<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
DecisionOne Holdings Corp.
(Exact name of issuer as specified in its charter)
Delaware 13-3435409
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 East Swedesford Road
Frazer, Pennsylvania 19355
(610) 296-6000
(Address of Principal Executive Offices, including Zip Code)
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(Full title of the plan)
THOMAS M. MOLCHAN
General Counsel and Corporate Secretary
DecisionOne Holdings Corp.
50 East Swedesford Road
Frazer, Pennsylvania 19355
(Name and address of agent for service)
(610) 296-6000
(Telephone number, including area code, of agent for service)
-----------------------
Copies to:
DAVID R. KING
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price(1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 3,116,622 (2) $25.125 $78,305,128 $27,002
=======================================================================================================
</TABLE>
(1) Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
calculating the registration fee based on the average of the reported high
and low sales prices for a share of Common Stock on April 30, 1996 as
reported on the Nasdaq National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
DecisionOne Holdings Corp. (the "Company") incorporates herein by
reference the following documents as filed with the Commission:
(a) The final prospectus filed on April 5, 1996 (the "Prospectus")
pursuant to Rule 424(b) under the Securities Act of 1933, as amended; and
(b) The description of the Company's common stock, par value $.01
per share (the "Common Stock") contained in the Registration Statement on
Form 8-A, filed by the Company with the Securities and Exchange Commission
on April 25, 1996 to register such securities under the Securities Exchange
Act of 1934, as amended.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby 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 by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
The financial statements for the Company's last completed fiscal year
included in the Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as set forth in their report contained therein. Such
financial statements, to the extent they relate to audited periods, are, and
audited annual financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Deloitte
& Touche LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants to a corporation the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company.
As permitted by the DGCL, the Company's Restated Certificate of
Incorporation provides that
II-1
<PAGE>
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to prohibited dividends or distributions or
the repurchase or redemption of stock, or (iv) for any transaction from which
the director derives an improper personal benefit.
While these provisions provide directors with protection from awards
for monetary damages for breaches of their duty of care, they do not eliminate
such duty. Accordingly, these provisions will have no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions described above apply to an
officer of a corporation only if he or she is a director of such corporation and
is acting in his or her capacity as director, and do not apply to officers of
the corporation who are not directors.
The Company's By-laws contained provisions for indemnification of
directors, officers and employees which are substantially the same as Section
145 of the DGCL and also permit the Company to purchase insurance on behalf of
any such person against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the foregoing provision of the Company's By-laws.
The Company has purchased directors and officers insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C> <C>
4 - Stock Option and Restricted Stock Purchase Plan.
5.1 - Opinion of Thomas M. Molchan, Esq.
23.1 - Consent of Thomas M. Molchan, Esq. (included as
part of Exhibit 5.1 hereto).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (included as part of the
signature page of this Registration
Statement).
</TABLE>
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-2
<PAGE>
(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; and
(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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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 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.
(h) 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 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
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<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 Frazer, Commonwealth of Pennsylvania on the 2nd day
of May, 1996.
DecisionOne Holdings Corp.
By:/s/ Thomas M. Molchan
------------------------------------------
Thomas M. Molchan
Vice President and General Counsel
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. Each person in so signing also makes,
constitutes and appoints Thomas M. Molchan his true and lawful attorney-in-fact,
with full power of substitution, to execute and cause to be filed with the
Securities and Exchange Commission, any and all amendments or post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, as the Registrant deems appropriate.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ------------------- ------------
<S> <C> <C>
/s/ Don E. Ackerman Director May 2, 1996
- -------------------------
Don E. Ackerman
/s/ Bruce K. Anderson Director May 2, 1996
- -------------------------
Bruce K. Anderson
/s/ Michael C. Brooks Director May 2, 1996
- -------------------------
Michael C. Brooks
/s/ Kenneth Draeger Director and Chief May 2, 1996
- ------------------------- Executive Officer
Kenneth Draeger (Principal
Executive Officer)
/s/ Thomas E. McInerney Director May 2, 1996
- -------------------------
Thomas E. McInerney
________________________ Director May __, 1996
Arthur F. Weinbach
/s/ R. Peter Zimmermann Chief Financial May 2, 1996
- ------------------------- Officer (Principal
R. Peter Zimmermann Financial and
Accounting
Officer)
</TABLE>
II-4
<PAGE>
DecisionOne Holdings Corp.
Registration on Form S-8
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
- --------- --------- ----
<S> <C> <C>
4 - Stock Option and Restricted Stock Purchase Plan.
5.1 - Opinion of Thomas M. Molchan, Esq.
23.1 - Consent of Thomas M. Molchan, Esq.
(included as part of Exhibit 5.1 hereto).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Power of Attorney (included as part of
the signature page of this Registration Statement).
</TABLE>
II-5
<PAGE>
DECISIONONE HOLDINGS CORP.
---------------------------
AMENDED AND RESTATED
--------------------
Stock Option and Restricted Stock Purchase Plan
-----------------------------------------------
Section 1. Purpose. The purpose of the DecisionOne Holdings Corp.
-------
Stock Option and Restricted Stock Purchase Plan (the "Plan") is to promote the
interests of DecisionOne Holdings Corp., a Delaware corporation (the "Company")
and any Subsidiary thereof, and its stockholders by providing an opportunity to
selected employees, officers and directors of the Company or any Subsidiary
thereof as of the date of the adoption of this Plan or at any time thereafter to
purchase Common Stock of the Company. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate such employees and persons and to
encourage such employees and persons to devote their best efforts to the
business and financial success of the Company. It is intended that this purpose
will be effected by the granting of "non-qualified stock options" and/or
"incentive stock options" to acquire the Common Stock of the Company and/or by
the granting of rights to purchase the Common Stock of the Company on a
"restricted stock" basis. Under this Plan, the Committee shall have the
authority (in its sole discretion) to grant "incentive stock options" within the
meaning of Section 422(b) of the Code, "non-qualified stock options" as
described in Treasury Regulation Section 1.83-7 or any successor regulation
thereto, or "restricted stock" awards.
Section 2. Definitions. For purposes of this Plan, the following
-----------
terms used herein shall have the following meanings, unless a different meaning
is clearly required by the context.
2.1. "Award" shall mean an award of the right to purchase Common Stock
-----
granted under the provisions of Section 7 of the Plan.
2.2. "Board of Directors" shall mean the Board of Directors of the
------------------
Company.
2.3. "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
2.4. "Committee" shall mean the committee of the Board of Directors
---------
referred to in Section 5 hereof.
2.5. "Common Stock" shall mean the Common Stock, $.01 par value, of
------------
the Company.
2.6. "Employee" shall mean (i) with respect to an ISO, any person
--------
including an officer or director of the Company, who,
<PAGE>
at the time an ISO is granted to such person hereunder, is employed by the
Company or any Subsidiary of the Company, and (ii) with respect to a Non-
Qualified Option and/or an Award shall mean any person employed by, or
performing consulting services (other than consulting services in connection
with a capital transaction) for the Company or any Subsidiary of the Company,
including, without limitation, directors and officers.
2.7. "ISO" shall mean an Option granted to an Employee under the Plan
---
which constitutes and shall be treated as an "incentive stock option" as defined
in Section 422(b) of the Code.
2.7A "Non-Employee Directors" shall mean members of the Board of
----------------------
Directors who are not employed in any capacity by the Company or any Subsidiary
of the Company.
2.8. "Non-Qualified Option" shall mean an Option granted to a
--------------------
Participant pursuant to the Plan which is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
and which shall not constitute nor be treated as an ISO.
2.9. "Option" shall mean any ISO or Non-Qualified Option granted to
------
a Participant pursuant to this Plan.
2.10. "Participant" shall mean any Employee or Non-Employee Director
-----------
to whom an Award and/or an Option is granted under this Plan.
2.11. "Parent of the Company" shall have the meaning set forth in
---------------------
Section 424(e) of the Code.
2.12. "Subsidiary of the Company" shall have the meaning set forth
-------------------------
in Section 424(f) of the Code.
Section 3. Eligibility. Awards and/or Options may be granted to any
-----------
Employee and any Non-Employee Director. The Committee shall have the sole
authority to select the persons to whom Awards and/or Options are to be granted
hereunder and to determine whether a person is to be granted a Non-Qualified
Option, an ISO or an Award or any combination thereof, except that Non-Employee
Directors shall be eligible only to receive Non-Qualified Options pursuant to
Section 6.3 hereof. No person other than Non-Employee Directors shall have any
right to receive grants or to participate in the Plan. Any person selected by
the Committee for participation during any one period will not by virtue of such
participation have the right to be selected as a Participant for any other
period.
- 2 -
<PAGE>
Section 4. Common Stock Subject to the Plan.
--------------------------------
4.1. The total number of shares of Common Stock for which Options
and/or Awards may be granted under this Plan shall not exceed in the aggregate
three million three hundred and fifty thousand (3,350,000) shares of Common
Stock. The maximum aggregate number of shares of Common Stock that shall be
subject to Options and/or Awards under this Plan to any single individual during
any calendar year shall be 80% of the aggregate number of shares specified in
the preceding sentence.
4.2. The shares of Common Stock that may be subject to Options and/or
Awards granted under this Plan may be either authorized and unissued shares or
shares reacquired at any time and now or hereafter held as treasury stock as the
Committee may determine. In the event that any outstanding Option expires or is
terminated for any reason, the shares allocable to the unexercised portion of
such Option may again be subject to an Option and/or Award granted under this
Plan. If any shares of Common Stock acquired pursuant to an Award or the
exercise of an Option shall have been repurchased by the Company, then such
shares shall again become available for issuance pursuant to the Plan.
4.3. Special ISO Limitations.
-----------------------
(a) The aggregate fair market value (determined as of the date an ISO
is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000; provided, however that in the event the
foregoing limit is exceeded, the Options, to the extent of such excess, shall be
treated as Non-Qualified Options.
(b) No ISO shall be granted to an Employee who, at the time the ISO is
granted, owns (actually or constructively under the provisions of Section 424(d)
of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and the ISO by its terms is not exercisable more than five
years from the date it is granted.
4.4. Notwithstanding any other provision of the Plan, the provisions
of Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to
any Non-Qualified Option or Award granted under the Plan.
- 3 -
<PAGE>
Section 5. Administration of the Plan.
--------------------------
5.1. The Plan shall be administered and interpreted by a committee
consisting of not less than two persons appointed by the Board of Directors of
the Company from among its members, all of whom are "disinterested persons"
within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the
"Exchange Act") and "outside directors," as defined under section 162(m) of the
Code and related Treasury regulations.
5.2. (a) Options. Subject to the provisions of Section 6.3, the
-------
Committee shall have the sole authority and discretion under this Plan (i) to
select the Participants who are to be granted Options hereunder; (ii) to
designate whether any Option to be granted hereunder is to be an ISO or a Non-
Qualified Option; (iii) to establish the number of shares of Common Stock that
may be issued under each Option; (iv) to determine the time and the conditions
subject to which Options may be exercised in whole or in part; (v) to determine
the form of the consideration that may be used to purchase shares of Common
Stock upon exercise of any Option (including the circumstances under which the
Company's issued and outstanding shares of Common Stock may be used by a
Participant to exercise an Option); (vi) to impose restrictions and/or
conditions with respect to shares of Common Stock acquired upon exercise of an
Option; (vii) to determine the circumstances under which shares of Common Stock
acquired upon exercise of any Option may be subject to repurchase by the
Company; (viii) to determine the circumstances and conditions subject to which
shares acquired upon exercise of an Option may be sold or otherwise transferred,
including without limitation, the circumstances and conditions subject to which
a proposed sale of shares of Common Stock acquired upon exercise of an Option
may be subject to the Company's right of first refusal (as well as the terms and
conditions of any such right of first refusal); (ix) to establish vesting
provisions for any Option relating to the time (or the circumstance) when the
Option may be exercised by a Participant, including vesting provisions which may
be contingent upon the Company meeting specified financial goals; (x) to
accelerate the time when outstanding Options may be exercised, provided,
--------
however, that any ISOs shall be "accelerated" within the meaning of Section
- -------
424(h) of the Code, and (xi) to establish any other terms, restrictions and/or
conditions applicable to any Option not inconsistent with the provisions of this
Plan
(b) Award. The Committee shall have the sole authority and discretion
-----
under this Plan (i) to select the Participants (other than Non-Employee
Directors) who are to be granted Awards hereunder; (ii) to determine the amount
to be paid by a Participant to acquire shares of Common Stock pursuant to an
Award, which amount may be equal to, more than, or less than 100% of the fair
market value of such shares on the date the Award is
- 4 -
<PAGE>
granted; (iii) to determine the time or times and the conditions subject to
which Awards may be made; (iv) to determine the time or times and the conditions
subject to which the shares of Common Stock subject to an Award are to become
vested and no longer subject to repurchase by the Company; (v) to establish
transfer restrictions and the terms and conditions on which any such transfer
restrictions with respect to an Award shall lapse; (vi) to establish vesting
provisions with respect to any shares of Common Stock subject to an Award,
including vesting provisions which may be contingent upon the Company meeting
specified financial goals; (vii) to determine the circumstances under which
shares of Common Stock acquired pursuant to an Award may be subject to
repurchase by the Company; (viii) to determine the time or times and the
conditions subject to which any shares of Common Stock subject to an Award may
be repurchased by the Company (as well as the terms and conditions of any such
repurchase); (ix) to determine the circumstances and conditions subject to which
a proposed sale of shares of Common Stock subject to an Award may be subject to
the Company's right of first refusal (as well as the terms and conditions of any
such right or first refusal); (x) to determine the form of consideration that
may be used to purchase shares of Common Stock pursuant to an Award (including
the circumstance under which the Company's issued and outstanding shares of
Common Stock may be used by a Participant to purchase the Common Stock subject
to an Award); (xi) to accelerate time at which any or all restrictions imposed
with respect to any shares of Common Stock subject to an Award will lapse or
otherwise remove any or all such restrictions; and (xii) to establish any other
terms, restrictions and/or conditions applicable to any Award not inconsistent
with the provisions of this Plan.
5.3. Subject to Section 6.3, the Committee shall be authorized to
interpret the Plan and may, from time to time, adopt such rules and regulations,
not inconsistent with the provisions of the Plan, as it may deem advisable to
carry out the purpose of this Plan.
5.4. The interpretation and construction by the Committee of any
provisions of the Plan, any Option and/or Award granted hereunder or any
agreement evidencing any such Option and/or Award shall be final and conclusive
upon all parties.
5.5. Subject to Section 6.3, members of the Committee, who are either
eligible for Options hereunder, or to whom Options have been granted hereunder,
may vote on any matter affecting the administration of the Plan or the granting
of Options under the Plan; provided, however, that no director (or member of the
-------- -------
Committee) shall vote upon the granting of an Option to himself, but any such
director may be counted in determining the existence of a quorum at any meeting
of the Committee at which the Plan is
- 5 -
<PAGE>
administered or action taken with respect to the granting of any Option.
5.6. All expenses and liabilities incurred by the Committee in the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants or other persons in connection with
the administration of the Plan. The Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. No member of the Committee shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option and/or Award granted hereunder.
5.7 Satisfaction of Option Price. The Optionee shall pay the option
----------------------------
price in (i) cash, (ii) with the consent of the Committee in its sole
discretion, by delivering shares of Common Stock already owned by the Optionee
and having a fair market value (as defined in Section 6.1(a)) equal to the
option price, (iii) with the consent of the Committee in its sole discretion,
with the proceeds of a promissory note payable by the Optionee to the Company,
but only in accordance with the provisions of a Loan Program established by the
Company, or any successor program as in effect from time to time, (A) in a
principal amount of up to 100% of the payment due upon the exercise of the Stock
Option, or such applicable lower percentage as may be specified by the Committee
pursuant to the Loan Program, and (B) bearing interest at a rate not less than
the applicable Federal rate prescribed by Section 1274 of the Code, or such
higher rate as may be specified by the Committee pursuant to the Loan Program,
(iv) by such other mode of payment as may be approved by the Committee including
payment through a broker in accordance with procedures permitted by Regulation T
of the Federal Reserve Board, or (v) through any combination of (i), (ii),
(iii), (iv) or (v). The Optionee shall pay the option price and the amount of
withholding tax due, if any, at the time of exercise. Shares of Common Stock
shall not be issued or transferred upon exercise of a Stock Option until the
option price is fully paid.
Section 6. Terms and Conditions of Options.
-------------------------------
6.1. ISOs. The terms and conditions of each ISO granted under the
----
Plan shall be specified by the Committee and shall be set forth in an ISO
agreement between the Company and the Participant in such form as the Committee
shall approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive stock
option" as defined in Section 422 of the Code. The terms and conditions of any
ISO granted hereunder need not be identical to those of any other ISO granted
hereunder.
- 6 -
<PAGE>
The terms and conditions of each ISO shall include the following:
(a) The option price shall be fixed by the Committee but shall in no
event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of this Plan,
the fair market value per share of Common Stock as of any day shall mean the
average of the closing prices of sales of shares of Common Stock on all national
securities exchanges on which the Common Stock may at the time be listed or, if
there shall have been no sales on any such day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day the Common Stock shall not be so listed, the average of the closing bid
and asked prices quoted in the NASDAQ system on such day, or, if on any day the
Common Stock shall not be quoted in the NASDAQ systems, the average of the high
and low bid and asked prices on such day in the over-the-counter market as
reported by National Quotation Bureau Incorporated, or any similar successor
organization. If at any time the Common Stock is not listed on any national
securities exchange or quoted in the NASDAQ system or the over-the-counter
market, the fair market value of the shares of Common Stock subject to an Option
on the date the ISO is granted shall be the fair market value thereof determined
in good faith by the Board of Directors.
(b) ISOs, by their terms, shall not be transferable otherwise than by
will or the laws of descent and distribution, and, during an Optionee's
lifetime, an ISO shall be exercisable only by the Optionee.
(c) The Committee shall fix the term of all ISOs granted pursuant to
the Plan including the date on which such ISO shall expire and terminate,
provided, however, that such term shall in no event exceed ten years from the
- -------- -------
date on which such ISO is granted (or, in the case of an ISO granted to an
Employee referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted). Each ISO shall
be exercisable in such amount or amounts, under such conditions and at such
times or intervals or in such installments as shall be determined by the
Committee in its sole discretion.
(d) In the event that the Company or any Parent or Subsidiary of the
Company is required to withhold any Federal, state or local taxes in respect of
any compensation income realized by the Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon exercise
of an ISO granted hereunder, the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required
- 7 -
<PAGE>
to be so withheld or, if such payment are insufficient to satisfy such federal,
state or local taxes, such Participant will be required to pay to the Company,
or make arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. A Participant may use
issued and outstanding Common Stock for the payment of taxes. All matters with
respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Committee in its sole discretion.
(e) In the sole discretion of the Committee the terms and conditions
of any ISO may (but need not) include any of the following provisions:
(i) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company for any reason other
than as a result of his death or "disability" (within the meaning of
Section 22(e)(3) of the Code), the unexercised portion of any ISO held by
such Participant at that time may only be exercised within one month after
the date on which the Participant ceased to be so employed, and only to the
extent that the Participant could have otherwise exercised such ISO as of
the date on which he ceased to be so employed.
(ii) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company by reason of his
"disability" (within the meaning of Section 22(e)(3) of the Code), the
unexercised portion of any ISO held by such Participant at that time may
only be exercised within one year after the date on which the Participant
ceased to be so employed, and only to the extent that the Participant could
have otherwise exercised such ISO as of the date on which he ceased to be
so employed.
(iii) In the event a Participant shall die while in the employ of the
Company or a Parent or Subsidiary of the Company (or within a period of one
month after ceasing to be an Employee for any reason other than such
"disability" or within a period of one year after ceasing to be an Employee
by reason of such "disability"), the unexercised portion of any ISO held by
such Participant at the time of his death may only be exercised within one
year after the date of such Participant's death, and only to the extent
that the Participant could have otherwise exercised such ISO at the time of
his death. In such event, such ISO may be exercised by the executor or
administrator of the Participant's estate or by any persons who shall have
acquired the ISO directly from the Participant by bequest or inheritance.
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<PAGE>
6.2. Non-Qualified Options. The terms and conditions of each Non-
---------------------
Qualified Option granted under the Plan, other than grants to Non-Employee
Directors pursuant to Section 6.3, shall be specified by the Committee, in its
sole discretion, and shall be set forth in a written option agreement between
the Company and the Participant in such form as the Committee shall approve.
The terms and conditions of each Option will be such that each Option issued
hereunder shall not constitute nor be treated as an "incentive stock option" as
defined in Section 422 of the Code and will be a "non-qualified stock option"
for federal income tax purposes. The terms and conditions of any Option granted
hereunder need not be identical to those of any other Option granted hereunder.
The terms and conditions of each Non-Qualified Option Agreement shall
include the following:
(a) The option (exercise) price shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Non-Qualified Option on the date such Non-
Qualified Option is granted.
(b) The Committee shall fix the term of all Non-Qualified Options
granted pursuant to this Section (including the date on which such Non-Qualified
Option shall expire and terminate). Such term may be more than ten years from
the date on which such Non-Qualified Option is granted. Each Non-Qualified
Option shall be exercisable in such amount or amounts, under such conditions,
and at such times or intervals or in such installments as shall be determined by
the Committee in its sole discretion.
(c) Non-Qualified Options shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.
(d) In the event that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by the
Participant in respect of a Non-Qualified Option granted hereunder or in respect
of any shares of Common Stock acquired upon exercise of a Non-Qualified Option,
the Company shall deduct from any payment of any kind otherwise due to such
Participant the aggregate amount of such Federal, state or local taxes required
to be so withheld or, if such payments are insufficient to satisfy such federal,
state or local taxes, or if no such payments are due to become due to such
Participant, then, such Participant will be required to pay to the Company, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to
the total amount
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<PAGE>
of taxes to be withheld in respect of any such compensation income shall be
determined by the Committee in its sole discretion.
6.3 Option Grants to Non-Employee Directors. A Non-Employee Director
---------------------------------------
shall be entitled to receive Non-Qualified Options only in accordance with this
Section 6.3.
(a) Initial Grant. Each Non-Employee Director who is a member of the Board
-------------
of Directors on May 2, 1996 and each Non-Employee Director who first
becomes a member of the Board of Directors thereafter will receive a grant
of a Non-Qualified Option to purchase 4,000 shares of Common Stock.
(b) Additional Grant. Each Non-Employee Director who first becomes a
----------------
member of the Board of Directors on or after May 2, 1996 will receive a
grant of a Non-Qualified Option to purchase 1,000 shares of Common Stock
immediately upon his or her becoming a member of the Board of Directors.
(c) Option Exercise Price. Options granted under this Section 6.3 shall
---------------------
have a per share exercise price equal to the fair market value (as defined
in Section 6.1(a) of the Plan) of a share of Common Stock on the date of
grant.
(d) Option Term and Exercisability. The term of each Option granted
-------------------------------
pursuant to this Section 6.3 shall be ten years. Options granted under
Section 6.3(a) shall be exercisable as follows: 25% on the first
anniversary of the date of grant and an additional 25% on each of the
following three anniversaries thereof. Options granted under Section
6.3(b) shall be fully exercisable as of the date of grant.
(e) Administration. The provisions of this Section 6.3 are intended to
--------------
operate automatically and not require administration. However, to the
extent that administrative determinations are required, the provisions of
this Section 6.3 shall be made by the members of the Board of Directors who
are not eligible to receive grants under this Section 6.3, but in no event
shall such determinations affect the eligibility of optionees, the
determination of the exercise price, the timing of the grants or the number
of shares subject to Options granted hereunder or otherwise cause the Plan,
insofar as it relates to Non-Employee Directors, to fail to satisfy the
conditions of Rule 16b-3(c)(ii) under the Exchange Act.
(f) Applicability of Plan Provisions. All Options granted pursuant to this
--------------------------------
Section 6.3 shall be subject to the terms of Section 6.1(e) provided,
however, that the Committee shall not have the discretion to modify such
terms. Furthermore, except as otherwise provided in the Plan
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<PAGE>
(including this Section 6.3), the Non-Qualified Options granted to Non-
Employee Directors shall be subject to the provisions of this Plan
applicable to Non-Qualified Options granted to other persons provided
however that (i) with respect to the provisions of Section 6.2, the
Committee shall not have the discretion to modify the terms of such
provisions in the Option agreement and (ii) if an event described in
Section 8(a) occurs, adjustments, as described in that Section, shall be
made automatically.
(g) Amendment. Notwithstanding any other provision of the Plan, this
---------
Section 6.3 may not be amended more than once every six months, other than
to comply with changes in the law including the Code or the regulations
thereunder.
7. Terms and Conditions of Awards.
------------------------------
The terms and conditions of each Award granted under the Plan shall be
specified by the Committee, in its sole discretion, and shall be set forth in a
written agreement between the Participant and the Company, in such form as the
Committee shall approve. The terms and provisions of any Award granted
hereunder need not be identical to those of any other Award granted hereunder.
The terms and conditions of each Award shall include the following:
(a) The amount to be paid by a Participant to acquire the shares of
Common Stock pursuant to an Award shall be fixed by the Committee and may be
equal to, more than or less than 100% of the fair market value of the shares of
Common Stock subject to the Award on the date the Award is granted.
(b) Each Award shall contain such vesting provisions, such transfer
restrictions and such other restrictions and conditions as the Committee, in its
sole discretion, may determine, including, without limitation, the circumstances
under which the Company shall have the right and option to repurchase shares of
Common Stock acquired pursuant to an Award.
(c) Stock certificates representing Common Stock acquired pursuant to
an Award shall bear a legend referring to the restriction imposed on such Stock
and such other matters as the Board of Directors may determine.
(d) In the event that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by the
Participant in respect of an Award granted hereunder, or in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
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<PAGE>
kind otherwise due to such Participant the aggregate amount of such Federal,
state of local taxes required to be so withheld or, if such payments are
insufficient to satisfy such Federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined by the
Board of Directors in its sole discretion.
Section 8. Adjustments. (a) Subject to the provisions of paragraph
-----------
(b) below, in the event that after the adoption of the Plan by the Board of
Directors, the outstanding shares of the Company's Common Stock shall be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, split-up, combination or exchange of shares or
declaration or any dividends payable in Common Stock, the Board of Directors
shall appropriately adjust: (i) the number of shares of Common Stock (and the
option price per share) subject to the unexercised portion of any outstanding
Option (to the nearest possible full share), provided, however, that the
-------- -------
limitations of Section 424 of the Code shall apply with respect to adjustments
made to ISOs; (ii) the number of shares of Common Stock to be acquired pursuant
to an Award which have not become vested, and (iii) the number of shares of
Common Stock for which Options and/or Awards may be granted under this Plan, as
set forth in Section 4.1 hereof, and such adjustments shall be effective and
binding for all purposes of this Plan.
(b) Notwithstanding the foregoing, in the event of (i) an offer to
holders of Common Stock generally relating to the acquisition of their shares
including, without limitation, through purchase, merger or otherwise, or (ii)
any transaction generally relating to the acquisition of substantially all of
the assets or business of the Company, the Board of Directors may, in its sole
discretion, make such adjustments as it deems equitable in respect of
outstanding Options and/or Awards including, without limitation, the revision or
cancellation of any outstanding Options and/or Awards. Any such determination
by the Board of Directors shall be effective and binding for all purposes of
this Plan.
Section 9. Effect of the Plan on Employment
--------------------------------
Relationship.
------------
Neither this Plan nor any Option and/or Award granted hereunder to a
Participant shall be construed as conferring upon
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<PAGE>
such Participant any right to continue in the employ of the Company or the
service of the Company or any Subsidiary as the case may be, or limit in any
respect the right of the Company or any Subsidiary to terminate such
Participant's employment or other relationship with the Company of any
Subsidiary, as the case may be, at any time.
Section 10. Amendment of the Plan. The Board of Directors may amend
---------------------
the Plan from time to time as it deems desirable; provided, however, that,
-------- -------
without the approval of the holders of a majority of the outstanding stock of
the Company entitled to vote thereon at a meeting, the Board of Directors may
not amend the Plan to (i) increase (except for increases due to the adjustments
in accordance with Section 8 hereof) the aggregate number of shares of Common
Stock for which Options and/or Awards may be granted hereunder, (ii) decrease
the minimum exercise price specified by the Plan in respect of ISOs, (iii)
change the class of Employees eligible to receive ISOs under the Plan, (iv)
increase the individual limit of shares of Common Stock for which Options and/or
Awards may be granted to any single individual under the Plan, or (v) make any
amendment that requires shareholder approval pursuant to Rule 16b-3 of the
Exchange Act or 162(m) of the Code.
Section 11. Termination of the Plan. The Board of Directors may
-----------------------
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination
or amendment of the Plan shall not alter or impair any rights or obligations
under any Option and/or Award theretofore granted under the Plan.
Section 12. Effective Date
--------------
(a) Effective Date of the Plan. Subject to the approval of the
--------------------------
Company's shareholders, this Plan shall be effective as of September 15, 1988,
as amended and restated effective May 2, 1996.
(b) Effectiveness of Section 16 and Section 162(m) Provisions. The
---------------------------------------------------------
provisions of the Plan that refer to, or are applicable to persons subject to,
Section 16 of the Exchange Act or Rule 16b-3 thereunder or Section 162(m) of the
Code shall not be effective, prior to the effective date of the Exchange Act
Registration Statement, and shall remain effective thereafter for so long as the
Common Stock remains registered pursuant to Section 12 of the Exchange Act.
- 13 -
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
DecisionOne Holdings Corp. on Form S-8 of our report dated December 21, 1995
(February 9, 1996 as to paragraph one of Note 22 and March 11, 1996 as to
paragraph two of Note 22), appearing in the final prospectus filed on April 5,
1996 (the "Prospectus") pursuant to Rule 424(b) under the Securities Act of
1993, as amended, of DecisionOne Holdings Corp. and subsidiaries for the year
ended June 30, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
May 3, 1996
-------------------
<PAGE>
[LETTERHEAD OF DECISIONONE APPEARS HERE]
May 6, 1996
DecisionOne Holdings Corp.
50 East Swedesford Road
Frazer, Pennsylvania 19355
Re: Registration Statement on Form S-8
for DecisionOne Holdings Corp.
------------------------------
Ladies and Gentlemen
I am General Counsel and Corporate Secretary of DecisionOne Holdings
Corp., a Delaware corporation (the "Company"), and have participated in the
preparation of a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to the offering of up
to 3,116,622 shares of the Company's common stock, $.01 per value (the "Common
Stock"), issuable under the DecisionOne Holdings Corp. Stock Option and
Restricted Stock Purchase Plan (the "Plan"). I have examined such certificates,
records, statutes and other documents as I have deemed relevant in rendering
this opinion. In my examination I have assumed the genuineness of documents
submitted to me as originals and the conformity with the original of all
documents submitted to me as copies thereof.
Based on the foregoing, it is my opinion that the shares of Common Stock
issuable in accordance with the terms of the Plan will be, when issued in
accordance with the terms of the Plan, validly issued, fully paid and
nonassessable shares of Common Stock.
The opinions set forth above is limited to the General Corporation Law of
the State of Delaware.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, I do not thereby admit that I am
acting within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Thomas M. Molchan
