As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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ON-SITE SOURCING, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1648470
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1111 N. 19th Street, 6th Floor
Arlington, Virginia 22209
(Address of Principal Executive Offices)
(703) 276-1123
(Registrant's telephone number, including area code)
1998 Stock Option Plan
1997 Stock Option Plan
Amended 1996 Stock Option Plan
(Full title of the plan)
Christopher J. Weiler
President
On-Site Sourcing, Inc.
1111 N. 19th Street, 6th Floor
Arlington, Virginia 22209
(703) 276-1123
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With a copy to:
David Charles, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
---------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share Price Fee
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1998 Stock Option Plan Common Stock, par 700,000 2.46 $ 575,192 (1) $159.90
(the "1998 SOP") value $0.01 per share
1997 Stock Option Plan Common Stock, par 500,000 2.46 $1,229,161 (2) $341.71
(the "1997 SOP") value $0.01 per share
Amended 1996 Stock Option Common Stock, par 242,000 2.46 $1,720,087 (3) $478.19
Plan (the "1996 SOP") value $0.01 per share
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(1) In accordance with Rule 457(c) and (h), the aggregate offering price
and the amount of the registration fee are computed on the basis (a)
for 7,033 ungranted options issuable pursuant to the 1998 SOP, a per
share exercise price of $2.188 per share, which is equal to the average
of the high and low prices reported in the Nasdaq Stock Market on April
28, 1999, and (b) for 692,967 options previously granted pursuant to
the 1998 SOP, the weighted average per share exercise price of $2.46
per share.
(2) In accordance with Rule 457(c) and (h), the aggregate offering price
and the amount of the registration fee are computed on the basis (a)
for 3,085 ungranted options issuable pursuant to the 1997 SOP, a per
share exercise price of $2.188 per share, which is equal to the average
of the high and low prices reported in the Nasdaq Stock Market on April
28, 1999, and (b) for 492,967 options previously granted pursuant to
the 1997 SOP, the weighted average per share exercise price of $2.46
per share.
(3) In accordance with Rule 457(c) and (h), the aggregate offering price
and the amount of the registration fee are computed on the basis (a)
for 74,000 ungranted options issuable pursuant to the 1996 SOP, a per
share exercise price of $2.188 per share, which is equal to the average
of the high and low prices reported in the Nasdaq Stock Market on April
28, 1999, and (b) for 168,000 options previously granted pursuant to
the 1996 SOP, the weighted average per share exercise price of $2.46
per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. On-Site Sourcing, Inc. (the "Registrant" or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) The Company's Report on Form 10-KSB for the period ended December
31, 1998.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1998.
(c) The description of the Company's Common Stock which is incorporated
by reference in the Prospectus on Form 424B4 filed by the Company on July 11,
1997, including any amendment or report filed for the purpose of updating such
description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
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Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law, the Company has
included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the bylaws of the Company provide that the Company is required to
indemnify its officers and directors, employees and agents under certain
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and the Company is required to advance expenses to
its officers and directors as incurred in connection with proceedings against
them for which they may be indemnified. The bylaws provide that the Company,
among other things, will indemnify such officers and directors, employees and
agents against certain liabilities that may arise by reason of their status or
service as directors, officers, or employees (other than liabilities arising
from willful misconduct of a culpable nature), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted. The Company
believes that its charter provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this registration statement is
incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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;
(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;
(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) 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 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.
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(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 any 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 reflating 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 Commission such
indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
[The remainder of this page is intentionally left blank.]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Arlington, Virginia on the 26th day of April, 1999.
On-Site Sourcing, Inc.
By: /s/ Christopher J. Weiler
---------------------------------
Christopher J. Weiler
Chairman of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Christopher J.
Weiler and Alfred T. Duncan as his true and lawful attorney-in-fact each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
for all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Christopher J. Weiler Chairman of the Board, Chief April 26, 1999
- ------------------------- Executive Officer and President
Christopher J. Weiler (Principal Executive Officer)
/s/ Alfred T. Duncan Executive Vice President,
- ------------------------- Chief Financial Officer and April 26, 1999
Alfred T. Duncan Secretary (Principal Financial
and Accounting Officer)
/s/ Allen C. Outlaw Director April 26, 1999
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Allen C. Outlaw
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<PAGE>
Signature Title Date
/s/ Lance Waagner Director April 26, 1999
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Lance Waagner
/s/ Charles B. Millar Director April 26, 1999
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Charles B. Millar
/s/ Jorge R. Forgues Director April 26, 1999
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Jorge R. Forgues
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EXHIBIT INDEX
Exhibit
Number Description
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4* 1998 Stock Option Plan
4.1** 1997 Stock Option Plan
4.2*** Amended 1996 Stock Option Plan
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered
23 Consent of Reznick Fedder & Silverman, PC, as independent public
accountant
24 Power of attorney (included on signature pages of this Registration
Statement)
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* Incorporated herein by reference to the Schedule 14A (File No. 000-20947)
as filed with the Commission on December 1, 1998.
** Incorporated herein by reference to Exhibit 10.23 to the Form SB-2 Post
Effective Amendment Number 1 as filed with the Commission on February 18,
1997.
*** Incorporated herein by reference to Exhibit 10.24 to the Form SB-2 Post
Effective Amendment Number 1 as filed with the Commission on February 18,
1997.
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WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037-1420
May 3, 1999
On-Site Sourcing, Inc.
1111 N. 19th Street, 6th Floor
Arlington, Virginia 22209
Re: On-Site Sourcing, Inc. Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to On-Site Sourcing, Inc., a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of the shares of Common Stock
of the Company, par value $0.01 per share (the "Shares"), to be issued pursuant
to the Company's (i) 1998 Stock Option Plan (the "1998 SOP"), (ii) 1997 Stock
Option Plan (the "1997 SOP"), and (iii) Amended 1996 Stock Option Plan (the
"1996 SOP", and collectively with the 1998 SOP and 1997 SOP, the "Plans"). For
the purposes of this opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary. For the
purposes of this opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary.
Based solely upon the foregoing, and upon our examination of
such questions of law and statutes as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that: (a) the Shares have
been lawfully and duly authorized; and (b) such Shares will be validly issued,
fully paid and nonassessable upon payment of the exercise price established
pursuant to the Plans.
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On-Site Sourcing, Inc.
May 3, 1999
Page 2
We are members of the bar of the District of Columbia and do
not hold ourselves out as being experts in the law of any other state. This
opinion is limited to the laws of the United States and the General Corporation
Law of Delaware. Although we do not hold ourselves out as being experts in the
laws of Delaware, we have made an investigation of such laws to the extent
necessary to render our opinion. Our opinion is rendered only with respect to
the laws and the rules, regulations and orders thereunder that are currently in
effect.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared for your use in connection with the filing of the Registration
Statement on May 3, 1999, and should not be quoted in whole or in part or
otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ Duane Morse
-----------------------
Duane Morse, a partner
Exhibit 23.1
REZNICK FEDDER & SILVERMAN
Certified Public Accountants o A Professional Corporation
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4520 East West Highway o Suite 300 o Bethesda, Maryland 20814-3319 o Phone (301) 652-1848
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On-Site Sourcing, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999, with respect to the
financial statements of On-site Sourcing, Inc. included in its Annual Report on
Form 10-K for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
Reznick Fedder & Silverman
Bethesda, Maryland
April 30, 1999
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Two Hopkins Plaza 212 S. Tryon Street 745 Atlantic Avenue Two Premier Plaza, 5th Floor
Suite 2100 Suite 1180 Suite 800 5605 Glenridge Drive
Baltimore, MD 21201 Charlotte, NC 28281 Boston, MA 02111 Atlanta, GA 30342
Phone (410) 783-4900 Phone (704) 332-9100 Phone (617) 423-5855 Phone (404) 847-9447
Fax (410) 727-0460 Fax (704) 332-6444 Fax (617) 423-6651 Fax (617) 847-9495
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