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As filed with the Securities and Exchange Commission on December 31, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DECISIONONE HOLDINGS CORP.
(Exact name of issuer as specified in its charter)
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<S> <C>
Delaware 13-3435409
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
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50 East Swedesford Road
Frazer, Pennsylvania 19355
(610) 296-6000
(Address of Principal Executive Offices, including Zip Code)
AMENDED AND RESTATED 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)
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Copies to:
DAVID R. KING
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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=================================================================================================================================
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
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per 2,000,000 (2) $16.125 $32,250,000 $9,772.73
share
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(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
December 27, 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.
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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 Company's latest annual report ("Annual Report"),
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act");
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report; 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 Annual Report 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
incorporated herein in reliance upon the reports of Deloitte & Touche LLP
pertaining to such financial statements given upon the authority of such firm
as experts in accounting and auditing. To the extent that Deloitte & Touche
LLP audits and reports on financial statements of the Company issued at future
dates, and consents to the use of their reports thereon, such financial
statements also will be incorporated by reference herein in reliance upon such
reports and such authority.
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,
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officer, employee or agent of the Company.
As permitted by the DGCL, the Company's Restated Certificate of
Incorporation provides that 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.
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Exhibit
Number Exhibit
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4 - Amended and Restated Stock Option and Restricted Stock Purchase Plan.(1)
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).
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(1) Incorporated by reference to Exhibit 10.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of 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.
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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 31st day
of December, 1996.
DECISIONONE HOLDINGS CORP.
By:/s/ Thomas M. Molchan
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Thomas M. Molchan
Corporate Secretary
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.
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Signature Title Date
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Director December 31, 1996
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Bruce K. Anderson
/s/ Michael C. Brooks Director December 31, 1996
---------------------------------
Michael C. Brooks
/s/ Kenneth Draeger Director and Chief December 31, 1996
--------------------------------- Executive Officer
Kenneth Draeger (Principal
Executive Officer)
/s/ Thomas E. McInerney Director December 31, 1996
-------------------------------
Thomas E. McInerney
/s/ Arthur F. Weinbach Director December 31, 1996
----------------------------------
Arthur F. Weinbach
/s/ Thomas J. Fitzpatrick Chief Financial December 31, 1996
------------------------------------ Officer (Principal
Thomas J. Fitzpatrick Financial and
Accounting Officer)
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DecisionOne Holdings Corp.
Registration on Form S-8
Index to Exhibits
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Exhibit
Number Exhibit Page
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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).
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EXHIBIT 5.1
[Letterhead of Thomas M. Molchan]
[Logo - DecisionOne]
December 31, 1996
DecisionOne Holdings Corp.
50 E. 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 2,000,000
shares of the Company's common stock, $.01 par value (the "Common Stock"),
issuable under the Amended and Restated 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 opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
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DecisionOne Holdings Corp.
December 31, 1996
Page 2
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, Esq.
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INDEPENDENT AUDITORS' CONSENT
DecisionOne Holdings Corp.:
We consent to the incorporation by reference in this Registration Statement of
DecisionOne Holdings Corp. on Form S-8 of our report dated August 30, 1996 on
the consolidated financial statements of DecisionOne Holdings Corp. and
subsidiaries appearing in the Annual Report on Form 10-K for the year ended June
30, 1996 and to the reference to us as "Experts" in Item 3, which is part of
such Registration Statement.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
December 31, 1996
