As filed with the Securities and Exchange Commission on October 31, 1996.
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPEN PLAN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1515256
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4299 Carolina Avenue, Building C, Richmond, Virginia 23222
(Address of Principal Executive Offices) (Zip Code)
------------------
OPEN PLAN SYSTEMS, INC.
1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
Stan A. Fischer With a copy to:
4299 Carolina Avenue, Building C Robert E. Spicer, Jr., Esquire
Richmond, Virginia 23222 Williams, Mullen, Christian & Dobbins
(804) 228-5600 1021 East Cary Street, 16th Floor
(Name, Address and Telephone Number, Richmond, Virginia 23219
Including Area Code, of Agent for Service)
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== ================= ========================= ====================== ===================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to Registered(1) Offering Price per Aggregate Offering Registration Fee
be Registered Share(2) Price
=============================== ================= ========================= ====================== ===================
<S> <C> <C> <C> <C>
Common Stock, no par value 25,000 $9.75 $243,750 $100
=============================== ================= ========================= ====================== ===================
</TABLE>
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split,
stock dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(h), the offering price is based on the average
of the high ($10.00) and low ($9.50) prices as reported on the Nasdaq
National Market System on October 29, 1996.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
(1) the Registrant's Prospectus filed on May 31, 1996 pursuant
to Rule 424(b)(4) of the Securities Act of 1933, as amended
(the "Securities Act");
(2) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996, filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(3) the Registrant's Reports on Form 10-C, filed June 12, 1996 and
June 17, 1996;
(4) the Registrant's Current Reports on Form 8-K filed
July 2, 1996 and October 16, 1996; and
(5) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed May
20, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modified or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the shares of Common Stock that constitute original
issuance securities will, when issued pursuant to the terms and conditions of
the Plan, be validly issued, fully paid and nonassessable. Attorneys employed by
the firm beneficially owned an aggregate of 7,000 shares of the Registrant's
Common Stock as of October 22, 1996.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Amended and Restated Articles of Incorporation of the Registrant
contain provisions indemnifying the directors and officers of the Registrant. In
addition, the Amended and Restated Articles of Incorporation of the Registrant
eliminate the personal liability of the Registrant's directors and officers to
the Registrant or its shareholders for monetary damages to the full extent
permitted by Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Amended and Restated Articles of Incorporation of Open Plan
Systems, Inc., attached as Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2, as amended, Registration
No. 333-3188, incorporated herein by reference.
4.2 Amended and Restated Bylaws of Open Plan Systems, Inc.,
attached as Exhibit 3.2 to the Registrant's Registration
Statement on Form SB-2, as amended, Registration No.
333-3188, incorporated herein by reference.
4.3 Form of Stock Certificate, attached as Exhibit 4 to the
Registrant's Registration Statement on Form SB-2, as amended,
Registration No. 333-3188, incorporated herein by reference.
4.4 Open Plan Systems, Inc. 1996 Stock Option Plan for
Non-Employee Directors.
5.1 Opinion of Williams, Mullen, Christian & Dobbins.
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Martin, Dolan & Holton, Ltd.
24 Powers of Attorney.
Item 9. Undertakings
The undersigned Registrant hereby undertakes that it will
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this
Registration Statement to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or
events which, individually or together,
represent a fundamental change in the
information in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than a 20
percent change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
Registration Statement; and
(iii) Include any additional or changed material
information on the plan of distribution;
provided, however, that paragraph (1)(i) and (1)(ii) shall not
apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required in a post-effective
amendment is incorporated by reference from periodic reports
filed by the Registrant under the Exchange Act.
(2) For determining liability under the Securities Act,
treat each such post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Open Plan
Systems, Inc., 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 Richmond, Commonwealth of
Virginia, on this 21st day of October, 1996.
OPEN PLAN SYSTEMS, INC.
By: /s/ Stan A. Fischer
--------------------------------
Stan A. Fischer
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Stan A. Fischer President and Director October 21, 1996
- -------------------------------------- (Principal Executive Officer)
Stan A. Fischer
/s/ Gary M. Farrell Chief Financial Officer, October 21, 1996
- --------------------------------------- Secretary and Director
Gary M. Farrell (Principal Financial and Accounting
Officer)
* Director
- ---------------------------------------
Troy A. Peery, Jr.
* Director
- ---------------------------------------
Anthony F. Markel
* Director
- ---------------------------------------
Theodore L. Chandler, Jr.
<PAGE>
* Director
- ---------------------------------------
Robert F. Mizell
* Director
- ---------------------------------------
C.T. Hill
</TABLE>
*Gary M. Farrell, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and filed as exhibits to this
Registration Statement.
Date: October 21, 1996 /s/ Gary M. Farrell
-----------------------------------
Gary M. Farrell
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4.1 Amended and Restated Articles of Incorporation of Open Plan
Systems, Inc., attached as Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2, as amended, Registration
No. 333-3188, incorporated herein by reference.
4.2 Amended and Restated Bylaws of Open Plan Systems, Inc.,
attached as Exhibit 3.2 to the Registrant's Registration
Statement on Form SB-2, as amended, Registration No. 333-3188,
incorporated herein by reference.
4.3 Form of Stock Certificate, attached as Exhibit 4 to the
Registrant's Registration Statement on Form SB-2, as amended,
Registration No. 333-3188, incorporated herein by reference.
4.4 Open Plan Systems, Inc. 1996 Stock Option Plan for
Non-Employee Directors.
5.1 Opinion of Williams, Mullen, Christian & Dobbins.
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Martin, Dolan & Holton, Ltd.
24 Powers of Attorney.
OPEN PLAN SYSTEMS, INC.
1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(as amended November 1, 1996)
Article I
DEFINITIONS
1.01 Affiliate means any "subsidiary" or "parent corporation"
(within the meaning of Section 424 of the Code) of the Company.
1.02 Agreement means a written agreement (including any amendment
or supplement thereto) between the Company and a Participant specifying the
terms and conditions of a Grant issued to such Participant.
1.03 Board means the Board of Directors of the Company.
1.04 Code means the Internal Revenue Code of 1986, and any
amendments thereto.
1.05 Commission means the Securities and Exchange Commission or
any successor agency.
1.06 Committee means the Compensation Committee of the Board.
1.07 Common Stock means the Common Stock of the Company.
1.08 Company means Open Plan Systems, Inc.
1.09 Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
1.10 Fair Market Value means, on any given date, the mean
between the highest and lowest reported sales prices of Common Stock as reported
on the Nasdaq National Market System. If there is no regular public trading
market for the Common Stock, the Fair Market Value shall be determined by the
Committee in good faith.
1.11 Grant means a grant of an Option.
1.12 Non-Employee Director means a member of the Board who is
not an employee of the Company or an Affiliate.
1.13 Option means a stock option that entitles the holder to
purchase from the Company under the terms of the Plan the number of shares of
Common Stock set forth in Article IV at the Option Price.
1.14 Option Price means the price per share for Common Stock
purchased on the exercise of an Option as provided in Article IV.
1.15 Participant means a Non-Employee Director who is eligible to
receive a Grant under the Plan.
1.16 Rule 16b-3 means Rule 16b-3, as promulgated by the
Commission under Section 16(b) of the Exchange Act, as amended from time to
time.
1.17 Securities Broker means the registered securities broker
acceptable to the Company who agrees to effect the cashless exercise of an
Option pursuant to Section 7.03 hereof.
1.18 Subsidiary means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
Article II
PURPOSE
The Plan is intended to associate the interests of the Non-Employee
Directors with those of the Company and its shareholders through increased
equity ownership, to assist the Company in recruiting and retaining individuals
of ability and experience who are not employed by the Company to serve on the
Board and its committees and to provide incentive to those individuals by
enabling them to participate in the future success of the Company.
Article III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have all the powers vested in it by the terms of the Plan, which powers include
the authority (within the limitations described herein) to prescribe the form of
the Agreements evidencing Grants under the terms of the Plan. The Committee,
subject to the provisions of the Plan, shall have the power to construe the
Plan, to determine all questions arising thereunder and to adopt and amend such
rules and regulations for the administration of the Plan as it may deem
desirable, consistent with the provisions of the Plan. Any decision of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
number or the Secretary or any other officer of the Company to execute and
deliver documents on behalf of the Committee. No member of the Committee shall
be liable for anything done or omitted to be done by such member or by any other
member of the Committee in connection with the Plan, except in circumstances
involving actual bad faith. All costs and expenses of administering the Plan
shall be borne by the Company.
Article IV
GRANTS OF OPTIONS
Every Non-Employee Director who serves on the Board during the term of
the Plan is eligible to receive Grants. Each Non-Employee Director serving on
the Board as of July 1, 1996 shall be granted an Option. Every Non-Employee
Director who continues to serve in such capacity on the date that is the first
business day following each Annual Meeting of Shareholders during the term of
the Plan shall be granted an Option on each such date. Each Option shall be for
the purchase by the Participant of 1,000 shares of Common Stock at a price per
share equal to the Fair Market Value of a share of Common Stock on the date of
the Grant. Each Option shall be evidenced by an Agreement issued by the
Committee in the form prescribed by the Committee and consistent with the terms
of the Plan.
Article V
AMOUNT OF STOCK
The total number of shares of Common Stock reserved and available for
issuance upon exercise of Options granted under the Plan shall be 25,000 shares,
subject to adjustment as provided in Article VIII below. The Common Stock to be
issued may be either authorized and unissued shares, issued shares acquired by
the Company or its Subsidiaries, or any combination thereof. In the event that
an Option is terminated, in whole or in part, for any reason other than its
exercise, the number of shares of Common Stock allocated to such Option or
terminated portion thereof may be reallocated to other Options to be granted
under the Plan. In the event that the number of shares of Common Stock available
for future Grants under the Plan is insufficient to make all automatic Grants
required to be made on such date, then all Non-Employee Directors shall share
ratably in the number of options available for Grants under the Plan.
Article VI
EXERCISE OF OPTIONS
Each Option shall be first exercisable on the date that is six months
from the date of the grant of the Option and shall continue to be exercisable
for a term of ten years thereafter; provided, however, that: (i) subject to the
six-month exercisability requirement set forth above, an Option shall be
exercisable, in the event of a Participant's death prior to exercising the
Option, by his estate, or the person or persons to whom his rights under the
Option shall pass by will or by the laws of descent and distribution, but only
for a period of two years from the date of the Participant's death or during the
remainder of the period preceding the expiration of the Option, whichever is
shorter; (ii) subject to the six-month exercisability requirement set forth
above, an Option shall be exercisable, if a Participant becomes permanently and
totally disabled (within the meaning of Section 105(d)(4) of the Code) while
serving on the Board prior to exercising the Option, but only for a period of
two years from the date on which he ceases serving on the Board due to such
disability or during the remainder of the period preceding the expiration of the
Option, whichever is shorter; and (iii) subject to the six-month exercisability
period set forth above, in the event that a Participant resigns from or is not
re-elected or does not stand for re-election to the Board or in any other
circumstance approved by the Board in its sole discretion, an Option shall be
exercisable, but only for a period of two years from the date of his resignation
or cessation of service on the Board, or in the period prescribed by the Board
in an approved circumstance, or during the remainder of the period preceding the
expiration of the Option, whichever is shorter. Any Option shall be
nontransferable, except by will or by the laws of descent and distribution as
set forth above. During the lifetime of the Participant to whom an Option is
granted, the Option may be exercised only by the Participant. No right or
interest of a Participant in any Option shall be liable for, or subject to, any
lien, obligation or liability of such Participant or his estate.
Article VII
MANNER OF EXERCISE
7.01 Exercise. Subject to the provisions of Article VI, an Option may
be exercised in whole at any time or in part from time to time. An Option
granted under the Plan may be exercised with respect to any number of whole
shares less than the full number for which the Option could be exercised. Such
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with the Plan with respect to remaining shares
subject to the Option.
7.02 Payment. Payment of the Option Price may be made in cash or by
surrendering previously owned shares of Common Stock to the Company, provided
that the shares surrendered have a Fair Market Value (determined as of the day
preceding the date of exercise) that is not less than such Option Price or part
thereof.
7.03 Cashless Exercise. To the extent permitted under applicable laws
and regulations, at the request of the Participant, the Company will cooperate
in a cashless exercise of an Option. The cashless exercise shall be effected by
the Participant delivering to the Securities Broker instructions to exercise all
or part of the Option, including instructions to sell a sufficient number of
shares of Common Stock to cover the costs and expenses associated therewith.
7.04 Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to an Option until the date that he
exercises such Option.
Article VIII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to shareholders; or (z) direct or indirect assumptions
and/or conversions of outstanding options due to an acquisition of the Company,
then the maximum number of shares as to which Grants may be issued under the
Plan and the number and price of shares of Common Stock subject to Grants shall
be proportionately adjusted, and the terms of Options shall be adjusted, as the
Committee shall determine to be equitably required to retain for the
Participants the equivalent economic benefit of their option(s). Any
determination made under this Article VIII by the Committee shall be final and
conclusive.
The issuance by the Company of shares of Common Stock or securities
convertible into shares of Common Stock, for cash or property or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, any Grant.
Article IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under the Plan except in compliance with all applicable Federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed or the Nasdaq Stock Market. The Company may rely
on an opinion of its counsel as to such compliance. Any share certificate issued
to evidence Common Stock for which an Option is exercised may bear such legends
and statements as the Committee may deem advisable to assure compliance with
Federal and state laws and regulations. No Grant shall be exercisable, no Common
Stock shall be issued, no certificates for shares shall be delivered, and no
payment shall be made under the Plan until the Company has obtained such consent
or approval as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.
Article X
GENERAL PROVISIONS
10.01 Rules of Construction. Headings are given to the articles and
sections of the Plan for ease of reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
10.02 Amendment. The Board may amend or terminate the Plan from time to
time; provided, however, that the Board may amend no more often than once every
six months and no amendment may become effective until shareholder approval is
obtained if the amendment would increase the number of shares that may be issued
hereunder pursuant to Options, increase the benefits to Participants under the
Plan, or change the requirements as to eligibility for participation in the
Plan. Except for an amendment made to cause the Plan or a Grant to qualify for
the Rule 16b-3 exemption, no amendment, without a Participant's consent, shall
adversely affect any rights of such Participant under any Grant outstanding at
the time that such amendment is made.
10.03 No Right. Neither the Plan nor any action taken hereunder shall
be construed as giving any Non-Employee Director any right to be retained in the
service of the Company.
10.04 Unfunded Plan. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of shares upon exercise of any
Option under the Plan, and issuance of shares upon exercise of options shall be
subordinated to the claims of the Company's general creditors.
10.05 Acceptance. By accepting any Option or other benefit under the
Plan, each Participant and each person claiming under or through such person
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company or the Board.
10.06 Rule 16b-3 Compliance. It is the intention of the Company that
the Plan comply in all respects with Rule 16b-3, that any ambiguities or
inconsistencies in construction of the Plan be interpreted to give effect to
such intention and that, if any provision of the Plan is found not to be in
compliance with Rule 16b-3, such provision shall be deemed null and void to the
extent required to permit the Plan to comply with Rule 16b-3. The Board may
adopt rules and regulations under, and may amend, the Plan in furtherance of the
intent of the foregoing.
10.07 Term of Plan. No Grant may be issued under the Plan before the
effective date of the Plan or after the first business day following the 2000
Annual Meeting of Shareholders (the "Termination Date"). Grants issued on or
before the Termination Date shall remain valid in accordance with their terms.
10.08 Effective Date. The Plan has been approved by the Board of
Directors and shareholders of the Company and shall be effective as of March 27,
1996. Amendments to the Plan effective as of November 1, 1996 were approved by
the Board.
[Williams, Mullen, Christian & Dobbins]
October 30, 1996
Board of Directors
Open Plan Systems, Inc.
4299 Carolina Avenue
Building C
Richmond, Virginia 23222
Re: 1996 Stock Option Plan for Non-Employee Directors
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Open Plan Systems, Inc., a Virginia corporation (the
"Company"), with respect to the offer and sale from time to time pursuant to the
1996 Stock Option Plan for Non-Employee Directors (the "Plan"), of up to 25,000
shares of the Company's Common Stock, without par value (the "Shares"). As
counsel to the Company, we have reviewed the registration statement on Form S-8
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933, as amended (the "Act").
In this regard, we have examined the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company, records of
proceedings of the Board of Directors of the Company, the Plan and such other
records and documents as we have deemed necessary or advisable in connection
with the opinions set forth herein. In addition, we have relied as to certain
matters on information obtained from public officials, officers of the Company
and other sources believed by us to be reliable.
Based upon our examination and inquiries, we are of the opinion that
the Shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plan, be validly issued, fully paid
and nonassessable. The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us as counsel to the Company in
the Registration Statement. In giving such consent, we do not thereby admit that
we are persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ WILLIAMS, MULLEN, CHRISTIAN & DOBBINS
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Open Plan Systems, Inc. 1996 Stock Option Plan for
Non-Employee Directors of our report dated March 27, 1996, with respect to the
financial statements of Open Plan Systems, Inc. included in the Registration
Statement (Form SB-2 No. 333-3188) and Prospectus filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Richmond, Virginia
October 28, 1996
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Open Plan Systems, Inc. 1996 Stock Option Plan for
Non-Employee Directors of our report dated March 27, 1995, with respect to the
financial statements of Open Plan Systems, Inc. included in the Registration
Statement (Form SB-2 No. 333-3188) and Prospectus filed with the Securities and
Exchange Commission.
/s/ Martin, Dolan & Holton
--------------------------
MARTIN, DOLAN & HOLTON
Richmond, Virginia
October 28, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Gary M. Farrell as my attorney-in-fact, with
power of substitution, for me in my name, place and stead, in any and all
capacities, to execute and file with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 of the Company, with any and
all schedules, exhibits and other documents pertaining thereto or in connection
therewith, and any and all amendments or supplements thereto, relating to the
registration under the Securities Act of 1933, as amended, of shares of the
Company's Common Stock, no par value (the "Shares"), for issuance and sale under
the Open Plan Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors.
The attorney-in-fact is further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ Stan A. Fischer
---------------------------------------------
Stan A. Fischer
Date: October 21, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Stan A. Fischer as my attorney-in-fact, with
power of substitution, for me in my name, place and stead, in any and all
capacities, to execute and file with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 of the Company, with any and
all schedules, exhibits and other documents pertaining thereto or in connection
therewith, and any and all amendments or supplements thereto, relating to the
registration under the Securities Act of 1933, as amended, of shares of the
Company's Common Stock, no par value (the "Shares"), for issuance and sale under
the Open Plan Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors.
The attorney-in-fact is further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ Gary M. Farrell
---------------------------------------------
Gary M. Farrell
Date: October 21, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Stan A. Fischer and Gary M. Farrell, either of
whom may act individually, as my attorney-in-fact, each with power of
substitution, for me in my name, place and stead, in any and all capacities, to
execute and file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8 of the Company, with any and all schedules,
exhibits and other documents pertaining thereto or in connection therewith, and
any and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares of the Company's Common
Stock, no par value (the "Shares"), for issuance and sale under the Open Plan
Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors. The
attorneys-in-fact are further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ Troy A. Peery, Jr.
---------------------------------------------
Troy A. Peery, Jr.
Date: October 21, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Stan A. Fischer and Gary M. Farrell, either of
whom may act individually, as my attorney-in-fact, each with power of
substitution, for me in my name, place and stead, in any and all capacities, to
execute and file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8 of the Company, with any and all schedules,
exhibits and other documents pertaining thereto or in connection therewith, and
any and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares of the Company's Common
Stock, no par value (the "Shares"), for issuance and sale under the Open Plan
Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors. The
attorneys-in-fact are further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ Anthony F. Markel
---------------------------------------------
Anthony F. Markel
Date: October 21, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Stan A. Fischer and Gary M. Farrell, either of
whom may act individually, as my attorney-in-fact, each with power of
substitution, for me in my name, place and stead, in any and all capacities, to
execute and file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8 of the Company, with any and all schedules,
exhibits and other documents pertaining thereto or in connection therewith, and
any and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares of the Company's Common
Stock, no par value (the "Shares"), for issuance and sale under the Open Plan
Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors. The
attorneys-in-fact are further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ Theodore L. Chandler, Jr.
---------------------------------------------
Theodore L. Chandler, Jr.
Date: October 21, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Stan A. Fischer and Gary M. Farrell, either of
whom may act individually, as my attorney-in-fact, each with power of
substitution, for me in my name, place and stead, in any and all capacities, to
execute and file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8 of the Company, with any and all schedules,
exhibits and other documents pertaining thereto or in connection therewith, and
any and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares of the Company's Common
Stock, no par value (the "Shares"), for issuance and sale under the Open Plan
Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors. The
attorneys-in-fact are further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ Robert F. Mizell
---------------------------------------------
Robert F. Mizell
Date: October 21, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Open Plan Systems, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints Stan A. Fischer and Gary M. Farrell, either of
whom may act individually, as my attorney-in-fact, each with power of
substitution, for me in my name, place and stead, in any and all capacities, to
execute and file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8 of the Company, with any and all schedules,
exhibits and other documents pertaining thereto or in connection therewith, and
any and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares of the Company's Common
Stock, no par value (the "Shares"), for issuance and sale under the Open Plan
Systems, Inc. 1996 Stock Option Plan for Non-Employee Directors. The
attorneys-in-fact are further authorized to execute and deliver all documents,
instruments, agreements and regulatory or governmental filings to the Commission
and any applicable securities or Blue Sky authorities of any state or other
jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ C.T. Hill
---------------------------------------------
C.T. Hill
Date: October 21, 1996
