As filed with the Securities and Exchange Commission on August 7, 1997
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DecisionOne Holdings Corp.
(Exact Name of issuer as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7378 13-3435409
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Identification No.)
50 East Swedesford Road
Frazer, Pennsylvania 19355
(610) 296-6000
(Address of principal executive offices)
DecisionOne Holdings Corp.
Direct Investment Program
(Full title of the Plan)
Dwight T. Wilson
Vice President-Human Resources
DecisionOne Holdings Corp.
50 East Swedesford Road
Frazer, Pennsylvania 19355
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (610) 296-6000
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
------------------- -------------- --------- ------------- ------------
<S> <C> <C> <C> <C>
Common Stock (par value 238,095 shares $23.09 $5,497,613.55 $1,665.94
$.01 per share).............
</TABLE>
* Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low sale prices of
the securities being registered hereby on the Composite Tape on
July 31, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
DecisionOne Holdings Corp. (the "Company") hereby incorporates
herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996;
(2) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
June 30, 1996;
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8A dated April 25, 1995, filed
under the Securities Exchange Act of 1934, including any amendment thereto or
report filed for the purpose of updating such description; and
(4) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL permits a corporation to indemnify any
of its directors or officers who was or is a party, or is threatened to be
made a party to any third party proceeding by reason of the fact that such
person is or was a director or officer of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reason to believe that such person's conduct was unlawful. In a
derivative action, i.e., one by or in the right of the corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted
in good faith and in a manner that no indemnification shall be made if such
person shall have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article 7 of the Company's Amended and Restated Certificate of
Incorporation makes mandatory indemnification expressly authorized under the
DGCL for directors of the Company. With respect to officers of the Company,
Article 7 of the Company's Amended and Restated Certificate of Incorporation
provides indemnification to such extent and to such effect as the Board of
Directors shall determine to be appropriate and authorized by Delaware law.
Pursuant to Section 6.03 of the Agreement and Plan of Merger
dated as of May 4, 1997 among the Company and Quaker Holding Co., Quaker
Holding Co. has agreed for a period of six years following the Effective Time
to (a) maintain in effect and cause the Company maintain in effect policies of
directors' and officers' liability insurance and fiduciary liability insurance
with terms no less favorable than current policies, with respect to claims
arising prior to the Effective Time, provided that premiums for such insurance
not exceed 125% of the amount per annum the Company paid in its last full
fiscal year and (b) indemnify, and cause the Company to indemnify, the
directors and officers of the Company to the fullest extent permitted the
Company's charter and bylaws and applicable law.
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
<TABLE>
<CAPTION>
<S> <C>
Exhibit No.
- -----------
4(a) Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Registration Statement on Form
S-1 (No. 333-1256) filed with the Securities and Exchange
Commission on February 9, 1996 (the "Form S-1"))
4(b) By-Laws of the Company (incorporated by reference to Exhibit 3.2
to the Form S-1)
4(c) Direct Investment Program
5 Opinion of Davis Polk & Wardwell
23(a) Consent of Deloitte & Touche
23(b) Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
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 (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; 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; and
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information 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 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; and
(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, 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.
(c) Insofar as indemnification for liabilities arising 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 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.
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 Frazer, Pennsylvania, on the 7th day of August,
1997.
DECISIONONE HOLDINGS CORP.
By /s/ Kenneth Draeger
-------------------------------------
Kenneth Draeger
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman, Chief Executive Officer August 7, 1997
- ------------------------- and Director (Principal Executive
Kenneth Draeger Officer)
* Vice President and Chief Financial August 7, 1997
- ------------------------- Officer (Principal Financial and
Thomas J. Fitzpatrick Accounting Officer)
* Director August 7, 1997
- -------------------------
Peter T. Grauer
* Director August 7, 1997
- -------------------------
Tom G. Greig
* Director August 7, 1997
- -------------------------
Lawrence M.v.D. Schloss
/s/ Kirk B. Wortman Director August 7, 1997
- -------------------------
Kirk B. Wortman
*By /s/ Kirk B. Wortman
----------------------
Kirk B. Wortman
Attorney-in-Fact
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
</TABLE>
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
<S> <C> <C>
4(a) Certificate of Incorporation of the Company (incorporated by reference to Exhibit
3.1 to the Registration Statement on Form S-1 (No. 333-1256) filed with the
Securities and Exchange Commission on February 9, 1996 (the "Form S-1"))
4(b) By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Form
S-1)
4(c) Direct Investment Program.......................................................... 8
5 Opinion of Davis Polk & Wardwell................................................... 9
23(a) Consent of Deloitte & Touche....................................................... 10
23(b) Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney................................................................. 11
</TABLE>
EXHIBIT 4.c
DECISIONONE HOLDINGS CORP.
Direct Investment Program
Section 1. Purpose. The purpose of the DecisionOne Holdings
Corp. Direct Investment Program is to promote the interests of DecisionOne
Holdings Corp. (the "Company") and its stockholders by (i) attracting and
retaining exceptional executive personnel and other key officers and employees
of the Company and its Subsidiaries; (ii) motivating such individuals by means
of an equity-based incentive to achieve longer-range performance goals; and
(iii) enabling such individuals to participate in the long-term growth and
financial success of the Company.
Section 2. Definitions. As used in the Plan, the following
terms shall have the meanings set forth below:
"Affiliate" means (i) any entity that is, directly or
indirectly, controlled by the Company and (ii) any other entity in which the
Company has a significant equity interest or which has a significant equity
interest in the Company, in either case as determined by the Committee.
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean, unless otherwise defined in any Employment
Agreement or Purchase Agreement:
(A) a Participant's willful and continued failure
substantially to perform his duties (other than as a result of total or
partial incapacity due to physical or mental illness);
(B) an act or acts on a Participant's part constituting
a felony under the laws of the United States or any state thereof or any
other jurisdiction in which the Company conducts business;
(C) a Participant being repeatedly under the influence
of illegal drugs or alcohol while performing his duties; or
(D) any other act or omission which is materially
injurious to the financial condition or business reputation of the Company
or any of its Affiliates as determined in the reasonable discretion of the
Company, including a Participant's breach of the provisions of any non-
competition, non-solicitation or confidentiality covenant in favor of the
Company or its Affiliates binding upon such Participant.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" means a committee of the Board designated by the
Board to administer the Plan and composed of not less than the minimum number
of persons from time to time required by Rule 16b-3, each of whom, to the
extent necessary to comply with Rule 16b-3 only, is a "Non-Employee Director"
within the meaning of Rule 16b-3. Until otherwise determined by the Board, the
full Board shall be the Committee under the Plan.
"Disability" shall mean a Participant's inability, as a result
of physical or mental illness, to perform the duties of his position(s) for a
period of 90 consecutive days or for an aggregate of 150 days in any twelve
consecutive month period. Any question as to the existence of the Disability
of a Participant as to which such Participant and the Company cannot agree
shall be determined in writing by a qualified independent physician selected
by the Company and reasonably acceptable to the Participant. The
determination of Disability made in writing to the Company and the Participant
shall be final and conclusive for all purposes of the Plan.
"DLJ Entities" shall mean Quaker Holding Co., DLJ Merchant
Banking Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ
Offshore Partners II, C.V., DLJ Diversified Partners, L.P., DLJ Diversified
Partners-A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A,
L.P., DLJ Funding II, Inc., UK Investment Plan 1997 Partners, DLJ EAB
Partners, L.P. and DLJ First ESC, LLC.
"Employee" means an employee of the Company or any Subsidiary.
"Employment Agreement" means an employment agreement entered
into between the Company or any Subsidiary and a Participant.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Fair Market Value" means with respect to the Shares, as of the
consummation of the merger of the Company and Quaker Holding Co., $20.6084 per
share, and as of any other given date or dates, the average reported closing
price of a share of such class of common stock on such exchange or market as
is the principal trading market for such class of common stock for the three
trading days immediately preceding such date or dates. If such class of common
stock is not traded on an exchange or principal trading market on such date,
the fair market value of a Share shall be determined by the Committee in good
faith taking into account as appropriate recent sales of the Shares, recent
valuations of the Shares and such other factors as the Committee shall in its
discretion deem relevant or appropriate.
"Good Reason" shall mean, unless otherwise defined in any
Employment Agreement or Purchase Agreement:
(A) A Participant is removed from his/her position or assigned
duties and responsibilities materially inconsistent with his/her position; or
(B) A Participant's base salary and benefits (including target
bonus opportunities and criteria but not actual bonus payments) are reduced by
more than 10% in the aggregate, except for across-the-board reductions
similarly affecting similarly situated employees.
"Investors' Agreement" means the Investors' Agreement dated as
of the date hereof among Quaker Holding Co., DLJ Merchant Banking Partners II,
L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Offshore Partners II,
C.V., DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ
Millennium Partners, L.P., DLJ Millennium Partners-A, L.P., DLJMB Funding II,
Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ First ESC,
LLC, and certain other shareholders listed on the signature pages thereto.
"Participant" means any Employee selected by the Committee to
become an investor under the Plan (and to the extent applicable, any heirs,
legatees or legal representatives thereof).
"Permitted Transferee" shall have the meaning assigned to it in
the Investors' Agreement.
"Person" means any individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.
"Plan" means this DecisionOne Holding Corp. Direct Investment
Program.
"Purchase Agreement" shall mean an agreement to be executed by
the Company and a Participant as a condition to the acquisition of Shares
under the Plan by such Participant.
"Purchase Price" shall have the meaning set forth in Section
6(b).
"Rule 16b-3" shall mean Rule 16b-3 as promulgated and
interpreted by the SEC under the Exchange Act, or any successor rule or
regulation thereunder as in effect from time to time.
"SEC" shall mean the Securities and Exchange Commission or any
successor thereto.
"Shares" means shares of common stock, $.01 par value, of the
Company or such other securities as may be designated by the Committee from
time to time.
"Subsidiary" shall mean, with respect to any Person, any
corporation or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or
indirectly owned by such Person.
Section 3. Administration.
(a) Authority of Committee. The Plan shall be administered
by the Committee or by the Board as a whole, if no Committee has been
constituted. All references to the powers and responsibilities of the
Committee set forth in this Plan shall be deemed to be references to the
Board if no Committee has been constituted. Subject to the terms of the
Plan, applicable law and contractual restrictions affecting the Company,
and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority
to: (i) designate Participants; (ii) determine the number of Shares to be
covered by Purchase Agreements; (iii) determine the terms and conditions
of any Purchase Agreement; (iv) determine whether, to what extent, and
under what circumstances Purchase Agreements may be amended or terminated
and Shares acquired thereunder may be reacquired or transferred; (v)
interpret and administer the Plan and any Purchase Agreement or other
instrument or agreement relating to, or made under, the Plan; (vi)
establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of
the Plan; and (vii) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of
the Plan.
(b) Committee Discretion Binding. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or
any Purchase Agreement shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and
binding upon all Persons, including the Company, any Subsidiary, any
Participant, any holder or beneficiary of any Purchase Agreement, any
shareholder and any Employee.
Section 4. Shares Available for Purchase Agreements; Minimum
Investment.
(a) Shares Available. Subject to adjustment as provided in
Section 4(b), the number of Shares which may be issued under the Plan shall
be 238,095. Each Participant shall be required to make a minimum
investment of $50,000.
(b) Adjustments. In the event that the Committee
determines that any dividend or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, reclassification, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits of a
Participant's investment in Shares under the Plan, then the Committee
shall, in such manner as it deems equitable, make such adjustments, if any,
to the number and kind of Shares (or number and kind of other securities or
property) with respect to which Purchase Agreements have been or may
thereafter be entered into hereunder as it deems appropriate and necessary.
(c) Sources of Shares. Any Shares delivered pursuant to a
Purchase Agreement may be either authorized and unissued shares, or
previously issued shares, held in the treasury of the Company.
Section 5. Eligibility. Shares under the Plan may be made
available for purchase by any Employee, as determined by the Committee. In
selecting Employees, the Committee may take into consideration any factors it
may deem relevant, including its estimate of the Employee's present and
potential contributions to the success of the Company and its Subsidiaries.
Section 6. Share Purchases.
(a) Purchase. Subject to the provisions of the Plan and
contractual restrictions affecting the Company, the Committee shall have sole
and complete authority to determine the Employees eligible to purchase Shares
hereunder, the number of Shares available for purchase by each such
Participant, the Purchase Price therefor and the conditions and limitations
applicable to such purchase, the duration of the period during which, and the
conditions under which, such Shares may be repurchased by the Company, and the
other terms and conditions of the related Purchase Agreements.
(b) Purchase Price. Unless otherwise determined by the Committee,
the price at which each Share under the Plan may be purchased (the "Purchase
Price") shall be the Fair Market Value.
(c) Payment. No Shares shall be delivered hereunder until
payment in full of the Purchase Price therefor is received by the Company.
Such payment may be made in cash or its equivalent, pursuant to financing
arrangements approved by the Committee, including loans to Participants
made by the Company in the form of Exhibit A hereto (the "Loan"), or a
combination of the foregoing, provided that the combined value of all cash,
cash equivalents and such financing arrangements is at least equal to such
Purchase Price.
Section 7. Investors' Agreement. A Participant shall, as a
condition precedent to the purchase of Shares, execute an instrument agreeing
to be bound by the terms of the Investors' Agreement or, at the election of the
Company, a counterpart of the Investors' Agreement. In any event, any Shares
shall be subject to the provisions in the Investors' Agreement regarding
restrictions on transfer and the Company's rights to compel sales and
repurchase Shares.
Section 8. Termination of Employment; Repayment of Loan.
Except as may be set forth in any Purchase Agreement, Employment Agreement or
as otherwise determined by the Committee at any time, upon the termination of
a Participant's employment with the Company and its Subsidiaries:
(a) Any outstanding Loan shall become due in accordance with
the terms of such Loan.
(b) In the event of a Participant's death or Disability,
retirement at age 62 or later or termination of employment by the Company
other than for Cause or by the Participant for Good Reason, the Company or its
designee shall have the right to purchase all or a portion of the Shares, and
the Participant shall have the right to cause the Company to purchase all or a
portion of the Shares, at a per share price equal to the Fair Market Value on
the date of purchase.
(c) In the event of a Participant's termination of employment
with the Company by the Company for Cause or by the Participant other than for
Good Reason, the Company or its designee shall have the right to purchase all
or a portion of the Shares, and the Participant shall have the right to cause
the Company to purchase all or a portion of the Shares, at a per share price
equal to 85% of the Fair Market Value on the date of purchase.
(d) In the event an outstanding Loan becomes due prior to the
termination of a Participant's employment, the Participant shall have the
right to cause the Company to purchase that portion of the Shares necessary to
repay the principal amount of the Loan and any interest accrued thereon at a
per share price equal to 100% of the Fair Market Value on the date of purchase.
(e) If either the Company or a Participant elects to exercise
its right under this Section 8, the Company or the Participant, as the case
may be, shall deliver written notice (a "Purchase Notice") to the other to
such effect within 60 days of a termination of employment or, in the case of a
purchase pursuant to (d) above, three business days prior to the Loan becoming
due. For purposes of this Section 8, the "date of purchase" shall mean the
third business day following the receipt of notice by the other party that the
purchase right is to be exercised or, in the case of a purchase pursuant to
(d) above, the date the Loan becomes due. Payment of the purchase price may be
made in cash or by certified check; provided that if the terms of any
agreement to which the Company is a party, or any of the indentures governing
any debt securities issued by the Company or any of its subsidiaries would
prohibit the Company from effecting such payment, payment may be effected
through a promissory note having such commercially reasonable terms and
interest rate as may be determined by the Company in its reasonable discretion,
provided that in any event such note shall become due at such time as the
prohibitions described above shall lapse.
Section 9. Amendment and Termination.
(a) Amendments to and Termination of the Plan. Unless the Plan
shall theretofore have been terminated as hereinafter provided, the Plan shall
terminate on, and no Purchase Agreement shall be entered into thereunder after,
August 6, 2007. Subject to any contractual restrictions affecting the
Company, the Board may amend, alter, suspend, discontinue, or terminate the
Plan or any portion thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement for which or with which the Board deems it necessary or
desirable to qualify or comply.
(b) Amendments to Purchase Agreements. The Committee may waive
any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, any Purchase Agreement, prospectively or
retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would adversely
affect the rights of any Participant under any Purchase Agreement shall not to
that extent be effective without the consent of the affected Participant.
Section 10. General Provisions.
(a) No Rights to Participation. No Employee, Participant
or other Person shall have any claim to be granted the opportunity to
purchase any Shares hereunder, and there is no obligation for uniformity of
treatment of Employees or Participants. The terms and conditions of
Purchase Agreements need not be the same with respect to each recipient.
(b) Share Certificates. Certificates issued in respect of
Shares shall, unless the Committee otherwise determines, be registered in
the name of the Participant or its Permitted Transferees and, so long as a
Participant continues to be governed by the provisions of any Loan, shall
be deposited by such Participant or Permitted Transferee, together with a
stock power endorsed in blank, with the Company. When the Participant
ceases to be bound by the provisions of any Loan, the Company shall deliver
such certificates to the Participant upon request. Such stock certificate
shall carry such appropriate legends, and such written instructions shall
be given to the Company's transfer agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the
requirements of (i) the Securities Act of 1933, any state securities laws
or any other applicable laws, (ii) the Investors' Agreement and (iii) any
Loan. Subject to the provisions of the Investors' Agreement, all
certificates for Shares or other securities of the Company or any Affiliate
delivered under the Plan pursuant to any Purchase Agreement shall be
subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan, the applicable Purchase
Agreement or the rules, regulations and other requirements of the SEC or
any stock exchange upon which such Shares or other securities are then
listed and any applicable laws or rules or regulations.
(c) Execution of Purchase Agreement: Disposition of Shares. No
Shares shall be issued hereunder unless and until a Purchase Agreement shall
be executed by the Company and the Participant.
(d) No Limit on Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect compensation arrangements, which may, but need not,
provide for the grant of options, restricted stock, Shares and other types of
awards (subject to shareholder approval if such approval is required), and
such arrangements may be either generally applicable or applicable only in
specific cases.
(e) No Rights to Employment. Nothing in this Plan or in any
Purchase Agreement shall confer on any individual any right to continue in the
employ of the Company or any Subsidiary of the Company or interfere in any way
with the right of the Company or any Subsidiary of the Company to terminate
his or her employment at any time.
(f) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Purchase
Agreement shall be determined in accordance with the laws of the State of
Delaware, without application of the conflict of laws principles thereof.
(g) Severability. If any provision of the Plan or any Purchase
Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any Person or Purchase Agreement, or would
disqualify the Plan or any Purchase Agreement under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to
conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Purchase Agreement, such provision shall be stricken as to
such jurisdiction, Person or Purchase Agreement and the remainder of the Plan
and any such Purchase Agreement shall remain in full force and effect.
(h) Other Laws. The Committee may refuse to issue or
transfer any Shares or other consideration under a Purchase Agreement if,
acting in its sole discretion, it determines that the issuance or transfer
of such Shares or such other consideration might violate any applicable law
or regulation or entitle the Company to recover the same under Section
16(b) of the Exchange Act, and any payment tendered to the Company by a
Participant in connection therewith shall be promptly refunded to the
relevant Participant. Without limiting the generality of the foregoing, no
Purchase Agreement shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the
Committee in its sole discretion has determined that any such offer, if
made, would be in compliance with all applicable requirements of the U.S.
Federal securities laws and any other laws to which such offer, if made,
would be subject.
(i) No Trust or Fund Created. Neither the Plan nor any
Purchase Agreement shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company
or any Affiliate and a Participant or any other Person. To the extent that
any Person acquires a right to receive payments from the Company or any
Affiliate pursuant to a Purchase Agreement, such right shall be no greater
than the right of any unsecured general creditor of the Company or any
Affiliate.
(j) No Fractional Shares. No fractional Shares shall be
issued or delivered pursuant to the Plan or any Purchase Agreement, and the
Committee shall determine whether cash or other securities or other
property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.
Section 11. Effective Date. The Plan shall be effective as of
August 7, 1997.
EXHIBIT 5
August 7, 1997
DecisionOne Holdings Corp.
50 East Swedesford Road
Frazer, Pennsylvania 19355
Ladies and Gentlemen:
We are acting as special counsel for DecisionOne Holdings Corp.
(the "Company") in connection with the filing of a Registration Statement (the
"Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended, relating to 238,095 shares of common stock, par value $0.01 per share
(the "Common Stock"), deliverable in accordance with the DecisionOne Holdings
Corp. Direct Investment Program as referred to in such Form S-8 (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments relating to the
adoption of the Plan as we have deemed necessary or advisable for the purposes
of this opinion.
Upon the basis of the foregoing, we are of the opinion that the
Common Stock deliverable pursuant to the Plan, when delivered in accordance
with the Plan upon receipt by the Company of adequate consideration therefor,
will be duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23.a
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.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
August 7, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of DecisionOne
Holdings Corp. does hereby constitute and appoint Kirk B. Wortman, the true
and lawful attorney and agent of the undersigned, each with power of
substitution, to do any and all acts and things for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid and to execute any and all
instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of August, 1997.
/s/ Kenneth Draeger
--------------------------
KENNETH DRAEGER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of DecisionOne
Holdings Corp. does hereby constitute and appoint Kirk B. Wortman, the true
and lawful attorney and agent of the undersigned, each with power of
substitution, to do any and all acts and things for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid and to execute any and all
instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of August, 1997.
/s/ Thomas J. Fitzpatrick
--------------------------
Thomas J. Fitzpatrick
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of DecisionOne
Holdings Corp. does hereby constitute and appoint Kirk B. Wortman, the true
and lawful attorney and agent of the undersigned, each with power of
substitution, to do any and all acts and things for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid and to execute any and all
instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of August, 1997.
/s/ Peter T. Grauer
--------------------------
PETER T. GRAUER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of DecisionOne
Holdings Corp. does hereby constitute and appoint Kirk B. Wortman, the true
and lawful attorney and agent of the undersigned, each with power of
substitution, to do any and all acts and things for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid and to execute any and all
instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of August, 1997.
/s/ Lawrence M.v.D. Schloss
----------------------------
LAWRENCE M.v.D. SCHLOSS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of DecisionOne
Holdings Corp. does hereby constitute and appoint Kirk B. Wortman, the true
and lawful attorney and agent of the undersigned, each with power of
substitution, to do any and all acts and things for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid and to execute any and all
instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of August, 1997.
/s/ Tom G. Greig
--------------------------
TOM G. GREIG
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of DecisionOne
Holdings Corp. does hereby constitute and appoint Peter T. Grauer, the true
and lawful attorney and agent of the undersigned, each with power of
substitution, to do any and all acts and things for and on behalf of the
undersigned and in the name of the undersigned and in the capacity or
capacities of the undersigned as aforesaid and to execute any and all
instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 30th day of July, 1997.
/s/ Kirk B. Wortman
--------------------------
KIRK B. WORTMAN
