2,235
|
)
|
|
|
(7,600
|
)
|
|
|
(11,108
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
316
|
|
|
|
469
|
|
|
|
844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM CONTINUING OPERATIONS BEFORE
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAXES AND DISCONTINUED OPERATIONS
|
|
|
(1,919
|
)
|
|
|
(7,131
|
)
|
|
|
(10,264
|
)
|
INCOME TAX PROVISION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FROM CONTINUING OPERATIONS
|
|
|
(1,919
|
)
|
|
|
(7,131
|
)
|
|
|
(10,264
|
)
|
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from discontinued operations,
|
|
|
|
|
|
|
|
|
|
|
|
|
Includes gain on sales of SAP and CVC Practices
|
|
|
1,513
|
|
|
|
(1,164
|
)
|
|
|
1,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(406
|
)
|
|
$
|
(8,295
|
)
|
|
$
|
(8,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC INCOME (LOSS) PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continuing Operations
|
|
$
|
(0.75
|
)
|
|
$
|
(2.80
|
)
|
|
$
|
(4.15
|
)
|
Income (loss) from Discontinued Operations
|
|
|
0.59
|
|
|
|
(0.46
|
)
|
|
|
0.58
|
|
Net Loss
|
|
|
(0.16
|
)
|
|
|
(3.26
|
)
|
|
|
(3.57
|
)
|
WEIGHTED AVERAGE SHARES BASIC
|
|
|
2,566
|
|
|
|
2,541
|
|
|
|
2,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED INCOME (LOSS) PER SHARE(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continuing Operations
|
|
$
|
(0.75
|
)
|
|
$
|
(2.80
|
)
|
|
$
|
(4.15
|
)
|
Income (loss) from Discontinued Operations
|
|
|
0.59
|
|
|
|
(0.46
|
)
|
|
|
0.54
|
|
Net Loss
|
|
|
(0.16
|
)
|
|
|
(3.26
|
)
|
|
|
(3.57
|
)
|
WEIGHTED AVERAGE SHARES DILUTED
|
|
|
2,570
|
|
|
|
2,541
|
|
|
|
2,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Dilutive securities are excluded from the diluted earning per
share calculation in loss periods due to their anti-dilutive
effect |
The accompanying Notes to Consolidated Financial Statements are
an integral part of this financial information.
B-48
Technology
Solutions Company
For the Years Ended December 31, 2008, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Common Stock Issued
|
|
|
Excess of
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
Comprehensive
|
|
|
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Par Value
|
|
|
Deficit
|
|
|
Stock
|
|
|
Income (Loss)
|
|
|
Total
|
|
|
Loss
|
|
|
|
(In thousands, except share data)
|
|
|
Balance as of January 1, 2006
|
|
|
2,526,427
|
|
|
$
|
25
|
|
|
$
|
127,889
|
|
|
$
|
(98,687
|
)
|
|
$
|
(4,819
|
)
|
|
$
|
240
|
|
|
$
|
24,648
|
|
|
$
|
(17,370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued in connection with the acquisition of the assets of
Charter Consulting
|
|
|
151,025
|
|
|
|
2
|
|
|
|
1,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
896
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,834
|
)
|
|
|
|
|
|
|
|
|
|
|
(8,834
|
)
|
|
|
(8,834
|
)
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
(30
|
)
|
|
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006
|
|
|
2,677,452
|
|
|
$
|
27
|
|
|
$
|
130,183
|
|
|
$
|
(107,521
|
)
|
|
$
|
(4,819
|
)
|
|
$
|
210
|
|
|
$
|
18,080
|
|
|
$
|
(8,864
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
536
|
|
|
|
|
|
Issuance of stock from treasury for restricted stock unit grants
|
|
|
|
|
|
|
|
|
|
|
(1,619
|
)
|
|
|
|
|
|
|
1,470
|
|
|
|
|
|
|
|
(149
|
)
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,295
|
)
|
|
|
|
|
|
|
|
|
|
|
(8,295
|
)
|
|
|
(8,295
|
)
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
2,677,452
|
|
|
$
|
27
|
|
|
$
|
129,100
|
|
|
$
|
(115,816
|
)
|
|
$
|
(3,349
|
)
|
|
$
|
210
|
|
|
$
|
10,172
|
|
|
|
(8,295
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
310
|
|
|
|
|
|
Issuance of stock from treasury for restricted stock unit grants
|
|
|
|
|
|
|
|
|
|
|
(199
|
)
|
|
|
|
|
|
|
188
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(406
|
)
|
|
|
|
|
|
|
|
|
|
|
(406
|
)
|
|
|
(406
|
)
|
Unrealized loss on short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(512
|
)
|
|
|
(512
|
)
|
|
|
(512
|
)
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(210
|
)
|
|
|
(210
|
)
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
|
2,677,452
|
|
|
$
|
27
|
|
|
$
|
129,211
|
|
|
$
|
(116,222
|
)
|
|
$
|
(3,161
|
)
|
|
$
|
(512
|
)
|
|
$
|
9,343
|
|
|
$
|
(1,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are
an integral part of this financial information.
B-49
Technology
Solutions Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(406
|
)
|
|
$
|
(8,295
|
)
|
|
$
|
(8,834
|
)
|
Adjustments to reconcile net loss to net cash from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and intangible asset impairment
|
|
|
106
|
|
|
|
143
|
|
|
|
3,233
|
|
Depreciation and amortization
|
|
|
293
|
|
|
|
261
|
|
|
|
1,092
|
|
Cumulative translation adjustment
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
Loss on disposal of fixed assets
|
|
|
|
|
|
|
|
|
|
|
319
|
|
Impairment loss on short-term investments
|
|
|
97
|
|
|
|
47
|
|
|
|
|
|
Non-cash stock compensation
|
|
|
310
|
|
|
|
536
|
|
|
|
896
|
|
Net gain from the sales of SAP and CVC Practices
|
|
|
(1,513
|
)
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
412
|
|
|
|
4,142
|
|
|
|
(498
|
)
|
Loan receivable
|
|
|
|
|
|
|
3,400
|
|
|
|
|
|
Software development costs
|
|
|
(768
|
)
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
(252
|
)
|
|
|
333
|
|
|
|
7
|
|
Accounts payable
|
|
|
(256
|
)
|
|
|
(103
|
)
|
|
|
1,057
|
|
Accrued compensation and related costs
|
|
|
(1,794
|
)
|
|
|
(1,082
|
)
|
|
|
252
|
|
Restructuring accruals
|
|
|
|
|
|
|
(400
|
)
|
|
|
(1,029
|
)
|
Other current liabilities
|
|
|
(1,064
|
)
|
|
|
(1,115
|
)
|
|
|
(562
|
)
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(5,045
|
)
|
|
|
(2,133
|
)
|
|
|
(3,912
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of SAP Practice, net of transaction fees
|
|
|
3,305
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of CVC Practice
|
|
|
165
|
|
|
|
|
|
|
|
|
|
Notes receivable from sale of SAP and CVC Practices
|
|
|
(645
|
)
|
|
|
|
|
|
|
|
|
Transfers to short-term investments
|
|
|
|
|
|
|
(3,698
|
)
|
|
|
|
|
Purchases of short-term investments
|
|
|
(111
|
)
|
|
|
(266
|
)
|
|
|
(375
|
)
|
Sales of short-term investments
|
|
|
3,198
|
|
|
|
1,334
|
|
|
|
4,500
|
|
Capital expenditures
|
|
|
(133
|
)
|
|
|
(213
|
)
|
|
|
(42
|
)
|
Net assets of acquired businesses, net of cash
|
|
|
|
|
|
|
|
|
|
|
(2,734
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided from/(used in) investing activities
|
|
|
5,779
|
|
|
|
(2,843
|
)
|
|
|
1,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of employee payroll taxes in lieu of shares for
RSUs
|
|
|
(13
|
)
|
|
|
(149
|
)
|
|
|
|
|
Cash in lieu of fractional shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(13
|
)
|
|
|
(149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS
|
|
|
721
|
|
|
|
(5,125
|
)
|
|
|
(2,500
|
)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
1,799
|
|
|
|
6,924
|
|
|
|
9,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
2,520
|
|
|
$
|
1,799
|
|
|
$
|
6,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisition activity
|
|
|
|
|
|
|
|
|
|
$
|
1,400
|
|
The accompanying Notes to Consolidated Financial Statements are
an integral part of this financial information.
B-50
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Technology Solutions Company (TSC) is a software and
services firm providing business solutions to the healthcare
industry. TSC delivers industry leading solutions and rapid
results by leveraging seasoned teams, deep industry expertise
and best practice know-how, combined with unique intellectual
property and technology implementation skills. TSCs
clients are primarily located throughout the United States.
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
On February 10, 2009, the Company announced that its
Board of Directors has determined, after extensive and careful
consideration of the Companys strategic alternatives and
analysis of the prevailing economic and industry conditions,
that it is in the best interests of the Company and its
stockholders to liquidate the Companys assets and to
dissolve the Company. The Companys Board of Directors
approved a Plan of Complete Liquidation and Dissolution of the
Company (the Plan of Liquidation), subject to
stockholder approval. The Company intends to hold a special
meeting of stockholders to seek approval of the Plan of
Liquidation and will file related proxy materials with the
Securities and Exchange Commission (the SEC) in the
near future. Prior to the special meeting, the
Company will reduce its headcount to a limited number of
employees who will assist through the termination of operations.
The Plan of Liquidation contemplates an orderly wind down of the
Companys business and operations. If the Companys
stockholders approve the Plan of Liquidation, the Company
intends to file a certificate of dissolution, sell or otherwise
dispose of its non-cash assets, satisfy or resolve its remaining
liabilities and obligations, including but not limited to
contingent liabilities and claims, ongoing client agreements,
lease obligations, severance for terminated employees, and costs
associated with the liquidation and dissolution, and make one or
more distributions to its stockholders of cash available for
distribution, subject to applicable legal requirements. The Plan
of Liquidation, upon approval of stockholders, provides for an
initial cash distribution currently estimated to be in the
amount of $2.00 per share. Following stockholder approval of the
Plan of Liquidation and the filing of a certificate of
dissolution, the Company will delist its common stock from The
Nasdaq Global
Market®.
If, prior to its dissolution, the Company receives an offer for
a corporate transaction that will, in the view of the Board of
Directors, provide superior value to stockholders than the value
of the estimated distributions under the Plan of Liquidation,
taking into account all factors that could affect valuation,
including timing and certainty of closing, credit market risks,
proposed terms and other factors, the Plan of Liquidation and
the related dissolution of the Company could be abandoned by the
Board of Directors in favor of such a transaction.
|
|
NOTE 2
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
PRINCIPLES OF CONSOLIDATION The accompanying
consolidated financial statements include the accounts of TSC
and all of its subsidiaries. All significant intercompany
transactions have been eliminated.
REVENUE RECOGNITION TSC derives its revenues
from a variety of information technology services, including
systems integration, packaged software integration and
implementation services, programming, training and extended
support services. TSCs services are contracted on either a
time and materials basis or a fixed price basis. For our time
and materials contracts, TSC recognizes revenues as work is
performed, primarily based on hourly billing rates. For our
fixed price contracts, TSC recognizes revenues based on services
performed with performance generally assessed on the ratio of
hours incurred to date compared to the total estimated hours to
be performed over the entire contract. Revenues are subject to
revision as the contract progresses to completion. Any revisions
in the estimate are charged or credited to operations in the
period in which the facts that give rise to the revision become
known. Contracts are performed in phases. Losses on contracts,
if any, are reserved in full when determined. Contract losses
are
B-51
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
determined by the amount by which the estimated cost of the
contract exceeds the estimated total revenues that will be
generated by the contract. Extended support revenues are
recognized as services are rendered.
CASH AND CASH EQUIVALENTS TSC considers all
highly liquid investments readily convertible into cash (with
purchased maturities of three months or less) to be cash
equivalents. These investments are carried at cost, which
approximates market. The Company is exposed to concentrations of
credit risk. The Company maintains cash at a financial
institution where the total cash balance is insured by the
Federal Deposit Insurance Corporation (FDIC) up to
$250 per depositor, per bank. From time to time, the Company has
cash that exceeds the balance insured by the FDIC. The Company
monitors such credit risk at the financial institution and has
not experienced any loses related to such risks to date.
SHORT TERM INVESTMENTS TSC determines the
appropriate classification of its investments in debt and equity
securities at the time of purchase and reevaluates such
determinations at each balance sheet date. TSC considers all
investments whose maturities exceed three months or more, or
those that cannot be readily converted to cash, to be a
short-term investment. The investments are classified as
available for sale and are carried at fair market value, with
unrealized gains and losses, net of tax, included in the
determination of comprehensive income and reported in
stockholders equity. Net proceeds from the sale of
available for sale securities were $3,198 and $1,334 for the
years ending December 31, 2008 and 2007, respectively.
Gross realized losses from the sales of available for sale
securities were $356 and $27 for the years ending
December 31, 2008 and 2007, respectively. The cost of
investments sold is based on the specific identification method.
Interest and dividends on investments classified as available
for sale are included in net investment income. The Company
incurred impairments losses of $97 and $47 for 2008 and 2007,
respectively.
COMPUTERS, FURNITURE AND EQUIPMENT Computers,
furniture and equipment are carried at cost and depreciated on a
straight-line basis over their estimated useful lives. Useful
lives generally are five years or less. Leasehold improvements
are amortized on a straight-line basis over the shorter of the
estimated useful lives of the assets or the underlying lease
term. Normal maintenance and repair costs are expensed as
incurred. The costs and related accumulated depreciation or
amortization of assets sold or disposed of are removed from the
balance sheet and any resulting gain or loss is included in
operations. The carrying value of computers, furniture and
equipment is reviewed whenever events or circumstances indicate
that impairment has occurred to assess recoverability based on
undiscounted future cash flows.
GOODWILL AND LONG-LIVED ASSETS TSC accounts
for goodwill and long-lived Assets in accordance with Statement
of Financial Accounting Standards (SFAS)
No. 141, Business Combinations,
SFAS No. 142, Goodwill and Other Intangible
Assets (SFAS 142) and SFAS 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. Under SFAS 142, goodwill and intangibles that
are deemed to have indefinite lives are not amortized but,
instead, are reviewed at least annually for impairment.
Intangible assets are amortized over their estimated useful
lives.
SFAS 142 requires that goodwill be evaluated for impairment
annually or if an event occurs or circumstances change that may
reduce the fair value of the acquisition below its book value.
The impairment test is conducted utilizing a fair
value methodology. TSC evaluates the fair value of its
acquisitions utilizing various valuation techniques including
discounted cash flow analysis. This implied fair value is
compared to the carrying amount of the goodwill for the
individual acquisition. If the fair value is less, TSC
recognizes an impairment loss. In addition, TSC evaluates its
intangible and tangible assets with definite lives to determine
whether adjustment to these amounts or estimated useful lives
are required based on current events and circumstances.
In 2008, prior to the sale of the CVC Practice
(CVC), the Company recorded $106 in intangible asset
impairment as a result of the valuation of assets acquired from
Charter Consulting, Inc. The majority of the intangible assets
were retired as part of the sale of the CVC Practice. In 2007,
the Company recorded $143 in intangible asset impairment as a
result of the termination of certain Charter employees in the
first quarter of
B-52
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2007. The impairment amounts are recorded as part of the
discontinued operations. In 2006, we recorded a total of $3,233
in goodwill and intangible asset impairment charges. These
charges were composed of $2,913 in goodwill impairment and $320
in intangible asset impairment. The goodwill and intangible
assets relate to acquisitions in 2006 and 2004, as discussed in
Note 3.
EARNINGS (LOSS) PER COMMON SHARE TSC
discloses basic and diluted earnings (loss) per share in the
consolidated statements of operations under the provisions of
SFAS No. 128, Earnings Per Share. Diluted
earnings (loss) per common share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding during each period presented, plus the dilutive
effect of common equivalent shares arising from the assumed
exercise of stock options using the treasury stock method.
Common equivalent shares of 3,958, 109,883, and 146,487 were not
included in the diluted loss per share calculation as they were
anti-dilutive for 2008, 2007 and 2006, respectively. Basic
earnings (loss) per common share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding during each period presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Basic and Diluted Loss per Share
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
Net Loss
|
|
|
Shares
|
|
|
Share
|
|
|
Net Loss
|
|
|
Shares
|
|
|
Share
|
|
|
Net Loss
|
|
|
Shares
|
|
|
Share
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Basic Loss Per Common Share
|
|
$
|
(406
|
)
|
|
|
2,566
|
|
|
$
|
(0.16
|
)
|
|
$
|
(8,295
|
)
|
|
|
2,541
|
|
|
$
|
(3.26
|
)
|
|
$
|
(8,834
|
)
|
|
|
2,477
|
|
|
$
|
(3.57
|
)
|
Effect of Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Loss Per Common Share
|
|
$
|
(406
|
)
|
|
|
2,566
|
|
|
$
|
(0.16
|
)
|
|
$
|
(8,295
|
)
|
|
|
2,541
|
|
|
$
|
(3.26
|
)
|
|
$
|
(8,824
|
)
|
|
|
2,477
|
|
|
$
|
(3.57
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREIGN CURRENCY TRANSLATION The functional
currencies for TSCs foreign subsidiaries are their local
currencies. All assets and liabilities of foreign subsidiaries
are translated to U.S. dollars at end of period exchange
rates. The resulting translation adjustments are recorded as a
component of stockholders equity and comprehensive income.
Income and expense items are translated at average exchange
rates prevailing during the period. Any gains and losses from
foreign currency transactions are included in the consolidated
statements of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS The
carrying values of current assets, long-term receivables and
liabilities approximated their fair values at December 31,
2008 and 2007, respectively.
STOCK-BASED COMPENSATION On January 1,
2006, TSC adopted the provisions of SFAS No. 123R,
Share-Based Payment (SFAS 123R).
SFAS 123R revised SFAS No. 123, Accounting
for Stock Based Compensation (SFAS 123)
and superseded Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB
25). Prior to January 1, 2006, TSC had followed the
stock compensation rules under APB 25.
SFAS 123R requires companies to measure and recognize
compensation expense for all employee share-based payments at
fair value over the service period underlying the arrangement.
Accordingly, TSC determines the grant-date fair value of its
stock-based awards, including stock options and restricted stock
units, and records an expense in its statement of operations for
the amortization of the fair value of the awards. The fair value
of the awards is amortized ratably over the vesting periods of
the individual awards. For restricted stock units, certain
portions of the awards require the achievement of certain
performance measures for these awards to vest. If these
performance measures are not achieved, the awards are forfeited.
TSC adopted the provisions of SFAS 123R using the
modified prospective method, whereby fair values of
all previously-granted, unvested employee stock-based awards as
of January 1, 2006 as well as all awards made on or after
January 1, 2006 are considered in determining stock-based
compensation expense for the years ending December 31, 2006
and thereafter. Under the provisions of SFAS 123R, TSC
recorded $0.3 million and $0.5 million ($0.12
B-53
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
and $0.20 per basic and fully diluted share) for 2008 and 2007,
respectively, of stock-based compensation expense in its
consolidated statement of operations. No tax benefit was
recognized related to stock-based compensation expense since TSC
established and continues to maintain a full valuation allowance
to offset all potential tax benefits associated with its net
deferred tax assets.
NEW ACCOUNTING STANDARDS In September 2006,
the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS 157). SFAS 157 defines fair
value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles
(GAAP), and expands disclosure about fair value
measurements. SFAS 157 does not require any new fair value
measurements, but provides a single definition of fair value,
together with a framework for measuring fair value. Accordingly,
for some entities, the application of SFAS 157 may change
current practice. SFAS 157 for financial assets and
financial liabilities was effective for the Company beginning
January 1, 2008. On January 1, 2009, the beginning of
the next fiscal year, the standard will also apply to
non-financial assets and non-financial liabilities of the
Company. The adoption of SFAS 157 for financial assets and
financial liabilities did not have a material impact on the
Companys consolidated financial statements. FASB Staff
Position
SFAS 157-2,
Effective Date of FASB Statement No. 157
(FSP
FAS 157-2)
delays the effective date of SFAS 157 for non-financial
assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). Management
is evaluating the impact of SFAS 157 will have on its
non-financial assets and non-financials liabilities. The Company
believes that the impact of these items upon adoption will not
be material to the consolidated financial statements.
SFAS 157 establishes a fair value hierarchy based on the
quality of inputs used to measure fair value, with level 1
being the highest quality and level 3 being the lowest
quality. Level 1 inputs are quoted prices in active markets
on identical assets or liabilities. Level 2 inputs are
observable inputs other than quoted prices included in
Level 1. Level 3 inputs are unobservable inputs which
reflect assumptions about pricing by market participants.
The fair value measurements for the Companys financial
liabilities accounted for at fair value on a recurring basis at
December 31, 2008 are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
|
Quoted
|
|
|
|
|
|
|
|
|
Prices
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
Markets for
|
|
Other
|
|
Significant
|
|
|
|
|
Identical
|
|
Observable
|
|
Unobservable
|
|
|
|
|
Assets
|
|
Inputs
|
|
Inputs
|
Description
|
|
12/31/08
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Short term investments
|
|
$
|
5,473
|
|
|
$
|
5,473
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,473
|
|
|
$
|
5,473
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities
(FAS 159). FAS 159 permits entities to choose to
measure many financial assets and financial liabilities at fair
value. Unrealized gains and losses on items for which the fair
value option has been elected are reported in earnings. The
adoption of SFAS 159 did not have a significant impact on
the consolidated financial statements.
SOFTWARE DEVELOPMENT COSTS TSC accounts for
software development costs in accordance with
SFAS No. 86, Accounting for the Costs of
Computer Software to Be Sold, Leased or Otherwise
Marketed. Research and development costs related to
software development are expensed as incurred. Upon the
establishment of technological feasibility, related software
developments are capitalized.
B-54
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
BLUE
OCEAN©
Technological feasibility was reached during the second quarter
of 2008 for Blue Ocean, which is the Companys software
solution that delivers real-time, actionable information to
hospital staff at
point-of-need.
Beginning in the second quarter of 2008 and through the end of
the year, the Company has capitalized $768 of such costs. As of
December 31, 2008, general release has not occurred for
Blue Ocean and as such, the $768 capitalized represents the
unamortized costs, which has been determined not to be impaired.
During 2007, TSC expensed $882 of research and development
costs, which are included in the consolidated statement of
operations in management and administration support.
INCOME TAXES TSC uses an asset and liability
approach, as required under SFAS 109 for financial
accounting and reporting of income taxes. Deferred income taxes
are provided using currently enacted tax rates when tax laws and
financial accounting standards differ with respect to
(i) the amount of annual income and (ii) the basis of
assets and liabilities. TSC does not provide U.S. deferred
income taxes on earnings of foreign subsidiaries that are
expected to be indefinitely reinvested. Judgment is required in
determining its provision for income taxes, deferred tax assets
and liabilities and valuation allowance recorded against its net
deferred tax assets. A valuation allowance is provided for
deferred tax assets whenever it is more likely than not that
future tax benefits will not be realized. During 2003, a
valuation allowance was recorded for the entire net deferred tax
asset (see Note 10). If the realization of the deferred tax
assets in future periods is considered more likely than not, an
adjustment to the deferred tax asset would increase net income
in the period such determination is made. The amount of deferred
tax assets considered realizable is based on significant
estimates. Changes in these estimates could materially affect
TSCs financial condition and results of operations in
future periods.
EMPLOYEE BENEFIT PLAN TSC has a 401(k)
Savings Plan (the 401(k) Plan). The 401(k) Plan
allows employees to contribute up to 15 percent of their
annual compensation, subject to Internal Revenue Service
statutory limitations. Company contributions to the 401(k) Plan
are discretionary. The Company has not yet determined if it will
make a Company contribution for the year ended December 31,
2008 in light of its recently announced Plan of Complete
Liquidation and Dissolution (the Plan of
Liquidation). TSC contributed $257 and $169 to the 401(k)
Plan in the years ended December 31, 2007 and 2006,
respectively.
ESTIMATES AND ASSUMPTIONS The preparation of
financial statements in conformity with generally accepted
accounting principles requires management to make assumptions
that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
RECLASSIFICATIONS Certain reclassifications
have been made to prior periods to conform to the current period
classification. These reclassifications had no impact on net
loss or total stockholders equity.
|
|
NOTE 3
|
BUSINESS
COMBINATIONS
|
On March 15, 2006, TSC announced its acquisition of the
management consulting business of Charter Consulting, Inc.
(Charter). This acquisition positions TSC to provide
enhanced consulting value in strategic customer demand
generation and operational effectiveness. Under the terms of the
asset purchase agreement, TSC acquired the consulting assets of
Charter for $3,800, which consisted of $1,400 in cash and $1,400
(151,025 shares) in TSCs common stock plus the
assumption of $1,000 in certain liabilities. TSC also recognized
a liability of $334 for termination obligations related to the
closure of the redundant Charter office. The lease termination
activities were completed in the second quarter of 2006. Based
upon a purchase price allocation analysis, intangible assets of
$1,204, related to certain employment contracts, customer
relationships, trade name and an agreement not to compete, as
well as $2,913 of goodwill were recorded. The intangible asset
related to the trade name, in the amount of $269, has an
indefinite life. The intangible assets with definite lives
amount to $935 and are amortized on a straight-line basis based
on their estimated useful lives of 3 to 5 years.
B-55
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes the estimated fair values of
assets acquired and liabilities assumed as of March 15,
2006 in connection with the acquisition of Charters
business:
|
|
|
|
|
Computers, furniture and equipment
|
|
$
|
17
|
|
Intangible assets
|
|
|
1,204
|
|
Goodwill
|
|
|
2,913
|
|
|
|
|
|
|
Total asset acquired
|
|
|
4,134
|
|
|
|
|
|
|
Lease termination
|
|
|
(334
|
)
|
Accrued liabilities
|
|
|
(1,000
|
)
|
|
|
|
|
|
Total liabilities assumed
|
|
|
(1,334
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
2,800
|
|
|
|
|
|
|
The acquisition of Charters business has been accounted
for using the purchase method of accounting. Accordingly, the
results of the acquisition of Charter are included in TSCs
consolidated results of operations from the date of the
acquisition, March 15, 2006. The excess of purchase price
over the estimated fair value of the net identifiable assets
acquired was recorded as goodwill.
As part of TSCs regular review for potential impairments,
$169 of intangible assets relating to employment contracts and
the entire $2,913 of goodwill were deemed impaired as of
December 31, 2006 and, accordingly, written-off and charged
against earnings in 2006.
SAP
Practice
During the second quarter of 2008, the Company sold its SAP
Practice (the Practice) in order to further its
focus on the healthcare market. The sale closed on May 5,
2008, with an effective date of April 30, 2008. TSC agreed
to sell substantially all of the assets and assume certain
liabilities of the Practice together with certain other assets,
liabilities, properties and rights of the Company relating to
its SAP services business to EnteGreat Solutions LLC
(EnteGreat). Under the terms of the purchase
agreement, the Company received $4,150 of cash and a $750
promissory note, due in two installments (with the first
installment of $375 received October 31, 2008 and the
second installment due on April 29, 2009).
In conjunction with the sale, the Company, during the quarter
ended June 30, 2008, recorded a gain, net of related
transactions fee and expenses, of $1,526 in the consolidated
statement of operations.
Below is a summary of the net assets sold with the amounts as of
December 31, 2007 and as of April 30, 2008, the
effective date of the sale:
|
|
|
|
|
|
|
|
|
|
|
As of April 30,
|
|
|
As of December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Accounts receivable
|
|
$
|
2,592
|
|
|
$
|
2,352
|
|
Other current assets
|
|
|
69
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,661
|
|
|
$
|
2,383
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
323
|
|
|
|
344
|
|
Accrued compensation
|
|
|
559
|
|
|
|
343
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
882
|
|
|
$
|
687
|
|
|
|
|
|
|
|
|
|
|
Value of net assets sold
|
|
$
|
1,779
|
|
|
$
|
1,696
|
|
|
|
|
|
|
|
|
|
|
B-56
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CVC
Practice
On December 31, 2008, the Company sold its CVC Practice
(CVC) in order to further its focus on the
healthcare market. TSC sold substantially all of the assets and
assume certain liabilities of the CVC together with certain
other assets, liabilities, properties and rights of the Company
relating to its CVC business to Valkre Solutions, Inc.
(Valkre). Pursuant to the sale, the Company received
$130 of cash and a $270 senior promissory note, due in two
installments (with the first installment due on March 31,
2009 and the second installment due on June 30, 2009).
In conjunction with the sale, the Company recorded a gain, net
of related transactions fee and expenses, of $24 in the
consolidated statement of operations.
Receivables consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Amounts billed to clients
|
|
$
|
484
|
|
|
$
|
3,230
|
|
Unbilled revenues
|
|
|
25
|
|
|
|
293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
509
|
|
|
|
3,523
|
|
Allowance for doubtful receivables
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
509
|
|
|
$
|
3,513
|
|
|
|
|
|
|
|
|
|
|
Amounts billed to clients represent professional fees and
reimbursable project-related expenses. Unbilled revenues
represent unbilled professional fees, project costs (such as
out-of-pocket
expenses), materials and subcontractor costs. The amounts above
are expected to be collected within three months from the
balance sheet date. Amounts billed to clients are unsecured and
generally due within 30 days.
Changes in TSCs allowance for doubtful receivables were as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Beginning balance
|
|
$
|
10
|
|
|
$
|
66
|
|
Bad debt expense/(reversal)
|
|
|
(10
|
)
|
|
|
30
|
|
Accounts written off
|
|
|
|
|
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005, TSC had a non-current loan receivable
carried on its books in the amount of $3,545. The loan required
semi-annual, interest-only payments (no principal), and had a
maturity of February 25, 2008. In early 2007, TSC and the
borrower agreed to a settlement whereby the borrower paid TSC
$3,400, in full settlement of the loan. This payment was
received by TSC on February 16, 2007 and the loan was
canceled at that time. Accordingly, TSC took a $145 charge
against 2006 earnings, to write-down the value of the loan to
its net realizable value at December 31, 2006.
B-57
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 7
|
COMPUTERS,
FURNITURE AND EQUIPMENT
|
Computers, furniture and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Computers
|
|
$
|
7,014
|
|
|
$
|
6,882
|
|
Furniture and equipment
|
|
|
1,133
|
|
|
|
1,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,147
|
|
|
|
8,015
|
|
Accumulated depreciation
|
|
|
(7,926
|
)
|
|
|
(7,822
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
221
|
|
|
$
|
193
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense was $104, $55, and $96 for the years ended
December 31, 2008, 2007 and 2006, respectively.
|
|
NOTE 8
|
INTANGIBLE
ASSETS, NET
|
As of December 31, 2008 and 2007, TSCs acquired
intangible assets with definite lives were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
|
|
|
Compete
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Related
|
|
|
Agreements
|
|
|
Agreements
|
|
|
Trademarks
|
|
|
Total
|
|
|
Balance as of December 31, 2006
|
|
$
|
283
|
|
|
$
|
100
|
|
|
$
|
215
|
|
|
$
|
269
|
|
|
$
|
867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
(128
|
)
|
|
|
(54
|
)
|
|
|
(24
|
)
|
|
|
|
|
|
|
(206
|
)
|
Impairment loss
|
|
|
|
|
|
|
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
155
|
|
|
|
46
|
|
|
|
48
|
|
|
|
269
|
|
|
|
518
|
|
Amortization
|
|
|
(128
|
)
|
|
|
(46
|
)
|
|
|
(15
|
)
|
|
|
|
|
|
|
(189
|
)
|
Business divestiture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(163
|
)
|
|
|
(163
|
)
|
Impairment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106
|
)
|
|
|
(106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
$
|
27
|
|
|
$
|
|
|
|
$
|
33
|
|
|
$
|
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Amortization Period in Years
|
|
|
0.2
|
|
|
|
0.0
|
|
|
|
2.2
|
|
|
|
Not
applicable
|
|
|
|
|
|
The impairment loss in 2008 of $106 was recorded as a result of
a decline in the value of certain of the Companys
trademarks. The impairment loss in 2007 of $143 was recorded as
a result of the termination of certain of the Charter employees.
The following table summarizes the estimated annual pretax
amortization expense for these assets:
|
|
|
|
|
Calendar Year
|
|
|
|
|
2009
|
|
$
|
42
|
|
2010
|
|
|
15
|
|
2011
|
|
|
3
|
|
|
|
|
|
|
|
|
$
|
60
|
|
|
|
|
|
|
B-58
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The provision for income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(130
|
)
|
|
|
(2,654
|
)
|
|
|
(2,442
|
)
|
State
|
|
|
(19
|
)
|
|
|
(632
|
)
|
|
|
(588
|
)
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
149
|
|
|
|
3,286
|
|
|
|
3,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax provision differed from the amount computed by
applying the federal statutory income tax rate to the loss due
to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Federal tax benefit at statutory rate
|
|
$
|
(142
|
)
|
|
$
|
(2,903
|
)
|
|
$
|
(3,092
|
)
|
State tax benefit, net of Federal benefit
|
|
|
(19
|
)
|
|
|
(411
|
)
|
|
|
(379
|
)
|
Effect of foreign tax rate differences
|
|
|
|
|
|
|
|
|
|
|
52
|
|
Nondeductible goodwill and intangibles
|
|
|
|
|
|
|
|
|
|
|
262
|
|
Other
|
|
|
12
|
|
|
|
28
|
|
|
|
127
|
|
Valuation allowance
|
|
|
149
|
|
|
|
3,286
|
|
|
|
3,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-59
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Deferred tax assets and liabilities were comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating losses and credits
|
|
$
|
33,592
|
|
|
$
|
30,027
|
|
Net operating loss resulting from exercise of former subsidiary
stock options
|
|
|
7,456
|
|
|
|
7,269
|
|
Deferred income taxes due to former subsidiary
|
|
|
(6,211
|
)
|
|
|
(6,210
|
)
|
Receivable valuation allowances and reserves for possible losses
|
|
|
|
|
|
|
4
|
|
Legal and other accruals
|
|
|
169
|
|
|
|
905
|
|
Depreciation
|
|
|
177
|
|
|
|
149
|
|
Goodwill and intangible assets
|
|
|
427
|
|
|
|
1,555
|
|
Restructuring and other charges
|
|
|
|
|
|
|
|
|
Accrued bonuses
|
|
|
|
|
|
|
220
|
|
Stock based compensation expense
|
|
|
732
|
|
|
|
500
|
|
Valuation allowance
|
|
|
(35,969
|
)
|
|
|
(34,046
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
373
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Other
|
|
|
(373
|
)
|
|
|
(373
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(373
|
)
|
|
|
(373
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
During 2003, TSC established a valuation allowance for its
entire net deferred tax asset. The total federal net operating
loss carry-forwards, subject to certain limitations, amount to
approximately $84,000 and expire in 2021 through 2028.
On February 15, 2000, TSC distributed the common stock of
eLoyalty Corporation (eLoyalty) owned by TSC to
TSCs stockholders (the Spin-Off). eLoyalty
operated within TSC prior to the Spin-Off and is now a separate,
publicly traded company. In connection with the eLoyalty
Spin-Off, TSC option holders (excluding eLoyalty employees and
directors who were not also directors of TSC) had each of their
options granted prior to June 22, 1999 converted into one
adjusted TSC option and one eLoyalty option. When a Company
employee exercises an eLoyalty option, the employee may
recognize taxable income (the Option Deduction). TSC
obtained a ruling from the Internal Revenue Service (IRS), which
provides that TSC is entitled to deduct the Option Deduction on
its Federal Income Tax return. The net operating loss resulting
from the exercise of former subsidiary stock options represents
the future tax benefit attributable to this Option Deduction. As
part of the Spin-Off, TSC entered into a Tax Sharing and
Disaffiliation Agreement (the Agreement) with
eLoyalty Corporation. Under the terms of the Agreement, TSC
agreed to reimburse eLoyalty for certain tax benefits
attributable to this deduction when and if the actual tax
benefit is realized by TSC. As a result of the valuation
allowance established in 2003, this amount has been offset
against the deferred tax assets.
B-60
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income (loss) before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
United States
|
|
$
|
(406
|
)
|
|
$
|
(8,295
|
)
|
|
$
|
(8,852
|
)
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(406
|
)
|
|
$
|
(8,295
|
)
|
|
$
|
(8,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No income taxes were paid during the years ended
December 31, 2008, 2007 or 2006.
As of December 31, 2008, we had approximately $84,000 of
tax net operating loss carry-forwards. Realization of any
benefit from our tax net operating losses is dependent on our
ability to generate future taxable income and the absence of
certain ownership changes of our common stock. An
ownership change, as defined in the applicable
federal income tax rules, would place significant limitations,
on an annual basis, on the use of such net operating losses to
offset any future taxable income we may generate. Such
limitations, in conjunction with the net operating loss
expiration provisions, could effectively eliminate our ability
to use a substantial portion of our net operating losses to
offset any future taxable income. Furthermore, due to several
ownership changes over the years as defined by
federal income tax rules it is possible that our
ability to use our net operating losses would be limited.
On January 1, 2007, the Company adopted the provisions of
the FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes an interpretation
of FASB Statement No. 109 (FIN 48).
FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an entitys financial statements in
accordance with FASB Statement 109, Accounting for Income
Taxes(SFAS 109). FIN 48 prescribes a
recognition threshold and measurement attributes for the
financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. In
addition, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosure and transition. The Company previously
recorded a full valuation allowance against its entire net
deferred tax asset and continues to provide a full valuation
allowance for all tax benefits generated. The implementation of
FIN 48 did not result in a change to the net deferred tax
assets recorded. The Company or one of its subsidiaries files
income tax returns in the U.S. Federal and various state
jurisdictions as well as certain foreign jurisdictions. With few
exceptions, the Company is no longer subject to
U.S. federal, state and local tax examinations by tax
authorities for years before 2000 and its subsidiaries are no
longer subject to
non-U.S. income
tax examinations for years before 2000. The Company has no
accrued interest or penalties. If any interest expense or
penalties were incurred, the Company would include them in
operating expenses.
B-61
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A reconciliation of the beginning and ending unrecognized tax
benefits is as follows:
|
|
|
|
|
Balance at January 1, 2007
|
|
$
|
1,293
|
|
Additions based on tax position related to the current year
|
|
|
68
|
|
Additions for tax positions of prior years
|
|
|
|
|
Reductions for tax positions of prior years
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
1,361
|
|
|
|
|
|
|
Additions based on tax position related to the current year
|
|
|
19
|
|
Additions for tax positions of prior year
|
|
|
|
|
Reductions for tax positions of prior years
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
1,380
|
|
|
|
|
|
|
All of the unrecognized tax benefits relate to net operating
losses. Thus, because of the full valuation allowance associated
with TSCs deferred tax assets, none of these unrecognized
tax benefits would impact the effective tax rate if reversed.
TSC has a stock repurchase program, which allows for share
repurchases of up to 576,266 shares of outstanding Company
common stock (the Repurchase Program). During the
years ended December 31, 2008 and 2007, TSC did not
repurchase any shares under the Repurchase Program. Through
December 31, 2008, TSC has repurchased an aggregate total
of 341,906 shares and there were 234,360 shares
available to be purchased under the Repurchase Program.
The timing and size of any future stock repurchases are subject
to market conditions, stock prices, cash position and other cash
requirements. Such repurchases are intended, among other things,
to cover issuance of stock under TSCs employee stock
option plans.
|
|
NOTE 11
|
STOCK-BASED
COMPENSATION
|
In 2007, the TSC Board of Directors approved a Chairman of the
Board Compensation Plan, whose purpose is to acknowledge and
compensate the Chairman of the Board for the contribution he
makes both to the Board and the overall performance of TSC.
Awards under the program are to be made based upon the
Compensation Committees recommendation of certain
performance criteria. No awards under the program were made in
the years ended December 31, 2008 and 2007, respectively.
On September 26, 1996, TSCs stockholders approved the
Technology Solutions Company 1996 Stock Incentive Plan (the
1996 Plan). The 1996 Plan replaced each of the
Technology Solutions Companys Stock Option Plan (the
Original Plan), the Technology Solutions Company
1992 Stock Incentive Plan (the 1992 Plan) and the
Technology Solutions Company 1993 Outside Directors Stock Option
Plan (the 1993 Plan and, together with the Original
Plan and the 1992 Plan, the Predecessor Plans). No
awards may be made under the Predecessor Plans. Previous awards
made under the Predecessor Plans are not affected. Shares
subject to awards made under any of the Predecessor Plans were
available under the 1996 Plan, under certain circumstances, to
the extent that such shares are not issued or delivered in
connection with such awards. The 1996 Plan expired on
September 25, 2006.
The 1996 Plan and the Predecessor Plans authorized the grant of
a variety of stock options and other awards if authorized by
TSCs Board of Directors at prices not less than the fair
market value at the date of
B-62
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
grant. Options granted under the 1996 Plan are generally
exercisable beginning twelve months after date of grant and are
fully exercisable within thirty-six months from date of grant.
Restricted stock units granted under the 1996 Plan are
exercisable as to one-third after twelve months from the date of
the grant. The second and third one-third of the restricted
stock units are exercisable after twenty four and thirty six
months, respectively, subject to TSC achieving certain
performance measures. Since the 1996 Plan expired on
September 25, 2006 there are no shares available for grant
at December 31, 2006 under shareholder approved plans.
There were 291,246 options and other awards available for grant
under the 1996 Plan as of December 31, 2005.
During 2006, TSC issued 170,000 inducement option grants under
the Charter Inducement Option Grants as an inducement for
certain senior employees of Charter to accept employment with
TSC following TSCs acquisition of Charter (see
Note 3).
In addition, TSC implemented the 2006 Employment Inducement
Award Plan that has a total of 375,000 options for the purpose
of granting stock options or restricted stock units to certain
individuals to accept employment with TSC. Total inducement
options issued under the plan in 2008, 2007 and 2006, were
37,500, 91,500 and 159,000, respectively. Unvested options of
41,500 from individuals that forfeited upon their termination
are available to be re-awarded to new employees. As of
December 31, 2008, 128,500 awards still remain available
for grant under the plan.
As discussed in Note 2, TSC adopted the provisions of
SFAS 123R on January 1, 2006 and, accordingly, records
compensation expense for all employee share-based payments at
fair values over the service period underlying the arrangement.
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
2008
|
|
2007
|
|
2006
|
|
Expected volatility
|
|
67.9%
|
|
58.4%
|
|
63.9%
|
Risk-free interest rates
|
|
2.9%
|
|
4.4%
|
|
4.4%
|
Expected lives
|
|
4.5 years
|
|
4.5 years
|
|
4.5 years
|
Weighted-average grant date fair value of options granted
|
|
$2.87
|
|
$3.24
|
|
$4.71
|
The expected volatility is based on historical volatility of
TSCs stock. The risk-free interest rate is based on the US
Treasury rates at the date of grant with maturity dates
approximately equal to the expected life at the grant date. The
expected lives of the options are based on evaluations of
historical exercise behavior. TSC has not paid and does not
anticipate paying dividends, excluding any distributions upon
stockholder approval of the Board approved Plan of Complete
Liquidation and Dissolution; therefore, the expected dividend
yield is assumed to be zero.
B-63
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of the status of TSCs option plans is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
2007
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
2008
|
|
|
Prices
|
|
|
2007
|
|
|
Prices
|
|
|
2006
|
|
|
Prices
|
|
|
Outstanding at beginning of year
|
|
|
481,166
|
|
|
$
|
14.03
|
|
|
|
613,302
|
|
|
$
|
15.12
|
|
|
|
387,380
|
|
|
$
|
25.68
|
|
Granted under 1996 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
$
|
10.87
|
|
Granted Inducement Options
|
|
|
37,500
|
|
|
$
|
2.87
|
|
|
|
91,500
|
|
|
$
|
6.20
|
|
|
|
329,000
|
|
|
$
|
8.03
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(185,559
|
)
|
|
$
|
22.80
|
|
|
|
(223,636
|
)
|
|
$
|
9.09
|
|
|
|
(153,078
|
)
|
|
$
|
25.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
333,107
|
|
|
$
|
13.32
|
|
|
|
481,166
|
|
|
$
|
14.03
|
|
|
|
613,302
|
|
|
$
|
15.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
212,760
|
|
|
$
|
9.31
|
|
|
|
291,277
|
|
|
$
|
18.86
|
|
|
|
293,571
|
|
|
$
|
22.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Options Outstanding at End of Year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Remaining Contractual Term
|
|
|
|
|
|
|
2 years
|
|
|
|
|
|
|
|
2 years
|
|
|
|
|
|
|
|
8 years
|
|
Aggregate Intrinsic Value ($000)
|
|
$
|
2
|
|
|
|
|
|
|
$
|
4
|
|
|
|
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2006, TSC granted
220,000 restricted stock units. The following is a summary of
the status of TSCs non-vested shares as of
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Non-vested at December 31, 2006
|
|
|
179,000
|
|
|
$
|
9.42
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(73,208
|
)
|
|
$
|
9.39
|
|
Forfeited
|
|
|
(49,209
|
)
|
|
$
|
9.35
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2007
|
|
|
56,583
|
|
|
$
|
9.52
|
|
Granted
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(10,667
|
)
|
|
$
|
9.29
|
|
Vested
|
|
|
(1,667
|
)
|
|
$
|
10.22
|
|
Forfeited
|
|
|
(44,249
|
)
|
|
$
|
9.54
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008 and 2007, there was approximately
$350 and $667, respectively, of total unrecognized compensation
expense related to non-vested stock-based compensation
arrangements (options and restricted stock units). This expense
is expected to be recognized over a weighted-average period of
2.1 and 2.0 years for 2008 and 2007, respectively.
For 2008, 10,667 shares were issued related to an RSU
exercise. There were no RSU options exercised during the 2007.
The cash receipt was included in financing activities in the
accompanying consolidated statements of cash flows.
B-64
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 12
|
BUSINESS
SEGMENTS
|
TSC currently operates within one reportable business segment.
The following is revenue from continuing operations and
long-lived asset information by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
For and as of the Year
|
|
United
|
|
Foreign
|
|
|
Ended December 31, 2008
|
|
States
|
|
Subsidiaries
|
|
Total
|
|
Revenues
|
|
$
|
5,619
|
|
|
$
|
|
|
|
$
|
5,619
|
|
Identifiable assets
|
|
$
|
10,609
|
|
|
$
|
|
|
|
$
|
10,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For and as of the Year
|
|
United
|
|
Foreign
|
|
|
Ended December 31, 2007
|
|
States
|
|
Subsidiaries
|
|
Total
|
|
Revenues
|
|
$
|
9,308
|
|
|
$
|
|
|
|
$
|
9,308
|
|
Identifiable assets
|
|
$
|
15,431
|
|
|
$
|
3
|
|
|
$
|
15,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For and as of the Year
|
|
United
|
|
Foreign
|
|
|
Ended December 31, 2006
|
|
States
|
|
Subsidiaries
|
|
Total
|
|
Revenues
|
|
$
|
10,638
|
|
|
$
|
(220
|
)
|
|
$
|
10,418
|
|
Identifiable assets
|
|
$
|
26,039
|
|
|
$
|
3
|
|
|
$
|
26,042
|
|
Foreign revenues and identifiable assets are based on the
country in which the legal subsidiary is domiciled. No single
foreign countrys revenues or identifiable assets were
material to the consolidated revenues or identifiable assets of
TSC.
TSCs two largest clients in 2008, 2007 and 2006 accounted
for 47 percent, 42 percent and 18 percent,
respectively, of revenues before reimbursements.
|
|
NOTE 14
|
COMMITMENTS
AND CONTINGENCIES
|
TSC leases an office facility under an operating lease expiring
in February, 2010. Additionally, TSC leases various office
equipment under operating leases and has other commitments
expiring at various dates. Rental expense for all operating
leases and other commitments approximated $338, $201 and $708
for the years ended December 31, 2008, 2007 and 2006,
respectively. Future minimum rental commitments under
non-cancelable operating leases and other commitments with terms
in excess of one year are as follows:
|
|
|
|
|
Calendar Year
|
|
Amount
|
|
|
2009
|
|
$
|
333
|
|
2010
|
|
|
107
|
|
2011
|
|
|
26
|
|
|
|
|
|
|
Total
|
|
$
|
466
|
|
|
|
|
|
|
TSC had no capital leases as of December 31, 2008 and 2007.
TSC is not presently party to any lawsuit. TSC may become a
party to lawsuits arising in the normal course of its business.
In the opinion of management, based upon presently available
information relating to all such matters, the ultimate costs
resulting from these matters will likely not have a material
adverse effect on TSCs consolidated financial position,
results of operations or cash flows.
In addition, under certain executive contracts TSC is committed
to pay salary continuance and provide health benefits.
B-65
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 15
|
STOCKHOLDER
RIGHTS PLAN
|
On October 29, 1998, the Board of Directors adopted a
Stockholder Rights Plan (the Rights Plan). The
Rights Plan was intended to assure fair and equal treatment for
all of TSCs stockholders in the event of a hostile
takeover attempt. The Rights Plan expired on October 29,
2008 and was not renewed. Additionally, a Unanimous Consent
Resolution was executed by the Board confirming the 1998 Rights
Agreement expired and that no shares of Series A Junior
Participating Preferred Stock of the Company were outstanding.
On February 9, 2000, the Rights Plan was amended to remove
certain restrictions on the ability of TSC to redeem or amend
the Rights following specified changes in the composition of the
Board of Directors.
On April 25, 2002, the Rights Plan was amended to allow the
State of Wisconsin Investment Board (SWIB) to
acquire up to an aggregate total of 20 percent of the
outstanding common stock of TSC without triggering a
distribution of rights under the Rights Plan.
Under the terms of the Rights Plan, each share of TSCs
Common Stock had associated with it one Right. Each Right
entitled the registered holder to purchase from TSC one
one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share, at an exercise price
of $100 (subject to adjustment). The Rights became exercisable
under certain circumstances following the announcement that any
person had acquired 15 percent or more (20 percent in
the case of SWIB) of TSCs Common Stock or the announcement
that any person had commenced a tender offer for 15 percent
or more (20 percent in the case of SWIB) of TSCs
Common Stock.
In general, TSC may have redeemed the Rights in whole, but not
in part, at a price of $.01 per Right at any time until ten days
after any person had acquired 15 percent or more
(20 percent in the case of SWIB) of TSCs Common Stock.
Under specified conditions, each Right entitled the holder to
purchase TSCs Common Stock (or if TSC was acquired in a
merger or other business combination, common stock of the
acquirer) at the exercise price having a current market value of
two times the exercise price.
|
|
NOTE 16
|
COMPREHENSIVE
INCOME (LOSS)
|
Comprehensive income (loss) is defined as the change in equity
of a business enterprise from transactions and other events from
non-shareholder sources. Comprehensive income (loss) includes
net income and other changes in equity that bypass the statement
of operations and includable as a separate component of
shareholders equity. For the years ended December 31,
2008 and 2007, other comprehensive income (loss), as detailed in
the following table, included two components: change in
unrealized (loss) on short term investments and cumulative
translation adjustment.
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Unrealized (loss) on short-term investments
|
|
$
|
(512
|
)
|
|
$
|
|
|
Less reclassification adjustment for net losses realized in net
income on short-term investments
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment
|
|
|
(210
|
)
|
|
|
210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(722
|
)
|
|
|
210
|
|
Income tax effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
$
|
(722
|
)
|
|
$
|
210
|
|
|
|
|
|
|
|
|
|
|
B-66
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 17
|
SELECTED
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
2008
|
|
|
2008
|
|
|
Revenues
|
|
$
|
1,973
|
|
|
$
|
1,808
|
|
|
$
|
1,439
|
|
|
$
|
1,083
|
|
Cost of services
|
|
$
|
1,422
|
|
|
$
|
1,784
|
|
|
$
|
1,441
|
|
|
$
|
1,049
|
|
Goodwill and intangible asset impairments
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Operating (loss)
|
|
|
(30
|
)
|
|
|
(278
|
)
|
|
|
(771
|
)
|
|
|
(840
|
)
|
Discontinued operations
|
|
|
161
|
|
|
|
1,785
|
|
|
|
(130
|
)
|
|
|
(303
|
)
|
Net earnings (loss)
|
|
|
131
|
|
|
|
1,507
|
|
|
|
(901
|
)
|
|
|
(1,143
|
)
|
Basic operating loss per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.32
|
)
|
Basic discontinued operations income (loss) per share
|
|
|
0.06
|
|
|
|
0.70
|
|
|
|
(0.05
|
)
|
|
|
(0.12
|
)
|
Basic net income (loss) per share
|
|
|
0.04
|
|
|
|
0.59
|
|
|
|
(0.35
|
)
|
|
|
(0.44
|
)
|
Diluted operating loss per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.32
|
)
|
Diluted discontinued operations income (loss) per share
|
|
|
0.06
|
|
|
|
0.70
|
|
|
|
(0.05
|
)
|
|
|
(0.12
|
)
|
Diluted net income (loss) per share
|
|
|
0.04
|
|
|
|
0.59
|
|
|
|
(0.35
|
)
|
|
|
(0.44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
Revenues
|
|
$
|
3,170
|
|
|
$
|
2,907
|
|
|
$
|
2,320
|
|
|
$
|
1,939
|
|
Cost of services
|
|
$
|
3,031
|
|
|
$
|
2,322
|
|
|
$
|
2,110
|
|
|
$
|
1,589
|
|
Goodwill and intangible asset impairments
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Operating loss
|
|
|
(2,358
|
)
|
|
|
(2,481
|
)
|
|
|
(2,003
|
)
|
|
|
(289
|
)
|
Discontinued operations
|
|
|
(681
|
)
|
|
|
(209
|
)
|
|
|
(263
|
)
|
|
|
(11
|
)
|
Net loss
|
|
|
(3,039
|
)
|
|
|
(2,690
|
)
|
|
|
(2,266
|
)
|
|
|
(300
|
)
|
Basic operating loss per share
|
|
$
|
(0.94
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(0.09
|
)
|
Basic discontinued operations income (loss) per share
|
|
|
(0.27
|
)
|
|
|
(0.08
|
)
|
|
|
(0.11
|
)
|
|
|
0.00
|
|
Basic net loss per share
|
|
|
(1.21
|
)
|
|
|
(1.06
|
)
|
|
|
(0.90
|
)
|
|
|
(0.09
|
)
|
Diluted operating loss per share
|
|
$
|
(0.94
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(0.09
|
)
|
Diluted discontinued operations income (loss) per share
|
|
|
(0.27
|
)
|
|
|
(0.08
|
)
|
|
|
(0.11
|
)
|
|
|
0.00
|
|
Diluted net loss per share
|
|
|
(1.21
|
)
|
|
|
(1.06
|
)
|
|
|
(0.90
|
)
|
|
|
(0.09
|
)
|
RESTRUCTURING AND OTHER CHARGES On
December 5, 2005, TSCs Chief Executive Officer
resigned and TSCs Lead Director was named Chairman and
Acting Chief Executive Officer. In addition, on
December 15, 2005, TSC implemented initiatives to further
reduce costs. These cost reductions included headcount
reductions, reduction in office space to reflect current needs
and the termination of a contract with a vendor. As a result of
these events, TSC recorded restructuring and other charges of
$1,158 during the quarter ended December 31, 2005. This
charge included $438 in severance pay for the former Chief
Executive Officer and $720 in headcount reductions of client
officers and corporate staff, reduction in office space to
B-67
Technology
Solutions Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
reflect current needs, and the termination of a contract with a
vendor. The balance has been fully utilized as of
December 31, 2007. The following table provides the
components of this charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash(1)
|
|
|
Non-Cash
|
|
|
Balance as of
|
|
Restructuring and Other Charges Q4 2005
|
|
Charge
|
|
|
Payments
|
|
|
Usage
|
|
|
Dec. 31, 2007
|
|
|
|
(In thousands)
|
|
|
Former CEO severance costs
|
|
$
|
438
|
|
|
$
|
438
|
|
|
$
|
|
|
|
$
|
|
|
Severance costs (9 employees)
|
|
|
340
|
|
|
|
340
|
|
|
|
|
|
|
|
|
|
Office reduction
|
|
|
273
|
|
|
|
273
|
|
|
|
|
|
|
|
|
|
Other costs
|
|
|
107
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,158
|
|
|
$
|
1,158
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net cash payments totaling $293 were made during 2007. |
During the quarter ended June 30, 2005, TSC recorded $1,687
in restructuring and other charges as a result of a strategic
realignment and the related cost reductions. This charge
consisted of the severance costs of professional personnel,
office closures and other costs. During the quarter ended
December 31, 2005, TSC reversed $113 of this charge mainly
due to more favorable sublease terms for one of the closed
offices. The balance has been fully utilized as of
December 31, 2007. The following table provides the
components of this charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash(2)
|
|
|
Non-cash
|
|
|
Balance as of
|
|
Restructuring and Other Charges Q2 2005
|
|
Charge
|
|
|
Payments
|
|
|
Usage
|
|
|
Dec. 31, 2006
|
|
|
|
(In thousands)
|
|
|
Severance costs (23 employees)
|
|
$
|
1,173
|
|
|
$
|
1,111
|
|
|
$
|
62
|
|
|
$
|
|
|
Office closures
|
|
|
511
|
|
|
|
333
|
|
|
|
178
|
|
|
|
|
|
Other costs
|
|
|
3
|
|
|
|
2
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total original charge
|
|
|
1,687
|
|
|
|
1,446
|
|
|
|
241
|
|
|
|
|
|
Q4 2005 adjustment
|
|
|
(113
|
)
|
|
|
|
|
|
|
(113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,574
|
|
|
$
|
1,446
|
|
|
$
|
128
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Net cash payments totaling $20 were made during 2007. |
B-68
Technology
Solutions Company
PART IV.
|
|
ITEM 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
The following documents are filed herewith or incorporated by
reference and made a part of this Report.
|
|
|
|
|
Exhibit #
|
|
Description of Document
|
|
|
2
|
.1
|
|
Plan of of Complete Liquidation and Dissolution of Technology
Solutions Company as approved by the Companys Board of
Directors, filed as Exhibit 99.2 to TSCs Current
Report on
Form 8-K
dated February 9, 2009, is hereby incorporated by reference.
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of Technology Solutions
Company, as amended, filed as Exhibit 3.1 to TSCs
Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005, is hereby
incorporated by reference.
|
|
3
|
.2
|
|
By-Laws for Technology Solutions Company, as amended, filed as
Exhibit 3.2 to TSCs Annual Report on
Form 10-K
for the year ended December 31, 2005, is hereby
incorporated by reference.
|
|
4
|
.1
|
|
Certificate of Designation of Series A Junior Participating
Preferred Stock, filed as Exhibit 4.1 to TSCs Annual
Report on
Form 10-K
for the year ended December 31, 1999, is hereby
incorporated by reference.
|
|
4
|
.2
|
|
Rights Agreement with ChaseMellon Shareholder Services, L.L.C.,
filed as Exhibit 4 to TSCs Current Report on
Form 8-K
dated October 29, 1998, is hereby incorporated by reference.
|
|
4
|
.3
|
|
First Amendment to Rights agreement with ChaseMellon Shareholder
Services, L.L.C., filed as Exhibit 4.3 to TSCs Annual
Report on
Form 10-K
for the year ended December 31, 1999, is hereby
incorporated by reference.
|
|
4
|
.4
|
|
Second Amendment to Rights Agreement with Mellon Investor
Services LLC, a New Jersey limited liability company (successor
to ChaseMellon Shareholder Services, L.L.C.), filed as
Exhibit 4 to TSCs Current Report on
Form 8-K
dated April 26, 2002, is hereby incorporated by reference.
|
|
10
|
.01
|
|
Technology Solutions Company Original Option Plan, as amended,
filed as Exhibit 10.02 to TSCs Annual Report on
Form 10-K
for the fiscal year ended May 31, 1992, is hereby
incorporated by reference.
|
|
10
|
.02
|
|
Technology Solutions Company 1992 Stock Incentive Plan, filed as
Exhibit 10.03 to TSCs Annual Report on
Form 10-K
for the fiscal year ended May 31, 1992, is hereby
incorporated by reference.
|
|
10
|
.03
|
|
1993 Outside Directors Stock Option Plan, as amended, filed as
Exhibit 10.05 to TSCs Annual Report on
Form 10-K
for the fiscal year ended May 31, 1994, is hereby
incorporated by reference.
|
|
10
|
.04
|
|
Technology Solutions Company 1996 Stock Incentive Plan, as
amended, filed as Exhibit 4.3 to TSCs Registration
Statement on
Form S-8
filed July 16, 1997, is hereby incorporated by reference.
|
|
10
|
.05
|
|
Amendment Number One to the Technology Solutions Company 1996
Stock Incentive Plan, as amended, filed as Exhibit 10.01 to
TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2004, is
hereby incorporated by reference.
|
|
10
|
.06
|
|
Technology Solutions Company 1996 Stock Incentive Plan,
Executive Office Stock Option Agreement, filed as
Exhibit 10.01 to TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2005, is hereby
incorporated by reference.
|
|
10
|
.07
|
|
Technology Solutions Company 1996 Stock Incentive Plan, Director
Stock Option Agreement, filed as Exhibit 10.02 to
TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2005, is hereby
incorporated by reference.
|
|
10
|
.08
|
|
Technology Solutions Company 1996 Stock Incentive Plan, as
amended and restated, filed as Exhibit 10.1 to TSCs
Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006, is hereby
incorporated by reference.
|
|
10
|
.09
|
|
Technology Solutions Company 1996 Stock Incentive Plan, form of
restricted stock unit award agreement, filed as
Exhibit 10.2 to TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006, is hereby
incorporated by reference.
|
B-69
|
|
|
|
|
Exhibit #
|
|
Description of Document
|
|
|
10
|
.10
|
|
Technology Solutions Company, form of inducement stock option
agreement, filed as Exhibit 10.3 to TSCs Quarterly
Report on
Form 10-Q
for the quarterly period ended March 31, 2006, is hereby
incorporated by reference.
|
|
10
|
.11
|
|
Technology Solutions Company, form of Charter Inducement Option
Grants, filed as Exhibit 4.6 to TSCs Registration
Statement on
Form S-8
filed November 14, 2006, is hereby incorporated by
reference.
|
|
10
|
.12
|
|
Technology Solutions Company 2006 Employment Inducement Award
Plan, filed as Exhibit 4.7 to TSCs Registration
Statement on
Form S-8
filed November 14, 2006, is hereby incorporated by
reference.
|
|
10
|
.13
|
|
Employment Agreement with Michael R. Gorsage, filed as
Exhibit 10.01 to TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2004, is hereby
incorporated by reference.
|
|
10
|
.14
|
|
Summary of Compensation for Outside Directors, filed as
Exhibit 10.16 to TSCs Annual Report on
Form 10-K
for the year ended December 31, 2004, is hereby
incorporated by reference.
|
|
10
|
.15
|
|
Employment Agreement with Philip J. Downey, filed as
Exhibit 99.1 to TSCs Current Report on
Form 8-K
dated July 18, 2005, is hereby incorporated by reference.
|
|
10
|
.16
|
|
Employment Agreement with Sandor Grosz, filed as
Exhibit 99.2 to TSCs Current Report on
Form 8-K
dated July 18, 2005, is hereby incorporated by reference.
|
|
10
|
.17
|
|
Separation Agreement with Michael R. Gorsage, filed as
Exhibit 99.1 to TSCs Current Report on
Form 8-K
dated December 5, 2005, is hereby incorporated by reference.
|
|
10
|
.18
|
|
Employment Agreement with Carl F. Dill. Jr., filed as
Exhibit 99.2 to TSCs Current Report on
Form 8-K
dated December 5, 2005, is hereby incorporated by reference.
|
|
10
|
.19
|
|
Employment Agreement with David B. Benjamin, filed as
Exhibit 10.3 to TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006, is hereby
incorporated by reference.
|
|
10
|
.20
|
|
Employment Agreement with Milton G. Silva-Craig, filed as
Exhibit 10.20 to TSCs Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, is hereby
incorporated by reference.
|
|
10
|
.21
|
|
Chairman of the Board Bonus Compensation Plan with Carl F. Dill,
Jr., filed as Exhibit 10.1 to TSCs Quarterly Report
on
Form 10-Q
for the quarterly period ended September 30, 2007, is
hereby incorporated by reference.
|
|
10
|
.22
|
|
Employment Agreement with Timothy G. Rogers, filed as
Exhibit 10.2 to TSCs Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2007, is
hereby incorporated by reference.
|
|
10
|
.23
|
|
Asset Purchase Agreement between EnteGreat Solutions, LLC and
Technology Solutions Company, filed as Exhibit 10.1 to
TSCs Current Report on
Form 8-K
dated May 5, 2008, is hereby incorporated by reference.
|
|
10
|
.24
|
|
Promissory Note between EnteGreat Solutions, LLC and Technology
Solutions Company, filed as Exhibit 10.2 to TSCs
Current Report on
Form 8-K
dated May 5, 2008, is hereby incorporated by reference.
|
|
10
|
.25
|
|
Transition Service Agreement between Technology Solutions
Company and EnteGreat Solutions, LLC, filed as Exhibit 10.3
to TSCs Current Report on
Form 8-K
dated May 5, 2008, is hereby incorporated by reference.
|
|
10
|
.26
|
|
Asset Purchase Agreement between Valkre Solutions, Inc. and
Technology Solutions Company, filed as Exhibit 10.1 to
TSCs Current Report on
Form 8-K
dated December 31, 2008, is hereby incorporated by
reference.
|
|
10
|
.27
|
|
Senior Promissory Note between Valkre Solutions, Inc. and
Technology Solutions Company, filed as Exhibit 10.2 to
TSCs Current Report on
Form 8-K
dated December 31, 2008, is hereby incorporated by
reference.
|
|
14
|
|
|
Code of Ethics, filed as Exhibit 14 to TSCs Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007, is hereby
incorporated by reference.
|
B-70
|
|
|
|
|
Exhibit #
|
|
Description of Document
|
|
|
21*
|
|
|
Subsidiaries of TSC.
|
|
23
|
.1*
|
|
Consent of Grant Thornton LLP.
|
|
31
|
.1*
|
|
Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2*
|
|
Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.1*
|
|
Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.2*
|
|
Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
Exhibits 10.01 through 10.27 listed above are the
management contracts and compensatory plans or arrangements
required to be filed as exhibits hereto pursuant to the
requirements of Item 601 of
Regulation S-K.
B-71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TECHNOLOGY SOLUTIONS COMPANY
|
|
|
|
By:
|
/s/ TIMOTHY
G. ROGERS
|
Timothy G. Rogers
Chief Financial Officer
March 10, 2009
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant, in the capacity and on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ CARL
F. DILL, JR.
Carl
F. Dill, Jr.
|
|
Chairman and Director
|
|
March 10, 2009
|
|
|
|
|
|
/s/ MILTON
G. SILVA-CRAIG
Milton
G. Silva-Craig
|
|
President, Chief Executive Officer
and Director
(Principal Executive Officer)
|
|
March 10, 2009
|
|
|
|
|
|
/s/ TIMOTHY
G. ROGERS
Timothy
G. Rogers
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
March 10, 2009
|
|
|
|
|
|
/s/ LIZ
A. ALHAND
Liz
A. Alhand
|
|
Director
|
|
March 10, 2009
|
|
|
|
|
|
/s/ KATHRYN
A. DCAMP
Kathryn
A. DCamp
|
|
Director
|
|
March 10, 2009
|
|
|
|
|
|
/s/ TIMOTHY
R. ZOPH
Timothy
R. Zoph
|
|
Director
|
|
March 10, 2009
|
B-72
PROXY
TECHNOLOGY SOLUTIONS COMPANY
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD [], 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Technology Solutions Company (the Company) does hereby
acknowledge receipt of Notice of said Special Meeting and the accompanying Proxy Statement, and
does hereby constitute and appoint Carl F. Dill, Jr. and Timothy G. Rogers, or either of them, with
full power of substitution, to vote all shares of stock of the Company that the undersigned is
entitled to vote as fully as the undersigned could do if personally present, at the Special Meeting
of Stockholders of the Company to be held at the Companys corporate office, located at 55 East
Monroe Street, Suite 2600, Chicago, Illinois, 60603 on [], 2009, starting at [] a.m., local time
and at any adjournment thereof, as indicated on the reverse side.
(Please date and sign on reverse side)
Address Change/Comments (Mark the corresponding box on the reverse side)
FOLD AND DETACH HERE
You can now access your Technology Solutions Company account online.
Access your Technology Solutions Company stockholder account online via Investor ServiceDirect®
(ISD). BNY Mellon Shareowner Services, Transfer Agent for the Technology Solutions Company, now
makes it easy and convenient to get current information on your stockholder account.
|
|
|
View account status |
|
|
|
|
View certificate history |
|
|
|
|
View book-entry information |
|
|
|
|
View payment history for dividends |
|
|
|
|
Make address changes |
|
|
|
|
Obtain duplicate 1099 tax form |
|
|
|
|
Establish/change your PIN |
Visit us on the web at http://www.melloninvestor.com
For technical assistance, call 1-877-978-7778 between 9:00 a.m. and 7:00 p.m.
MondayFriday Eastern Time.
Investor ServiceDirect® is a registered trademark of BNY Mellon Shareowner Services
****TRY IT OUT****
www.melloninvestor.com/isd
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER
1-800-370-1163
This Proxy, when properly executed, will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this Proxy will be voted in favor of the approval of each
proposal.
Please Mark Here for Address Change or Comments
o
SEE REVERSE SIDE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Proposal to Approve the Plan of Complete Liquidation
and Dissolution of Technology Solutions Company.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
Proposal to adjourn the special meeting, if necessary or
appropriate, to permit further solicitation of proxies if there
are not sufficient votes at the time of the special meeting to
approve the Plan of Complete Liquidation and Dissolution
of Technology Solutions Company.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No proxy voted against the proposal to approve the Plan of Complete Liquidation and Dissolution
of Technology Solutions Company will be voted in favor of any proposal to adjourn the special
meeting for the purpose of soliciting additional proxies unless specifically designated on the
proxy. |
|
|
|
|
|
|
|
|
|
|
|
3. |
|
As such proxies may in their discretion determine upon such other matters as may properly
come before the special meeting or any adjournments thereof. |
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY YOU ON THIS CARD. IN THE
ABSENCE OF SUCH INSTRUCTIONS, THIS PROXY WILL BE VOTED IN FAVOR OF THE APPROVAL OF EACH PROPOSAL.
IF OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED ON THOSE MATTERS IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED PROXIES.
You are urged to mark, sign, date and return your proxy without delay in the return envelope
provided for that purpose, which requires no postage if mailed in the United States. When signing
the proxy, please take care to have the signature conform to the stockholders name as it appears
on this side of the proxy. If shares are registered in the names of two or more persons, each
person should sign. Executors, administrators, trustees and guardians should so indicate when
signing. Corporations and partnerships should sign in their full corporate or partnership names by
a duly authorized person.
|
|
|
|
|
|
|
|
|
|
|
Date: , 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature if jointly held: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
FOLD AND DETACH HERE
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 p.m. Eastern Time
the day prior to the special meeting day.
Your Internet and
telephone vote authorizes the named proxies to vote your shares in the same
manner as if
you marked, signed and returned your proxy card.
INTERNET
http://www.proxyvoting.com/tscc
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to
vote your proxy. Have your proxy card in hand when you call. If
you vote your
proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
3
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