<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1998
Registration No. 333-61017
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
Under The Securities Act of 1933
DATA PROCESSING RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
California 95-3931443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
(949) 553-1102
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DATA PROCESSING RESOURCES CORPORATION STOCK OPTION PLAN FOR THE EMPLOYEES OF
SYSTEMS & PROGRAMMING CONSULTANTS, INC., AS AMENDED
(Full title of the plan)
MICHAEL A. PIRAINO
Executive Vice President
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
(949) 553-1102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
ELAINE R. LEVIN, ESQ.
TIMOTHY R. RUPP, ESQ.
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, California 92626
(714) 433-2900
================================================================================
<PAGE>
EXPLANATORY NOTE
The shares of Data Processing Resources Corporation (the "Company" or
"DPRC") subject to this Post-Effective Amendment to Form S-4 on Form S-8 are
issuable upon the exercise of vested options (the "Time-Vesting Options")
outstanding under the Data Processing Resources Corporation Stock Option Plan
for the Employees of Systems & Programming Consultants, Inc., As amended
(formerly, the Systems & Programming Consultants, Inc. Stock Option Plan) (the
"Plan"). As a result of the merger consummated on December 21, 1998, pursuant
to which the Form S-4 (File No. 333-61017) (the "Form S-4") was filed, Systems &
Programming Consultants, Inc. ("SPC") became a wholly-owned subsidiary of the
Company, and each outstanding Time-Vesting Option was amended and converted into
an option to acquire the number of shares of the Company's Common Stock
determined by multiplying the number of shares of SPC Common Stock previously
purchasable pursuant to the Time-Vesting Options by the exchange ratio
calculated in accordance with the terms of the merger agreement. Also pursuant
to such merger, the Company assumed the Plan under which the Time-Vesting
Options had originally been granted and changed the name of the Plan. A total
of 1,091,448 shares of the Company's Common Stock will be issuable from time to
time upon the exercise of outstanding and vested Time-Vesting Options granted
under the Plan and are registered under this Post-Effective Amendment to
Form S-4 on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by DPRC with the Securities and Exchange
Commission (the "Commission") pursuant to the Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated herein by reference:
(a) The Annual Report of DPRC on Form 10-K/A (Amendment No. 1) for its
fiscal year ended July 31, 1998.
(b) The definitive Proxy Statement of DPRC, as filed with the
Commission December 15, 1998.
(c) The Quarterly Report of DPRC on Form 10-Q for its fiscal quarter
ended October 31, 1998.
(d) The Current Report of DPRC on Form 8-K dated August 6, 1998, as
filed with the Commission on August 6, 1998.
(e) The Current Report of DPRC on Form 8-K/A dated January 27, 1998,
as filed with the Commission on September 29, 1998.
(f) The Current Report of DPRC on Form 8-K dated October 20, 1998, as
filed with the Commission on October 22, 1998.
(g) The Registration Statement of DPRC on Form 8-A/A Amendment No. 1,
filed with the Commission on March 1, 1996, registering DPRC Common Stock under
Section 12(g) of the Exchange Act.
(h) All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document which also is or is
deemed to be incorporated by reference 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.
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Riordan & McKinzie, a Professional Law Corporation,
Orange County, California. Certain attorneys of Riordan & McKinzie, a
Professional Law Corporation, hold shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
The California Corporations Code provides for the indemnification of
directors, officers, employees and agents of the Corporation under certain
circumstances set forth in Section 317 thereof. Section 317 permits a
corporation to indemnify its agents, typically directors and officers, for
expenses incurred or settlements or judgments paid in connection with certain
legal proceedings. Only those legal proceedings arising out of such persons'
actions as agents of the corporation may be grounds for indemnification.
Whether or not indemnification may be paid in a particular case depends
upon whether the agent wins, loses or settles the suit and upon whether a third
party or the corporation itself is the plaintiff. Section 317 provides for
mandatory indemnification, no matter who the plaintiff is, when an agent is
successful on the merits of a suit. In all other cases, indemnification is
permissive.
If the agent loses or settles a suit brought by a third party, he or she
may be indemnified for expenses incurred and settlements or judgments paid.
Such indemnification may be authorized upon finding that the agent acted in good
faith and in a manner he or she reasonably believed to be in the best interests
of the corporation.
If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her rights to indemnification are more limited. If he or
she is adjudged to be liable to the corporation, the court in which such
proceeding was held must determine whether it would be fair and reasonable to
indemnify him or her for expenses which such court shall determine. If the
agent settles such a suit with court approval, he or she may be indemnified for
expenses incurred upon a finding that the agent acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
corporation and, in addition, that he or she acted with the care, including
reasonable inquiry, of an ordinarily prudent person.
The indemnification discussed above may be authorized by a majority vote of
the disinterested directors or shareholders (the person to be indemnified is
excluded from voting his or her shares) or the court in which the proceeding was
brought. The Company's Board of Directors makes all decisions regarding the
indemnification of its officers and directors on a case-by-case basis.
Any provision in the Company's Articles of Incorporation or Bylaws or
contained in a shareholder or director resolution that indemnifies its officers
or directors must be consistent with Section 317. Moreover, such a provision
may prohibit permissive, but not mandatory, indemnification as described above.
Lastly, a corporation has the power to purchase indemnity insurance for its
agents even if it would not have the power to indemnify them.
The Company's Articles of Incorporation authorize the Board of Directors to
provide indemnification of its agents through bylaw provisions or
indemnification agreements, or both, in excess of the indemnification otherwise
permitted by Section 317, subject to the limits on such excess indemnification
set forth in Section 204 of the California Corporations Code. The Company's
Bylaws require the Company to indemnify each of its directors and officers' to
the maximum extent permitted by the California Corporations Code, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was a director or officer of the Company. The
Company is also required to advance to such director or officer expenses
incurred in defending any such proceeding, to the maximum extent permitted by
such law. The Company's Bylaws also provide that the Board of Directors, in its
discretion, may provide for indemnification of or advance of expenses to other
agents of the Company.
The Company has also entered into agreements with each of its directors and
officers pursuant to which the Company has agreed to indemnify such director or
officer from claims, liabilities, damages, expenses, losses, costs, penalties or
amounts paid in settlement incurred by such director or officer in or arising
out of his or her capacity as a director, officer, employee and/or agent of the
Company or any other corporation of which he or she is a director or officer at
the request of the Company to the maximum extent permitted by applicable law.
In addition, such director or officer is entitled to an advance of expenses to
the maximum extent authorized or permitted by law.
The Company carries directors' and officers' liability insurance covering
its directors and officers.
II-3
<PAGE>
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Data Processing Resources Corporation Stock Option Plan for the Employees
of Systems & Programming Consultants, Inc., As Amended by the Stock Plan
Assumption Agreement Dated December 22, 1998
5.1 Opinion of Riordan & McKinzie, a Professional Law Corporation*
23.1 Consent of Deloitte & Touche LLP, Costa Mesa, California
23.2 Consent of Riordan & McKinzie (included in Exhibit 5.1)*
_______________
* Previously filed as an Exhibit to this Registration Statement on Form S-4.
Item 9. Undertakings.
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided however, that paragraphs (i) and (ii) above do not apply if 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 registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant 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
II-4
<PAGE>
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE>
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 Newport Beach, State of California, on December 21,
1998.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Michael A. Piraino
------------------------
Michael A. Piraino
Executive Vice President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
* Chairman of the Board, Chief December 21, 1998
- --------------------------------- Executive Officer, and Director
Mary Ellen Weaver (Principal Executive Officer)
* President, Chief Operating December 21, 1998
- --------------------------------- Officer and Director
David M. Connell
/s/ Michael A. Piraino Executive Vice President December 21, 1998
- --------------------------------- (Principal Financial Officer)
Michael A. Piraino
* Chief Financial Officer December 21, 1998
- --------------------------------- (Principal Accounting Officer)
James A. Adams
* Director December 21, 1998
- ---------------------------------
J. Christopher Lewis
* Director December 21, 1998
- ---------------------------------
Patrick C. Haden
* Director December 21, 1998
- ---------------------------------
Christopher W. Lancashire
*By: /s/ Michael A. Piraino
- ---------------------------------
Michael A. Piraino
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
Index To Exhibits
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Page Number
- ------------- ----------- -----------
<S> <C> <C>
4.1 Data Processing Resources Corporation Stock Option Plan for the
Employees of Systems & Programming Consultants, Inc., As Amended
by the Stock Plan Assumption Agreement Dated December 22,
1998
5.1 Opinion of Riordan & McKinzie, a Professional Law Corporation*
23.1 Consent of Deloitte & Touche LLP, Costa Mesa, California
23.2 Consent of Riordan & McKinzie (included in Exhibit 5.1)*
</TABLE>
_______________
* Previously filed as an Exhibit to this Registration Statement on Form S-4.
<PAGE>
EXHIBIT 4.1
DATA PROCESSING RESOURCES CORPORATION
STOCK OPTION PLAN FOR THE EMPLOYEES OF
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
A. Purpose and Scope. The purposes of this Plan are to encourage stock
-----------------
ownership by key management employees of the Systems & Programming Consultants,
Inc. (herein called the "Company") to provide an incentive for such employees to
expand and improve the profits and prosperity of the Company, and to assist the
Company in attracting and retaining key personnel through the grant of Options
to purchase shares of the Company's common stock.
B. Definitions. Unless otherwise required by the context:
-----------
1. "Board" shall mean the Board of Directors of the Company.
2. "Committee" shall mean the Stock Option Plan Committee, which is
appointed by the Board, and which shall be composed of not less than three
members of the Board.
3. "Company" shall mean the Systems & Programming Consultants, Inc.,
a North Carolina corporation.
4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
5. "Option" shall mean a right to purchase Stock, granted pursuant
to the Plan.
6. "Option Price" shall mean the purchase price for Stock under an
Option, as determined in Section F below.
7. "Participant" shall mean an employee of the Company to whom an
Option is granted under the Plan.
8. "Plan" shall mean this System & Programming Consultants, Inc.
Stock Option Plan.
9. "Stock" shall mean the common stock of the Company, par value
$1.00.
C. Stock to be Optioned. Subject to the provisions of Section M of the
--------------------
Plan, the maximum number of shares of Stock that may be optioned or sold under
the Plan is 300,000 shares. Such shares may be treasury, or authorized, but
unissued, shares of Stock of the Company.
<PAGE>
D. Administration. The Plan shall be administered by the Committee. Two
--------------
members of the Committee shall constitute a quorum for the transaction of
business. The Committee shall be responsible to the Board for the operation of
the Plan, and shall make recommendations to the Board with respect to
participation in the Plan by employees of the Company and its Subsidiaries, and
with respect to the extent of that participation. The interpretation and
construction of any provision of the Plan by the Committee shall be final,
unless otherwise determined by the Board. No member of the Board or the
Committee shall be liable for any action or determination made by him in good
faith.
E. Eligibility. The Board, upon recommendation of the Committee, may
-----------
grant options to any key management employee (including an employee who is a
director or an officer) of the Company. Options may be awarded by the Board at
any time and from time to time to new Participants, or to then Participants, or
to a greater or lesser number of Participants, and may include or exclude
previous Participants, as the Board, upon recommendation by the Committee shall
determine. Options granted at different times need not contain similar
provisions.
F. Option Price. The purchase price for Stock under each Option shall be
------------
100 percent of the fair market value of the Stock at the time the Option is
granted, but in no event less than the par value of the Stock.
G. Terms and Conditions of Options. Options granted pursuant to the Plan
-------------------------------
shall be authorized by the Board and shall be evidenced by agreements in such
form as the Board, upon recommendation of the Committee, shall from time to time
approve. Such agreements shall comply with and be subject to the following
terms and conditions:
1. Employment Agreement. The Board may, in its discretion, include
--------------------
in any Option granted under the Plan a condition that the Participant shall
agree to remain in the employ of, and to render services to, the Company for a
period of time (specified in the agreement) following the date the Option is
granted. No such agreement shall impose upon the Company, however, any
obligation to employ the Participant for any period of time.
2. Time and Method of Payment. The Option Price shall be paid in
--------------------------
full in cash at the time an Option is exercised under the Plan. Otherwise, an
exercise of any Option granted under the Plan shall be invalid and of no effect
Promptly after the exercise of an Option and the payment of the full Option
Price, the Participant shall be entitled to the issuance of a stock certificate
evidencing his ownership of such Stock. A Participant shall have none of the
rights of a shareholder until shares are issued to him, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
3. Number of Shares. Each Option shall state the total number of
----------------
shares of Stock to which it pertains.
-2-
<PAGE>
4. Option Period and Limitations on Exercise of Options. The Board
----------------------------------------------------
may, in its discretion, provide that an Option may not be exercised in whole or
in part for any period or periods of time specified in the Option agreement.
Except as provided in the Option agreement an Option may be exercised in whole
in part at any time during its term. No Option may be exercised after the
expiration of 10 years from the date it is granted. No Option may be exercised
for a fractional share of Stock.
H. Termination of Employment. Except as provided in Section I below, if
-------------------------
a Participant ceases to be employed by the Company, his Options shall terminate
immediately; provided, however, that if a Participants cessation of employment
with the Company is due to his retirement with the consent of the Company, the
Participant may, at any time within three months after such cessation of
employment, exercise his Options to the extent that he was entitled to exercise
them on the date of cessation of employment, but in no event shall any Option be
exercisable more than 10 years from the date it was granted. The Committee may
cancel an Option during the three-month period referred to in this paragraph, if
the Participant engages in employment or activities contrary, in the opinion of
the Committee, to the best interests of the Company. The Committee shall
determine in each case whether a termination of employment shall be considered a
retirement with the consent of the Company, and, subject to applicable law,
whether a leave of absence shall constitute a termination of employment. Any
such determination of the Committee shall be final and conclusive, unless
overruled by the Board.
I. Rights in Event of Death. If a Participant dies while employed by the
------------------------
Company, or within three months after having retired with the consent of the
Company, and without having fully exercised his Options, the executors or
administrators, or legatees or heirs, of his estate shall have the right to
exercise such Options to the extent that such deceased Participant was entitled
to exercise the Options on the date of his death; provided, however, that in no
event shall the Options be exercisable more than 10 years from the date they
were granted.
J. No Obligations to Exercise Option. The granting of an Option shall
---------------------------------
impose no obligation upon the Participant to exercise such Option.
K. Nonassignability. Options shall not be transferable other than by
----------------
will or by the law of descent and distribution, and during a Participants
lifetime shall be exercisable only by such Participant.
L. Effect of Change in Stock Subject to the Plan. The aggregate number
---------------------------------------------
of shares of Stock available for Options under the Plan, the shares subject to
any Option and the price per share shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Stock subsequent to the
effective date of the Plan resulting from (1) a subdivision or consolidation of
shares or any other capital adjustment, (2) the payment of a stock dividend, or
(3) other increase or decrease in such shares effected without receipt of
consideration by the Company. If the Company shall be the surviving corporation
in any merger or consolidation, any Option shall pertain, apply, and relate to
the securities to which a holder of the number of shares of Stock subject to the
Option would
-3-
<PAGE>
have been entitled after the merger or consolidation. Upon dissolution or
liquidation of the Company any, or upon a merger or consolidation in which the
Company is not the surviving corporation, all Options outstanding under the Plan
shall terminate; provided, however, that each Participant (and each other person
entitled under Section I to exercise an Option) shall have the right,
immediately prior to such dissolution or liquidation, or such merger or
consolidation, to exercise such Participants's Options in whole or in part, but
only to the extent that such Options is otherwise exercisable undergo terms of
the Plan.
M. Amendment and Termination. The Board, by resolution, may terminate,
-------------------------
amend, or revise the Plan with respect to any shares as to which Options have
not been granted. Neither the Board nor the Committee may, without the consent
of the holder of an Option, alter or impair any Option or previously granted
under the Plan, except as authorized herein. Unless sooner terminated, the Plan
shall remain in effect for a period of 10 years from the date of the Plan's
adoption by the Board. Termination of the Plan shall not affect any Option
previously granted.
N. Agreement and Representation of Employees. As a condition to the
-----------------------------------------
exercise of any portion of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of such exercise
that any shares of Stock acquired at exercise are being acquired only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such a representation is required
under the Securities Act of 1933 or any other applicable law, regulation, or
rule of any governmental agency.
O. Reservation of Shares of Stock. The Company, during the term of this
------------------------------
Plan, will at all times reserve and keep available, and will seek or obtain from
any regulatory body having jurisdiction any requisite authority necessary to
issue and to sell, the number of shares of Stock that shall be sufficient to
satisfy the requirements of this Plan. The inability of the Company to obtain
from any regulatory body having Jurisdiction the authority deemed necessary by
counsel for the Company for the lawful issuance and sale of its Stock hereunder
shall relieve the Company of any liability in respect of the failure to issue or
sell Stock as to which the requisite authority has not been obtained.
P. Effective Date of Plan. The Plan shall be effective from the date
----------------------
that the Plan is approved by the Board.
-4-
<PAGE>
STOCK PLAN ASSUMPTION AGREEMENT
This STOCK PLAN ASSUMPTION AGREEMENT (the "Agreement") is entered into
as of December 21, 1998 by and between Systems & Programming Consultants, Inc.,
a North Carolina corporation ("Assignor"), and Data Processing Resources
Corporation, a California corporation ("Assignee"). All initially capitalized
terms not otherwise defined herein shall have the definitions given to such
terms in the Merger Agreement (as defined in Recital A, below).
R E C I T A L S
- - - - - - - -
A. Assignor, Assignee, DPRC Acquisition Corp., Richard K. Carlisle,
Thomas G. Carlisle, Jeffery Carter and Robert Gallagher have entered into an
Agreement and Plan of Merger dated as of June 16, 1998, as amended, supplemented
or otherwise modified to the date hereof (as amended, the "Merger Agreement").
B. Pursuant to the Merger Agreement, Assignor shall become a wholly
owned subsidiary of Assignee upon the consummation of the Merger in exchange for
the Merger Consideration.
C. Assignor currently sponsors and maintains the SPC Stock Option
Plan adopted December 1, 1996 (the "Assumed Plan").
D. In furtherance of the Merger Agreement, and in order to effect
the transactions contemplated thereby, it is intended that Assignee shall assume
sponsorship of the Assumed Plan from and after the date hereof and be
substituted for Assignor under the provisions of the Assumed Plan and related
documents, all in accordance with the terms hereof.
A G R E E M E N T
- - - - - - - - -
In consideration of the mutual promises and covenants contained
herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. PLAN SUBSTITUTION. Effective as of the date hereof, Assignee is
-----------------
hereby substituted for Assignor as the "Company" and "Employer" and all such
similar terms under the Assumed Plan and the name of the Assumed Plan shall be
changed to be the "Data Processing Resources Corporation Stock Option Plan for
the Employees of Systems & Programming Consultants, Inc., As Amended.".
2. PLAN ASSUMPTION. Effective as of the date hereof, Assignee
---------------
hereby assumes and shall succeed to all rights and obligations of Assignor under
the Assumed Plan and related documents, including the outstanding options to
purchase 170,560 shares of the common stock of Assignor issued under the Assumed
Plan (the "SPC Options"). As of the date hereof, Assignee shall have the rights
and obligations of Assignor in respect of the Assumed Plan and related
documents. Subsequent to the date hereof, the Assumed Plan shall be maintained
by Assignee solely for the
<PAGE>
benefit of the holders of SPC Options. Assignee is under no duty or obligation
to issue any additional options under the Assumed Plan and in no instance shall
the Assumed Plan be available for the benefit of, or options under the Assumed
Plan be issued to, any of Assignee's employees or the employees of any
subsidiary of Assignee other than Assignor.
3. CONVERSION OF SPC OPTIONS. Concurrent with the assumption of the
-------------------------
Assumed Plan by Assignee, pursuant to Section L of the Assumed Plan, each of the
SPC Options and related option agreements shall be amended and converted into an
option to acquire, on similar terms and conditions as were applicable under that
particular SPC Option, the number of shares of DPRC Common Stock (rounded down
to the nearest whole share) determined by multiplying the number of shares of
SPC Common Stock subject to such SPC Option by the Exchange Ratio, at a price
per share of DPRC Common Stock equal to the exercise price per share of common
stock of Assignor previously purchasable pursuant to such SPC Option divided by
the Exchange Ratio; provided that such exercise price shall be rounded up to the
nearest whole cent.
4. PLAN COMMITTEE. Effective as of the date hereof, the Board of
--------------
Directors of Assignee shall be appointed as the committee for the Assumed Plan.
5. NONTERMINATION OF EMPLOYMENT. The employment of any employee of
----------------------------
Assignor who continues employment with Assignor after the consummation of the
Merger (a "Continuing Employee") and who is a holder of SPC Options under the
Assumed Plan as of the date hereof, shall not be deemed to have been terminated
or severed for any purpose under the Assumed Plan by reason of the transactions
contemplated by this Agreement or the Merger Agreement.
6. RIGHTS UNDER CURRENT OPTION AGREEMENTS PRESERVED. The
------------------------------------------------
terms of the option agreements pursuant to which the SPC Options were issued
under the Assumed Plan which have not been expressly amended by this Agreement
shall continue in full force and effect subsequent to the execution of this
Agreement. No provision of this Agreement shall be interpreted or construed to
enhance the terms of such option agreements.
7. AGREEMENT SELF-EXECUTING. Effective as of the date hereof, the
------------------------
Assumed Plan is hereby amended to reflect the substitutions provided for in
Sections 1 through 4 hereof and to reflect any other changes necessary or
appropriate to effectuate the terms and intent of this Agreement. The
assumption and substitution of the Assumed Plan provided for in this Agreement
shall be self-executing and shall become effective on the date hereof without
any further action required by any person; provided, however, that the parties
-------- -------
hereto agree to take such further action as may be necessary or appropriate to
effectuate the terms and intent of this Agreement.
8. NO RELEASE. No provision of this Agreement shall be interpreted
----------
or construed to release the parties to the Merger Agreement from any of their
duties, obligations or liabilities arising under the Merger Agreement, and any
and all rights derived under the Merger Agreement shall survive this Agreement.
9. NO IMPLIED RIGHTS IN THIRD PARTIES. Nothing expressed or implied
----------------------------------
in this Agreement is intended to confer upon any Continuing Employee or any
other person, other than the
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<PAGE>
parties hereto (in their capacities as such), any rights or remedies, including,
without limitation, any rights to employment or continuance thereof, or any
rights under or with respect to the Assumed Plan or any benefits thereunder.
10. COUNTERPARTS. This Agreement may be executed in any number of
------------
counterparts, each of which when executed shall be deemed to be one and the same
instrument.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed on its behalf by its duly authorized officer, as of the date and year
first above written.
SYSTEMS & PROGRAMMING
CONSULTANTS, INC.
By: /s/ RICHARD K. CARLISLE
------------------------------
Title: Vice-President
----------------------------
DATA PROCESSING RESOURCES
CORPORATION
By: /s/ MICHAEL A. PIRAINO
------------------------------
Title: Executive Vice President
----------------------------
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-61017 of Data Processing Resources
Corporation on Form S-8 to Form S-4 Registration Statement of our report dated
September 25, 1998 (October 20, 1998, as to Note 4, paragraph 11), appearing in
the Annual Report on Form 10-K/A (Amendment No. 1) of Data Processing Resources
Corporation for the year ended July 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
December 22, 1998
