-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2NRw6MaB+SNfzMly5gCc9e/Ey3EGPvyhTkfztDWLQgu98ntgLOhHg99ERE0Bu5T kUdjqgsyVBh9m4EY8vFG9A== 0001047469-98-033995.txt : 19980909 0001047469-98-033995.hdr.sgml : 19980909 ACCESSION NUMBER: 0001047469-98-033995 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980908 EFFECTIVENESS DATE: 19980908 SROS: NASD 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: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63057 FILM NUMBER: 98705659 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 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998 Registration No. 333 -______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ TECHNOLOGY SOLUTIONS COMPANY (Exact name of registrant as specified in its charter) _________________________ DELAWARE 36-3584201 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 205 NORTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60601 (312) 228-4500 (Address of Principal Executive Offices) _____________________ TECHNOLOGY SOLUTIONS COMPANY 1998 STOCK OPTION REPRICING PLAN (Full title of each plan) _____________________ PAUL R. PETERSON, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL TECHNOLOGY SOLUTIONS COMPANY 205 NORTH MICHIGAN AVENUE SUITE 1500 CHICAGO, ILLINOIS 60601 (Name and address of agent for service) _____________________ (312) 228-4500 (Telephone number, including area code, of agent for service) _____________________ CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of each class of Amount to offering price aggregate Amount of securities to be registered be registered(1) per option(2) offering price(2) Registration fee - --------------------------------------------------------------------------------------------------------------- Options to Purchase Shares of Common Stock, $.01 par value 2,775,404 options $10.875 $30,182,518 $8,904 - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
1 Based on the maximum number of options that may be issued pursuant to the Technology Solutions Company 1998 Stock Option Repricing Plan (the "Repricing Plan") upon the surrender for cancellation of presently outstanding options to acquire shares of Common Stock of Technology Solutions Company. 2 Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(g) under the Securities Act of 1933, based upon the exercise price of the options that may be issued pursuant to the Repricing Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION Not required to be included herewith ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Not required to be included herewith PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents heretofore filed (File No. 0-19433) with the Securities and Exchange Commission (the "Commission") by Technology Solutions Company, a Delaware corporation (the "Company"), are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1998; (b) the Company's Current Report on Form 8-K filed with the Commission on July, 8, 1998; (c) the Company's Current Report on Form 8-K filed with the Commission on September 4, 1998; and (d) the description of the Common Stock contained in the Registration Statement on Form 8-A filed by the Company with the Commission on July 29, 1991, including any amendments or reports filed for the purpose of updating such description. In addition to the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement, including financial statements, contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES The securities registered hereunder consist of options to purchase ("Options") a maximum of 2,775,404 shares of Common Stock, $.01 par value (the "Common Stock"), of the Company. Pursuant to the terms of the Repricing Plan, the Options will be granted under the Technology Solutions Company 1996 Stock Incentive Plan (the "1996 Plan"). The 1996 Plan is administered by a committee designated by the Board of Directors of the Company (the "Committee"). Pursuant to the terms and conditions of the Repricing Plan, commencing on September 8, 1998 holders of options to purchase shares of Common Stock previously granted under the 1996 Plan with an exercise price per share of Common Stock that is GREATER than $10.875 ("Eligible Options") may elect to cancel such options ("Participating Holders") and receive Options in exchange therefor by completing and executing an election form and signature page, indicating those grants of Eligible Options to be canceled in exchange for Options, and returning the completed and signed election form and signature page to the Company's Chicago office either by facsimile or by U.S. mail no later than September 18, 1998. The exercise price, grant date and vesting schedule for each Option will be as follows: EXERCISE PRICE $10.875 per share. GRANT DATE September 4, 1998. VESTING SCHEDULE An option to purchase 1/3 of the shares initially subject to a given Option will vest and become exercisable on September 4, 1999. On the last day of each calendar month for 24 months thereafter, an option to purchase 1/36 of the shares initially subject to a given Option will vest and become exercisable. The effective grant date of the Options will be September 4, 1998 (the "Grant Date"). The maximum term of an Option will be the date which is 10 years after the Grant Date (the "Expiration Date"). Each Option will terminate, to the extent not exercised or earlier terminated by the holder thereof pursuant to the terms of the written agreement by which it is governed (the "Option Agreement"), on its Expiration Date. In no event will an Option be exercisable after it terminates. As of the date hereof, there are outstanding no other options with the same terms as the Options, and there is no established public trading market for the Options. The Options may be adjusted as follows: in case the number of outstanding shares of Common Stock (or any other class of common stock of the Company) is increased by stock split, stock dividend, recapitalization or other similar relevant change in the capitalization of the Company (which will not include the sale by the Company of shares of any class of stock or securities convertible into such shares), the number of shares of Common Stock which may thereafter be purchased pursuant to such Option will be proportionately increased and the purchase price per share will be proportionately reduced; or in case the number of outstanding shares of Common Stock (or any other class of common stock of the Company) is reduced by reverse stock split, combination of shares, recapitalization or other similar relevant change in the capitalization of the Company (which will not include the purchase or retirement by the Company of shares of any class of stock or securities convertible into such shares), the number of shares of Common Stock which may thereafter be purchased pursuant to the Option will be proportionately reduced and the purchase price per share will be proportionately increased. DESIGNATION OF OPTIONS AS NONQUALIFIED STOCK OPTIONS. Each Option will be designated as not constituting an "incentive stock option" within meaning of Section 422A of the Internal Revenue Code of 1986, as amended, and each Option Agreement will be interpreted and treated consistently with such designation. TERMINATION OF OPTIONS If, prior to the first anniversary of the Grant Date, a Participating Holder's employment by the Company terminates for any reason whatsoever (including, without limitation, involuntary termination by the Company) other than death or disability (as defined in the Option Agreement), each Option held by such Participating Holder will terminate in its entirety upon the effective date of the Participating Holder's termination of employment. If, on or after the first anniversary of the Grant Date, a Participating Holder's employment by the Company terminates for any reason whatsoever (including, without limitation, involuntary termination by the Company) other than death, Disability, or Retirement (as defined in the Option Agreement), each Option held by such Participating Holder will remain exercisable with respect to the number of shares subject to the Option that were exercisable upon the effective date of the Participating Holder's termination of employment and will thereafter be exercisable for a period of 90 days from the effective date of the Participating Holder's termination of employment or until the Expiration Date, whichever period is shorter, after which the Option will terminate in its entirety. If a Participating Holder's employment by the Company terminates by reason of the Participating Holder's death, each Option held by such Participating Holder will become exercisable with respect to any or all of the shares subject to such Option on the Grant Date and will thereafter be exercisable for a period of one year from the date of the Participating Holder's death or until the Expiration Date, whichever period is shorter, after which the Option will terminate in its entirety. If a Participating Holder's employment by the Company terminates by reason of the Participating Holder's Disability, each Option held by such Participating Holder will become exercisable with respect to any or all of the shares subject to the Option on the Grant Date and will thereafter be exercisable for a period of 90 days from the effective date of the Participating Holder's termination of employment or until the Expiration Date, whichever period is shorter, after which the Option will terminate in its entirety. If a Participating Holder dies following the termination of Participating Holder's employment by the Company, each Option held by such Participating Holder will be exercisable only to the extent that it was exercisable on the date of Participating Holder's death and will thereafter be exercisable only for that period of time for which the Option was exercisable immediately prior to the Participating Holder's death. An Option will become exercisable with respect to any or all of the shares subject thereto on the Grant Date upon the sale of substantially all of the business and assets of the Company if the Board of Directors of the Company (the "Board") shall approve, in its sole and absolute discretion, such acceleration of exercisability prior to the closing of such sale. SEE ALSO, "CHANGE IN CONTROL OF THE COMPANY." If a Participating Holder's employment by the Company terminates by reason of the Participating Holder's retirement after the Participating Holder has completed five years of service as an employee of the Company and is at least 55 years of age, each Option held by such Participating Holder will remain exercisable with respect to the number of shares subject to the Option that were exercisable upon the effective date of the Participating Holder's retirement, until the Expiration Date or two years following the effective date of the Participating Holder's retirement, whichever comes first. PROCEDURE FOR EXERCISE; PAYMENT OF PURCHASE PRICE Subject to the limitations set forth in the Option Agreement, an Option will be exercisable by delivery of written notice to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price for such number of shares. The purchase price will be payable in cash, except that if the Board shall so authorize the purchase price may be payable in whole or in part (i) by delivering to the Company shares of Common Stock (or shares of any other class of common stock of the Company) held by the Participating Holder for a period in excess of six months, valued at their fair market value on the date of exercise, as determined by the Board in its sole discretion, or (ii) by transferring to the Company such other consideration as the Board in its sole discretion may approve. As a condition precedent to any exercise of an Option, the Participating Holder will be required, upon request by the Company, to pay to the Company in addition to the purchase price of the Common Stock, such amount of cash as the Company may be required, under all applicable federal, state or local laws or regulations, to withhold and pay over as income or other withholding taxes (the "Required Tax Payments") with respect to such exercise of the Option. If the Participating Holder fails to advance such Required Tax Payments after request by the Company, the Company will have the power to, in its discretion, deduct any such Required Tax Payments from the amount to be paid under the Option Agreement, whether in Common Stock or in cash, or from any other amount then or thereafter payable by the Company to the Participating Holder. NONTRANSFERABILITY OF OPTIONS Neither an Option nor any rights under an Option Agreement will be transferable by a Participating Holder other than by will or the laws of descent and distribution. During the Participating Holder's lifetime an Option will be exercisable only by the Participating Holder. Upon the Participating Holder's death, an Option may be exercised by the Participating Holder's successor in interest in accordance with the terms and conditions of the Option Agreement. Any other transfer or any attempted assignment, pledge or hypothecation, whether or not by operation of law, will be void. A Option shall not be subject to execution, attachment or other process, and no person shall be entitled to exercise any rights of the Participating Holder pursuant to the Option Agreement or possess any rights thereunder by virtue of any attempted execution, attachment or other process. INDEMNIFICATION; REPRESENTATIONS BY PARTICIPATING HOLDERS; RIGHTS OF PARTICIPATING HOLDERS Pursuant to the Option Agreement, a Participating Holder will covenant and agree to indemnify and hold harmless the Company, its officers, directors, employees and agents from and against any loss, claim, damage and expense (including, without limitation, reasonable attorneys' fees) arising out of or based upon any breach or failure by the Participating Holder to comply with any representation, warranty, covenant or agreement made by the Participating Holder therein or in any other document furnished by the Participating Holder in connection with therewith. Participating Holders will not be entitled to any privileges of ownership with respect to shares of Common Stock subject to an Option unless and until shares are purchased and delivered upon the exercise of the Option, in whole or in part, and the Participating Holder will not be considered a stockholder of the Company with respect to any such shares not so purchased and delivered. In no event will the grant of an Option give or be deemed to give the Participating Holder any right to continue in the employment of the Company. The Committee will have the right to resolve all questions which may arise in connection with an Option or its exercise. Any interpretation, determination or other action made or taken by the Committee regarding the 1996 Plan or the Option Agreement will be final, binding and conclusive. CHANGE IN CONTROL OF THE COMPANY The terms of the 1996 Plan provide that, notwithstanding any provision in the 1996 Plan or any Option Agreement, in the event of a Change in Control of the Company (as defined in the 1996 Plan), the Board may, but will not be required to, make such adjustments to then outstanding awards made under the 1996 Plan, including any Options, as it deems appropriate, including, without limitation, electing that each outstanding award shall be surrendered to the Company by the holder thereof, and that each such award shall immediately be cancelled by the Company, and that the Participating Holder shall receive, within a specified period of time from the occurrence of the Change in Control, a cash payment determined in accordance with the provisions of the 1996 Plan. In the event of a Change in Control, the Board may, but shall not be required to, substitute for each share of Common Stock available under the 1996 Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of an option shall be appropriately adjusted by the Compensation Committee of the Board, such adjustments to be made in the case of outstanding options without an increase in the aggregate purchase price or base price. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law authorizes Delaware corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. The Company's Certificate of Incorporation and By-Laws require indemnification of the Company's officers and directors to the fullest extent permitted by Delaware law. The Company also maintains directors' and officers' liability insurance. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS
Exhibit Description of Exhibit - ------- ---------------------- 4.1 Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.01 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. 4.2 By-Laws of the Company, as amended, filed as Exhibit 3.02 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. 4.3 Technology Solutions Company 1996 Stock Incentive Plan, filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8, Registration Number 333-31387, is incorporated herein by reference. *4.4 Option Agreement. *5 Opinion of General Counsel of the Company. *23.1 Consent of General Counsel of the Company (included in Exhibit 5). *23.2 Consent of PricewaterhouseCoopers LLP. *24 Powers of Attorney.
- --------------- * Filed herewith ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 8th day of September, 1998. TECHNOLOGY SOLUTIONS COMPANY By: /s/ John T. Kohler ------------------------------- John T. Kohler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 8th day of September, 1998.
Name Capacity ---- -------- * Chairman of the Board of Directors, and - ----------------------- Director William H. Waltrip /s/ John T. Kohler President, Chief Executive Officer, and - ----------------------- Director John T. Kohler (principal executive officer) /s/ Martin T. Johnson Senior Vice President and Chief Financial - ----------------------- Officer Martin T. Johnson (principal financial officer) /s/ Timothy P. Dimond Vice President, Finance - ----------------------- (principal accounting officer) Timothy P. Dimond * Director - ----------------------- Raymond P. Caldiero * Director - ----------------------- Michael J. Murray Name Capacity ---- -------- * Director - ---------------------- Stephen B. Oresman * Director - ---------------------- John R. Purcell * Director - ---------------------- Michael R. Zucchini *By: /s/ Paul R. Peterson --------------------------- Paul R. Peterson Attorney-in-fact
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Description of Exhibit - ------- ---------------------- 4.1 Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.01 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. 4.2 By-Laws of the Company, as amended, filed as Exhibit 3.02 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. 4.3 Technology Solutions Company 1996 Stock Incentive Plan, filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8, Registration Number 333-31387, is incorporated herein by reference. *4.4 Technology Solutions Company Nonstatutory Repriced Stock Option Agreement. *5 Opinion of General Counsel of the Company. *23.1 Consent of General Counsel of the Company (included in Exhibit 5). *23.2 Consent of PricewaterhouseCoopers LLP. *24 Powers of Attorney.
- ---------------- * Filed herewith. EX-4.4 2 EXHIBIT 4.4 EXHIBIT 4.4 TECHNOLOGY SOLUTIONS COMPANY NONSTATUTORY REPRICED STOCK OPTION AGREEMENT Technology Solutions Company, a Delaware corporation (the "Company"), hereby grants to the employee whose name appears below (the "Employee"), pursuant to the provisions of the Technology Solutions Company 1996 Stock Incentive Plan (the "Plan"), an option to purchase from the Company (the "Option") such number of shares of its Common Stock, $0.01 per share par value ("Stock"), as set forth below at the price per share set forth below but only upon and subject to the terms and conditions set forth herein and in Annex I hereto. All terms and conditions set forth in Annex I shall be deemed to be incorporated herein in their entirety. All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to them in Annex I. In order to be eligible to receive the Option, Employee must have completed and executed the attached irrevocable Election Form and Signature Page and delivered it to the Company's Chicago office, Attention Human Resources Department (i) by facsimile actually received or (ii) by U.S. mail postmarked no later than September 18, 1998. The Option will be deemed granted and this Agreement will become binding upon the Company only upon delivery to Employee of the Election Form and Signature Page duly executed by both Employee and the Company. The "Option Date" is defined as September 4, 1998. The granting of the Option pursuant to this Agreement supersedes any previous grant of options identified on the attached irrevocable Election form and Signature Page with respect to which Employee has elected to participate in the 1998 Stock Option Repricing Plan, and all such previously granted options with respect to which Employee has so elected are hereby canceled. EMPLOYEE NAME: ((NAME)) --------------------- NUMBER OF SHARES SUBJECT TO OPTION: ((SHARES)) --------------------- EXERCISE PRICE PER SHARE: $10.875 --------------------- EXERCISE PROVISIONS: (a) The Option shall become exercisable (i) on the first anniversary of the Option Date with respect to one-third of the number of shares subject to the Option on the Option Date, (ii) on the last day of each calendar month for 24 months thereafter, beginning the month following the first anniversary of the Option Date, with respect to an additional 1/36 of the number of shares subject to the Option on the Option Date and, (iii) as otherwise provided pursuant to paragraphs (b) through (h). (b) If, prior to the first anniversary of the Option Date, the Employee's employment by the Company terminates for any reason whatsoever (including, without limitation, involuntary termination by the Company) other than death or Disability, the Option shall terminate in its entirety upon the effective date of Employee's termination of employment. (c) If, on or after the first anniversary of the Option Date, the Employee's employment by the Company terminates for any reason whatsoever (including, without limitation, involuntary termination by the Company) other than death, Disability, or Retirement, the Option shall remain exercisable with respect to the number of shares subject to the Option that are exercisable upon the effective date of Employee's termination of employment and may thereafter be exercised for a period of 90 days from the effective date of Employee's termination of employment or until the Expiration Date, whichever period is shorter, after which the Option shall terminate in its entirety. (d) If the Employee's employment by the Company terminates by reason of the Employee's death, the Option shall become exercisable with respect to any or all of the shares subject to the Option on the Option Date and may thereafter be exercised for a period of one year from the date of Employee's death or until the Expiration Date, whichever period is shorter, after which the Option shall terminate in its entirety. (e) If the Employee's employment by the Company terminates by reason of the Employee's Disability, the Option shall become exercisable with respect to any or all of the shares subject to the Option on the Option Date and may thereafter be exercised for a period of 90 days from the effective date of Employee's termination of employment or until the Expiration Date, whichever period is shorter, after which the Option shall terminate in its entirety. For purposes of this Agreement, "Disability" shall mean the inability of an individual to fully perform the duties pertaining to his or her employment for a continuous period in excess of 360 days, as determined by the Board in its sole discretion. (f) If the Employee dies following the termination of Employee's employment by the Company, the Option shall be exercisable only to the extent that it is exercisable on the date of Employee's death and may thereafter be exercised only for that period of time for which the Option is exercisable immediately prior to Employee's death. (g) The Option shall become exercisable with respect to any or all of the shares subject to the Option on the Option Date upon the sale of substantially all of the business and assets of the Company if the Board shall approve, in its sole and absolute discretion, such acceleration of exercisability prior to the closing of such sale. (h) If Employee's employment by the Company terminates by reason of Employee's retirement after Employee has completed five years of service as an Employee of the Company and is at least 55 years of age, the Option shall remain exercisable with respect to the number of shares subject to the Option that are exercisable upon the effective date of Employee's retirement, until the Expiration Date or two years following the effective date of Employee's retirement, whichever comes first. GENERAL: This Agreement is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. A copy of the Plan is available upon request upon contacting Paul Peterson at the Company's Chicago office. The Employee hereby acknowledges that he or she has read a copy of the Plan. This Agreement may be executed in two counterparts each of which shall constitute one and the same instrument. ANNEX I TO REPRICED STOCK OPTION AGREEMENT 1. MEANING OF CERTAIN TERMS. As used herein, the following terms shall have the meanings set forth below. The "Board" shall mean the Company's Board of Directors or any committee authorized by the Board. The "Committee" shall mean the committee designated by the Board. References to this "Agreement," the "Option" and "herein" shall be deemed to include the Stock Option Agreement and this Annex I to Stock Option Agreement taken as a whole. This Annex I and the Stock Option Agreement shall be deemed to be one and the same instrument. The "Code" shall mean the Internal Revenue Code of 1986, as amended. References herein to sections of the Code shall be deemed to refer to any successor section of the Code or any successor internal revenue law. References herein to employment by the Company shall include (a) employment by a corporation which is a "parent corporation" or a "subsidiary corporation" of the Company, as such terms are defined in subsections (e) and (f) of section 425 of the Code, and (b) employment by any corporation, or a "parent corporation" or "subsidiary corporation" of such corporation assuming the Option, or issuing a stock option in lieu thereof, in a transaction to which section 425(a) of the Code shall apply. The "1998 Stock Option Repricing Plan" shall mean the plan approved by the Committee on September 4, 1998. 2. TIME AND MANNER OF EXERCISE OF OPTION. 2.1. TERM AND TERMINATION OF OPTION. The maximum term of the Option shall be the date which is 10 years after the Option Date (the "Expiration Date"). The Option shall terminate, to the extent not exercised or earlier terminated pursuant to the terms of this Agreement, on its Expiration Date. In no event may the Option be exercised, in whole or in part, after it terminates. 2.2. EXERCISABILITY OF OPTION. The Option shall become exercisable on the date or dates as set forth in this Agreement. 2.3. PROCEDURE FOR EXERCISE; PAYMENT OF PURCHASE PRICE. Subject to the limitations set forth in this Agreement, the Option may be exercised by delivery of written notice to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price for such number of shares. The purchase price shall be payable in cash, except that if the Board shall so authorize the purchase price may be paid in whole or in part (i) by delivering to the Company shares of Stock (or shares of any other class of common stock of the Company) held by the Employee for a period in excess of six months, valued at their fair market value on the date of exercise, as determined by the Board in its sole discretion or (ii) by transferring to the Company such other consideration as the Board in its sole discretion may approve. 3. ADDITIONAL TERMS AND CONDITIONS OF OPTION. 3.1. NONTRANSFERABILITY OF OPTION. Neither the Option nor any rights under this Agreement may be transferred by the Employee other than by will or the laws of descent and distribution. During the Employee's lifetime the Option is exercisable only by the Employee. Upon Employee's death, the Option may be exercised by Employee's successor in interest in accordance with the terms and conditions of this Agreement. Any other transfer or any attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void. The Option shall not be subject to execution, attachment or other process, and no person shall be entitled to exercise any rights of the Employee hereunder or possess any rights hereunder by virtue of any attempted execution, attachment or other process. 3.2. INVESTMENT REPRESENTATION. The Employee hereby represents and covenants that (a) any share of Stock purchased upon exercise of the Option will be purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act") unless such purchase has been registered under the Securities Act or applicable state securities law; (b) any subsequent resale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Employee shall submit a written statement, in form satisfactory to counsel for the Company, to the effect that either representation (a) above is true and correct as of the date of purchase of any shares hereunder, or representation (b) above is true and correct as of the date of any resale of any such shares, as applicable. As a further condition precedent to any exercise of the Option, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. Unless covered by an effective registration statement filed with the U.S. Securities and Exchange Commission, all certificates representing shares of Stock acquired pursuant to the exercise of the Option shall bear the following legend: The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or exemption therefrom under said Act. 3.3. WITHHOLDING TAXES. As a condition precedent to any exercise of the Option, the Employee shall, upon request by the Company, pay to the Company in addition to the purchase price of the Stock, such amount of cash as the Company may be required, under all applicable federal, state or local laws or regulations, to withhold and pay over as income or other withholding taxes (the "Required Tax Payments") with respect to such exercise of the Option. If the Employee shall fail to advance such Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any such Required Tax Payments from the amount to be paid hereunder, whether in Stock or in cash, or from any other amount then or thereafter payable by the Company to the Employee. 3.4. ADJUSTMENTS IN THE EVENT OF CAPITALIZATION CHANGES. Upon the occurrence of any of the following events during the term of the Option, the terms of this Agreement shall be adjusted as follows: (a) in case the number of outstanding shares of Stock (or any other class of common stock of the Company) shall be increased by stock split, stock dividend, recapitalization or other similar relevant change in the capitalization of the Company (which shall not include the sale by the Company of shares of any class of stock or securities convertible into such shares), the number of shares of Stock which may thereafter be purchased hereunder shall be proportionately increased and the purchase price per share shall be proportionately reduced; or (b) in case the number of outstanding shares of Stock (or any other class of common stock of the Company) shall be reduced by reverse stock split, combination of shares, recapitalization or other similar relevant change in the capitalization of the Company (which shall not include the purchase or retirement by the Company of shares of any class of stock or securities convertible into such shares), the number of shares of Stock which may thereafter be purchased hereunder shall be proportionately reduced and the purchase price per share shall be proportionately increased. The decision of the Committee regarding the fact, the amount and the timing of any adjustment pursuant to this paragraph 3.4 shall be conclusive. 3.5. COMPLIANCE WITH APPLICABLE LAW. The Option is subject to the condition that if the listing of the Stock covered by the Option on any securities exchange, or the registration or qualification of such Stock under any federal or state law, or the consent or approval of any regulatory body shall be required as a condition of, or in connection with, the granting of the Option or the purchase or delivery of Stock hereunder, the Option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Company agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval. 3.6. INDEMNIFICATION. The Employee hereby covenants and agrees to indemnify and hold harmless the Company, its officers, directors, employees and agents from and against any loss, claim, damage and expense (including, without limitation, reasonable attorneys' fees) arising out of or based upon any breach or failure by Employee to comply with any representation, warranty, covenant or agreement made by the Employee herein or in any other document furnished by the Employee in connection with this transaction. 3.7. DELIVERY OF CERTIFICATES. Upon the exercise of the Option in whole or in part, the Company shall deliver one or more certificates representing the number of shares purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in paragraph 3.3. 3.8. OPTION CONFERS NO RIGHTS AS SHAREHOLDER. The Employee shall not be entitled to any privileges of ownership with respect to shares of Stock subject to the Option unless and until purchased and delivered upon the exercise of the Option, in whole or in part, and the Employee shall not be considered a shareholder of the Company with respect to any such shares not so purchased and delivered. 3.9. OPTION CONFERS NO RIGHTS TO CONTINUE EMPLOYMENT. In no event shall the granting of the Option or its acceptance by the Employee give or be deemed to give the Employee any right to continue in the employment of the Company. 3.10. DECISIONS OF COMMITTEE. The Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise. Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Agreement shall be final, binding and conclusive. 3.11. COMPANY TO RESERVE SHARES. The Company shall at all times prior to the expiration or termination of the Option reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Option from time to time. 4. MISCELLANEOUS PROVISIONS. 4.1. DESIGNATION AS NONQUALIFIED STOCK OPTION. The Option is hereby designated as not constituting an "incentive stock option" within meaning of section 422A of the Code; this Agreement shall be interpreted and treated consistently with such designation. 4.2. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights under paragraph 3.1. 4.3. NOTICES. All notices, requests or other communications provided for in this Agreement shall be made in writing either (1) by actual delivery to the party entitled thereto, or (2) by mailing in the U.S. mails to the last known address of the party entitled thereto, via certified or registered mail, return receipt requested. The notice shall be deemed to be received in case (1) on the date of its actual receipt by the party entitled thereto, and in case (2), on the date of its mailing. 4.4 GOVERNING LAW. This Agreement shall be governed in accordance with the internal laws of the State of Illinois. TSC STOCK OPTION REPRICING ELECTION FORM AND SIGNATURE PAGE I, _____________________, by signing my name below hereby elect to participate in the TSC Stock Option Repricing Plan (the "Repricing Plan") with respect to those previously granted options identified below next to which I have placed my initials. I understand that this election and my signature that appears below constitute an irrevocable offer to participate in the Plan, and that upon acceptance by TSC, I will be bound by the terms of the Repriced Stock Option Agreement to which this Election Form and Signature Page will be attached. (Please make any corrections if the name that appears above is not your legal name).
Number of Shares Exercise Price Grant Date ---------------- -------------- ---------- / / / / / /
IN WITNESS WHEREOF, this Election Form and Signature Page has been executed by each of the parties hereto on the dates set forth below. TECHNOLOGY SOLUTIONS COMPANY
Print Name:________________________ By:________________________________ Signature:__________________________ Title:_______________________________ Date:______________________________ Date:_______________________________
EX-5 3 EXHIBIT 5 EXHIBIT 5 OPINION OF GENERAL COUNSEL OF COMPANY September 8, 1998 Technology Solutions Company 205 North Michigan Ave Suite 1500 Chicago, Illinois 60601 Re: Technology Solutions Company 1998 Stock Option Repricing Plan ------------------------------------------------------------- Ladies and Gentlemen: I am the General Counsel of Technology Solutions Company, a Delaware corporation (the "Company"), and am familiar with the proceedings of the Company to date relating to the Technology Solutions Company 1998 Stock Option Repricing Plan (the "Repricing Plan") including, among others, the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration of the issuance of options to purchase up to 2,775,404 shares of Common Stock, $.01 par value, of the Company (the "Options") in accordance with the terms of each of the Repricing Plan and the Technology Solutions Company 1996 Stock Incentive Plan (the "Incentive Plan"). I have also examined such records, documents and questions of law, and satisfied myself as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion. Based on the foregoing, it is my opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. Each Option will be legally issued when: (i) the Registration Statement shall have become effective under the Securities Act, and (ii) such Option shall have been duly issued in accordance with the terms of each of the Repricing Plan and the Incentive Plan. The foregoing opinions are limited to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. I express no opinion as to the application of the securities or blue sky laws of the various states to the issuance of the Options. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to any references to me included in or made part of the Registration Statement described above and any related Prospectus. Very truly yours, Paul R. Peterson Senior Vice President, General Counsel and Secretary EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 29, 1998 which appears on page 35 of Technology Solutions Company Annual Report on Form 10-K for the year ended May 31, 1998. PricewaterhouseCoopers LLP September 8, 1998 Chicago, Illinois EX-24 5 EXHIBIT 24 EXHIBIT 24 POWERS OF ATTORNEY POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson and Martin T. Johnson his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others), to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of options which may be granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share, of Technology Solutions Company, and (ii) execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 5th day of September, 1998. /s/ John R. Purcell --------------------------- John R. Purcell POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson and Martin T. Johnson his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others), to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of options which may be granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share, of Technology Solutions Company, and (ii) execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 8th day of September, 1998. /s/ Stephen B. Oresman ------------------------------ Stephen B. Oresman POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson and Martin T. Johnson his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others), to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of options which may be granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share, of Technology Solutions Company, and (ii) execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 4th day of September, 1998. /s/ Michael J. Murray --------------------------- Michael J. Murray POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson and Martin T. Johnson his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others), to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of options which may be granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share, of Technology Solutions Company, and (ii) execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 8th day of September, 1998. /s/ William H. Waltrip --------------------------- William H. Waltrip POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson and Martin T. Johnson his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others), to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of options which may be granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share, of Technology Solutions Company, and (ii) execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 8th day of September, 1998. /s/ Raymond P. Caldiero --------------------------- Raymond P. Caldiero POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson and Martin T. Johnson his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others), to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of options which may be granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share, of Technology Solutions Company, and (ii) execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 8th day of September, 1998. /s/ Michael R. Zucchini --------------------------- Michael R. Zucchini -----END PRIVACY-ENHANCED MESSAGE-----