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As filed with the Securities and Exchange Commission on August 12, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania 23-2528944
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
575 East Swedesford Road
Wayne, Pennsylvania 19087
- --------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
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INTEGRATED SYSTEMS CONSULTING GROUP, INC.
AMENDED AND RESTATED
STOCK OPTION PLAN
(Full title of the plan)
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DAVID D. GATHMAN
Chief Financial Officer
Integrated Systems Consulting Group, Inc.
575 East Swedesford Road
Wayne, PA 19087
(Name and address of agent for service)
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(610) 989-7000
(Telephone number, including area code, of agent for service)
Copy to:
GARY ARLEN SMITH, ESQUIRE
Saul, Ewing, Remick & Saul LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102
(215) 972-7777
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See next page for calculation of registration fee.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of Registration Fee
be Registered Registered Per Share(3) Offering Price(3)
=============================================================================================================
<S> <C> <C> <C> <C> <C>
Common Stock, Par 297,855 (1) $14.25 $ 4,244,433.80
Value $0.005 Per Share 102,145 (2) 11.9375 (4) 1,219,355.90
$ 1,611,82
400,000 $ 5,463,789.70
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</TABLE>
(1) Represents shares issuable in connection with the options
available for grant under the Amended and Restated Stock Option Plan.
(2) Represents shares issuable upon exercise of options previously
granted but not yet exercised under the Amended and Restated Stock Option
Plan.
(3) The registration fee with respect to these shares has been
computed in accordance with paragraphs (c) and (h) of Rule 457, based upon, in
the case of options previously granted, the average of the stated exercise
price of such options and shares and, in the case of options still available
for grant, the average of the reported high and low sale prices of shares of
Common Stock on August 8, 1998.
(4) Represents the weighted average exercise price of options
previously granted.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
The contents of the Registrant's Registration Statement on Form S-8,
SEC File No. 333-05473, and all amendments thereto, are incorporated herein by
reference.
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in
this registration statement. In addition, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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
thereof from the date of filing of such documents.
(a) The Registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1997, filed March
31, 1998.
(b) The Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1998, filed on May 15,
1998.
(c) The Registrant's report on Form 8-K, filed March
16, 1998, as amended by Form 8-K/A, filed May 11,
1998.
(d) The Registrant's proxy statement related to the
Registrant's annual meeting of shareholders held on
May 20, 1998.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this
Registration Statement:
5 Opinion of Saul, Ewing, Remick & Saul LLP
23.1 Consent of KPMG Peat Marwick LLP, independent certified
public accountants
23.2 Consent of Saul, Ewing, Remick & Saul LLP (contained in
Exhibit No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
1
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SIGNATURES
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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 Wayne, Commonwealth of Pennsylvania,
on August 12, 1998.
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
By: /s/ David S. Lipson
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David S. Lipson
Chairman, Chief Executive Officer,
President and Treasurer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints David S. Lipson and David
D. Gathman and each of them, with full power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
any substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ David S. Lipson Chairman, Chief Executive Officer, August 12, 1998
- ------------------- President and Treasurer
David S. Lipson (Principal Executive Officer)
/s/ David D. Gathman Chief Financial Officer, Executive Vice President, August 12, 1998
- -------------------- Secretary, Assistant Treasurer (Principal
David D. Gathman Financial and Accounting Officer) and Director
/s/ David S. Fehr Director August 12, 1998
- -----------------
David S. Fehr
</TABLE>
2
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Frank Baldino, Jr., Ph.D. Director August 12, 1998
- -----------------------------
Frank Baldino, Jr., Ph.D.
/s/ Melvyn E. Bergstein Director August 12, 1998
- -----------------------
Melvyn E. Bergstein
/s/ Donald R. Caldwell Director August 12, 1998
- ----------------------
Donald R. Caldwell
/s/ Mark J. DeNino Director August 12, 1998
- ------------------
Mark J. DeNino
/s/ James L. Mann Director August 12, 1998
- -----------------
James L. Mann
/s/ Donna J. Pedrick Director August 12, 1998
- --------------------
Donna J. Pedrick
/s/ Michael D. Stern Director August 12, 1998
- --------------------
Michael D. Stern
/s/ Edward S. J. Tomezsko, Ph.D. Director August 12, 1998
- -------------------------------
Edward S. J. Tomezsko, Ph.D.
</TABLE>
3
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EXHIBIT INDEX
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Exhibit No. Exhibit
5 Opinion of Saul, Ewing, Remick & Saul LLP
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants
23.2 Consent of Saul, Ewing, Remick & Saul LLP (Contained in Exhibit
No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
4
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EXHIBIT 5
LAW OFFICES OF
SAUL, EWING, REMICK & SAUL LLP
BERWYN, PENNSYLVANIA CENTRE SQUARE WEST PRINCETON, NEW JERSEY
HARRISBURG, PENNSYLVANIA 1500 MARKET STREET, 38th FLOOR WILMINGTON, DELAWARE
NEW YORK, NEW YORK PHILADELPHIA, PA 19102-2186
(215) 972-7777
Fax: (215) 972-7725
Internet Email: [email protected]
World Wide Web: http://www.saul.com
August 12, 1998
Integrated Systems Consulting Group, Inc.
575 East Swedesford Road
Suite 200
Wayne, PA 19087
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Integrated Systems Consulting Group, Inc., a Pennsylvania
corporation (the "Company"), to be filed with the Securities and Exchange
Commission covering the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 400,000 shares of common stock, par value
$0.005 per share, of the Company (the "Shares").
We have examined the Registration Statement, the Amended and Restated
Stock Option Plan, the Articles of Incorporation and By-laws of the Company
and such records, certificates and other documents as we have considered
necessary or appropriate for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly organized, validly existing and presently
subsisting under the laws of the Commonwealth of Pennsylvania; and
2. The Shares to be issued in accordance with the terms described in
the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/S/ SAUL, EWING, REMICK & SAUL LLP
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SAUL, EWING, REMICK & SAUL LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Integrated Systems Consulting Group, Inc.
We consent to the use of our reports incorporated herein by reference.
/S/ KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
July 24, 1998
