<PAGE> 1
As filed with the Securities and Exchange Commission on December 13, 1996
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
LCC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 54-1807038
- ---------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ARLINGTON COURTHOUSE PLAZA II
2300 CLARENDON BOULEVARD, SUITE 800
ARLINGTON, VA 22201
--------------------
(Address of principal executive offices)
LCC INTERNATIONAL, INC. 1996 EMPLOYEE STOCK OPTION PLAN
LCC INTERNATIONAL, INC. DIRECTORS STOCK OPTION PLAN
LCC INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
PIYUSH SODHA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LCC INTERNATIONAL, INC.
ARLINGTON COURTHOUSE PLAZA II, SUITE 800
ARLINGTON, VA 22201
(703) 351-6666
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
STEVEN M. KAUFMAN, ESQ.
LORRAINE SOSTOWSKI, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price (3) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A COMMON STOCK,
PAR VALUE $.01 3,894,000 (1) $ 11.25 (2) $43,807,500 $13,275
- ------------------------------------------------------------------------------------------------------------------------------
CLASS B COMMON STOCK,
PAR VALUE $.01 250,000 (3) (3) (3) (3)
==============================================================================================================================
</TABLE>
(1) Consists of (i) 3,224,000 shares pursuant to the 1996 Employee Stock
Option Plan, (ii) 310,000 shares (including 250,000 shares issuable upon
conversion of Class B Common Stock) pursuant to the Directors Stock Option Plan
and (iii) 360,000 shares pursuant to the Employee Stock Purchase Plan.
<PAGE> 2
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of the registration fee. The proposed maximum offering
price per share was determined by calculating the weighted average exercise
price of (i) 2,155,473 shares being offered under outstanding options at a
weighted average exercise price of $6.27, (ii) 671,750 shares being offered
under outstanding options at an exercise price of $16 per share, and (iii)
1,066,777 shares being offered at an exercise price of $18.31 based on the
average of the high and low prices per share of Class A Common Stock on
December 9, 1996 as reported on the Nasdaq Stock Market.
(3) 250,000 shares pursuant to the Directors Stock Option Plan. Shares of
Class B Common Stock are convertible into shares of Class A Common Stock. The
registration fee for the Class B Common Stock is included in the fee paid for
the Class A Common Stock into which it is convertible.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be 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 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
LCC International, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents filed by
it with the Commission:
(a) The Registrant's final prospectus dated
September 24, 1996 as filed with the
Commission pursuant to Rule 424(b) of the
Securities Act, which contains audited
financial statements as of December 31, 1994
and 1995 and for each of the years in the
three-year period ended December 31, 1995;
(b) The description of the Registrant's Class A
Common Stock, par value $.01 per share (the
"Class A Common Stock"), contained in the
Registrant's Registration Statement on Form
8-A filed with the Commission on August 16,
1996;
(c) The Registrant's Form 10-Q dated November 13,
1996 filed with the Commission on November
13, 1996, which contains unaudited financial
statements for the fiscal quarter ended
September 30, 1996.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 (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 remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents or reports.
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 modifies or supersedes such 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 to the Class A Common Stock, which is
registered under Section 12 of the Exchange Act.
The Class B common stock, par value $.01 per share, of the
Registrant (the "Class B Common Stock"), which may be owned only by Telcom
Ventures, L.L.C. ("Telcom Ventures") and certain of its affiliates or a
successor thereof, has ten votes per share. Except as otherwise required
<PAGE> 4
by law, shares of Class A Common Stock and Class B Common Stock vote together
on all matters, including the election of directors.
The Company may not issue any Class B Common Stock at any time
after September 30, 1996 except pursuant to any stock option plan adopted by
the Board of Directors and approved by the stockholders and except with respect
to stock dividends declared on Class B Common Stock. Each outstanding share of
Class B Common Stock may, at the option of the holder thereof, at any time, be
converted into one share of Class A Common Stock. Each share of outstanding
Class B Common Stock shall convert into one share of Class A Common Stock
immediately (i) upon transfer to any holder other than the following
("Eligible Class B Stockholders"): (A) Telcom Ventures, one or more subsidiaries
thereof or any successor to Telcom Ventures or one or more subsidiaries
thereof, (B) Cherrywood Holdings, Inc. or any successor thereto or (C) any one
or more of Dr. Rajendra Singh, Neera Singh, other members of the immediate
family of Dr. Rajendra Singh and Neera Singh or their lineal descendants or
spouses, or any trusts for the benefit of any of the foregoing, (ii) at such
time as the shares of Class B Common Stock held by the Eligible Class B
Stockholders in the aggregate constitute 10% or less of the outstanding
common stock of the Registrant or (iii) if any holder thereof is no
longer an Eligible Class B Stockholder.
Holders of Class B Common Stock will have no cumulative voting
rights and no preemptive, subscription, or sinking fund rights. Subject to
preferences that may be applicable to any then outstanding Preferred Stock,
holders of Class B Common Stock will be entitled to receive ratably, along with
holders of Class A Common Stock, such dividends as may be declared by the Board
of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Class B
Common Stock will be entitled to share ratably, along with holders of Class A
Common Stock, in all assets remaining after payment of liabilities and the
liquidation preference of any then outstanding Preferred Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the
"Delaware Law") empowers a corporation to indemnify its directors and officers
and to purchase insurance with respect to liability arising out of their
capacity or status as directors provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) arising under Section 174 of the Delaware
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. The Delaware Law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, any
agreement, vote of stockholders or otherwise. The Registrant's Certificate of
Incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware Law and provides that to
the fullest extent permitted by law, the Registrant shall fully indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust employee benefit plan or other
enterprise, 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.
The Registrant has entered into separate indemnification
agreements with each of its directors and executive officers pursuant to which
the Registrant has agreed, among other things,
<PAGE> 5
and subject to certain limited exceptions: (i) to indemnify them to the
fullest extent permitted by law against any liabilities and expenses (including
attorneys' fees) reasonably incurred in connection with any threatened, pending
or completed action or other proceeding arising from the fact that they are
each in an Indemnifiable Capacity or because of anything done or not done by
each of them in such Indemnifiable Capacity, and (ii) to advance funds to cover
any such expenses no later than thirty days after demand. An Indemnifiable
Capacity is defined as the fact that the person is or was a director or
executive officer of the Registrant, or, while a director or executive officer
of the Registrant, is or was serving at the request of the Registrant as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, nonprofit entity, employee benefit plan or other
enterprise.
The effect of the foregoing is to require the Registrant to
indemnify the officers and directors of the Registrant for any claim arising
against such persons in their official capacities if such person acted in good
faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
* * *
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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein by reference).
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C>
4.3 Form of Class A and Class B Common Stock Certificates (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein by reference).
4.4 LCC International, Inc. 1996 Employee Stock Option Plan (filed as Exhibit 10.14 to the
Registrant's Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein by
reference).
4.5 Form of LCC International, Inc. 1996 Employee Stock Option Plan Non-Incentive Stock Option
Agreement for outstanding options under the LCC International, Inc. 1996 Employee Stock Option
Plan.
4.6 LCC International, Inc. Directors Stock Option Plan (filed as Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein by reference).
4.7 LCC International, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.15 to the Registrant's
Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein by reference).
4.8 Amendment No. 1 to LCC International Inc. Employee Stock Purchase Plan.
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being registered.
23.1 Consent of KPMG PEAT MARWICK LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature pages).
99.1 Form of Indemnity Agreement between LCC International, Inc. and each of Rajendra Singh, Neera
Singh, Piyush Sodha, Mark D. Ein, Arno A. Penzias, J. Michael Bonin, Kathryn M. Condello, Peter A.
Deliso, Richard Hozik, Frank F. Navarette, Donald R. Rose and Gerard L. Vincent (filed as Exhibit
10.32 to the Registrant's Registration Statement on Form S-1 (File No. 333-6067), and incorporated
herein by reference).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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
<PAGE> 7
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.
(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) The undertaking concerning indemnification is as set
forth under the response to Item 6.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Arlington, Commonwealth of Virginia on the 12th day
of December, 1996.
LCC INTERNATIONAL, INC.
BY: /s/ PIYUSH SODHA
-------------------------------------------
Piyush Sodha
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Piyush Sodha and Richard Hozik jointly
and severally, each in his own capacity, as true and lawful attorneys-in-fact,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ RAJENDRA SINGH Chairperson of the Board of Directors December 12, 1996
---------------------------------------
Rajendra Singh
/s/ PIYUSH SODHA Director, President and Chief Executive December 12, 1996
--------------------------------------- Officer
Piyush Sodha (Principal Executive Officer)
/s/ RICHARD HOZIK Senior Vice President, December 12, 1996
--------------------------------------- Treasurer and Chief Financial Officer
Richard Hozik (Principal Financial Officer and Principal
Accounting Officer)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ NEERA SINGH Director December 12, 1996
---------------------------------------
Neera Singh
/s/ MARK D. EIN Director December 12, 1996
---------------------------------------
Mark D. Ein
/s/ ARNO A. PENZIAS Director December 12, 1996
---------------------------------------
Arno A. Penzias
</TABLE>
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
4.1 Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.1 to the *
Registrant's Registration Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the *
Registrant's Registration Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference).
4.3 Form of Class A and Class B Common Stock Certificates(filed as Exhibit 4.1 to the *
Registrant's Registration Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference).
4.4 LCC International, Inc. 1996 Employee Stock Option Plan (filed as Exhibit 10.14 *
to the Registrant's Registration Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference).
4.5 Form of LCC International, Inc. 1996 Employee Stock Option Plan Non-Incentive
Stock Option Agreement for outstanding options under the LCC International, Inc.
1996 Employee Stock Option Plan..
4.6 LCC International, Inc. Directors Stock Option Plan (filed as Exhibit 10.13 to *
the Registrant's Registration Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference).
4.7 LCC International, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.15 to *
the Registrant's Registration Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference).
4.8 Amendment No. 1 to LCC International, Inc. Employee Stock Purchase Plan.
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being
registered.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion filed as Exhibit 5.1 *
hereto).
24.1 Power of Attorney (included on signature pages). *
99.1 Form of Indemnity Agreement between LCC International, Inc. and each of Rajendra *
Singh, Neera Singh, Piyush Sodha, Mark D. Ein, Arno A. Penzias, J. Michael Bonin,
Kathryn M. Condello, Peter A. Deliso, Richard Hozik, Frank F. Navarette, Donald
R. Rose and Gerard L. Vincent (filed as Exhibit 10.32 to the Registrant's
Registration Statement on Form S-1 (File No. 333-6067), and incorporated herein
by reference).
</TABLE>
*incorporated by reference
<PAGE> 1
EXHIBIT 4.5
FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
1. GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PARACHUTE LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. TERMS OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. VESTING IN OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6. TERM AND EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Option Period and Limitations on Exercise . . . . . . . . . . . . . . . . . . . . . . 3
(c) Limitations on Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(d) Method of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF OPTIONS AFTER SECURITIES ARE
PUBLICLY TRADED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Termination of Employment or Other Relationship . . . . . . . . . . . . . . . . . . . 4
(b) Rights in the Event of Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Rights in the Event of Disability . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. REQUIREMENTS OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. EFFECT OF CHANGES IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(a) Changes in Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(b) Reorganization in Which the Corporation Is the Surviving Corporation . . . . . . . . 7
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C> <C>
(c) Dissolution, Liquidation, Sale of Assets, Reorganization in Which the
Corporation Is Not the Surviving Corporation, Etc. . . . . . . . . . . . . . . . 7
(d) Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) No Limitations on Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. FORFEITURE OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14. WITHHOLDING OF TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 9
17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
18. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
19. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
20. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
- ii -
<PAGE> 4
This Stock Option Agreement is made as of September 27, 1996, by and
between LCC International, Inc., a Delaware (the "Corporation"), and
________________________, an individual who is employed by, or providing
services to, the Corporation or one of its Affiliates (the "Optionee").
WHEREAS, the Board of Directors and stockholders of the Corporation have
duly adopted and approved the LCC International, Inc. 1996 Employee Stock
Option Plan (the "Plan"), which Plan authorizes the Corporation to grant to
eligible individuals options for the purchase of shares of the Corporation's
Class A Common Stock, par value $.01 per share (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and in its
best interests to grant to the Optionee, pursuant to the Plan, an option to
purchase a certain number of shares of Stock, in order to provide the Optionee
with an incentive to advance the interests of the Corporation and any Affiliate
thereof;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:
1. GRANT OF OPTION
Subject to the terms of the Plan (attached hereto as Exhibit A), the
Corporation hereby grants to the Optionee the right and option (the "Option")
to purchase from the Corporation, on the terms and subject to the conditions
set forth in the Plan and in this Option Agreement, _______ shares of Stock.
This Option shall not constitute an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
The date of grant of this Option is September 24, 1996, the date on which the
grant of the Option was approved by the Compensation and Stock Option Committee
of the Board of Directors of the Corporation (the "Committee").
2. PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Stock Option Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Optionee and Corporation, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this Section (the "Other Agreements"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
compensation of the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Optionee (a "Benefit Arrangement"), the Optionee shall have no right to
receive
<PAGE> 5
any payment or other benefit under the Plan, if, and to the extent that, such
payment or benefit, taking into account all other payments or benefits to or
for the Optionee under the Plan, all Other Agreements, and all Benefit Plans,
would cause any payment or benefit to the Optionee under this Stock Option
Agreement to be considered a "parachute payment" within the meaning of Section
280G(b)(2) of the Code as then in effect (a "Parachute Payment").
3. TERMS OF PLAN
The Option granted pursuant to this Stock Option Agreement is granted
subject to the terms and conditions set forth in the Plan. All terms and
conditions of the Plan are hereby incorporated into this Stock Option Agreement
by reference and shall be deemed to be part of this Stock Option Agreement,
without regard to whether such terms and conditions are not otherwise set forth
in this Stock Option Agreement. To the extent any capitalized words used in
this Stock Option Agreement are not defined, they shall have the definitions
stated for them in the Plan. In the event that there is any inconsistency
between the provisions of this Stock Option Agreement and of the Plan, the
provisions of the Plan shall govern.
4. OPTION PRICE
The purchase price (the "Option Price") for each share subject to the
Option granted by this Stock Option Agreement is $_____.
5. VESTING IN OPTIONS
The Option becomes vested as to _____ percent of the shares
purchasable pursuant to the Option on _____________ (the first "Anniversary
Date"), if Optionee has been providing services to the Corporation or any of
its Affiliates continuously from the date of grant to the Anniversary Date.
Thereafter, so long as continuous service has not been interrupted, the Option
becomes vested as to an additional _________ percent of the shares subject to
the Option after each of the next ______ Anniversary Dates. Service for this
purpose includes service as an employee, director, advisor or consultant
providing bona fide services to the Corporation or any of its Affiliates. For
purposes of this Stock Option Agreement, termination of service would not be
deemed to occur if the Optionee, after terminating service in one capacity,
continues to provide service to the Corporation or any of its Affiliates in
another capacity. Termination of service is sometimes also referred to herein
as termination of employment or other relationship with the Corporation or any
of its Affiliates.
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<PAGE> 6
6. TERM AND EXERCISE OF OPTION
(a) TERM
The Option shall terminate and all rights to purchase the shares
thereunder shall cease upon the expiration of ten years after the Grant Date,
unless terminated earlier pursuant to another provision of this Stock Option
Agreement.
(b) OPTION PERIOD AND LIMITATIONS ON EXERCISE
The Optionee may exercise the Option (subject to the limitations on
exercise set forth in this Stock Option Agreement and in the Plan), to the
extent the Option is vested and has not terminated. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the Grant Date of
the Option, so as to accelerate the time at which the Option may be exercised.
The time at which the Option may be exercised will be accelerated and the
Option shall be exercisable, in whole or in part, at any time and from time to
time prior to termination of the Option after termination of employment by
reason of death of Optionee or "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of the Optionee.
(c) LIMITATIONS ON EXERCISE OF OPTION
Notwithstanding the foregoing Sections, in no event may the Option be
exercised: (i) in whole or in part, after ten years following the Grant Date,
as set forth in Section 1 above, (ii) following termination of employment or
other relationship for Cause (as defined below), (iii) if securities of the
Corporation or of any successor are not Publicly Traded, after twelve months
following termination of employment or other relationship other than for Cause,
or (iv) if securities of the Corporation or of any successor are Publicly
Traded, following termination of employment or other relationship except as
provided in Sections 7(a), 7(b), and 7(c) below. If securities of the
Corporation or of any successor are not Publicly Traded, the Option may be
exercised following termination of employment or other relationship other than
for Cause, to the extent vested at the time of such termination for the lesser
of twelve months from the date of termination of employment or ten years from
the Grant Date. For purposes of this Stock Option Agreement, "Cause" means (i)
gross negligence or willful misconduct in connection with the performance of
duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of any employment, consulting
or other services, confidentiality, intellectual property or non-competition
agreements, if any, between Optionee and the Corporation or any of its
Affiliates.
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<PAGE> 7
(d) METHOD OF EXERCISE
The Option may be exercised to the extent that shares have become
exercisable hereunder by delivery to the Corporation on any business day, at
its principal office addressed to the attention of the Committee, of written
notice of exercise, which notice shall specify the number of shares for which
the Option is being exercised, and shall be accompanied by payment in full of
the Option Price of the shares for which the Option is being exercised.
Payment of the Option Price for the shares of Stock purchased pursuant to the
exercise of the Option shall be made (i) in cash or by certified check payable
to the order of the Corporation; (ii) through the tender to the Corporation of
shares of Stock, which shares shall be valued, for purposes of determining the
extent to which the Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (iii) by a combination of the methods
described in Sections 6(d)(i) and 6(d)(ii) hereof. Payment in full of the
Option Price need not accompany the written notice of exercise provided the
notice directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker acceptable to
the Corporation as the agent for the individual exercising the Option and, at
the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price plus the amount (if any) of federal
and/or other taxes which the Corporation may, in its judgment, be required to
withhold with respect to the exercise of the Option. An attempt to exercise
any Option granted hereunder other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of an Option and the
payment in full of the Option Price of the shares of Stock covered thereby, the
Optionee shall be entitled to the issuance of a Stock certificate or
certificates evidencing such individual's ownership of such shares. An
individual holding or exercising the Option shall have none of the rights of a
stockholder until the shares of Stock covered thereby are fully paid and issued
to such individual and, except as provided in Section 10 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date of such issuance.
7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF OPTIONS AFTER
SECURITIES ARE PUBLICLY TRADED
(a) TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP
If securities of the Corporation or of any successor are Publicly
Traded, the Option shall remain exercisable for thirty (30) days following a
termination of the employment or other relationship of the Optionee with the
Corporation or any of its Affiliates, other than for Cause or by reason of the
death or "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code), to the extent such Option was vested at the time of
termination. At the end of such thirty (30) day
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<PAGE> 8
period, the Option shall terminate unless notice is given exercising such
Option, and such Optionee shall have no further right to purchase shares
pursuant to such Option. If the termination of employment or other
relationship is for Cause, the Option shall terminate on the termination of
employment or other relationship. Whether a leave of absence or leave on
military or government service shall constitute a termination of employment or
other relationship for purposes of this Stock Option Agreement shall be
determined by the Committee, which determination shall be final and conclusive.
(b) RIGHTS IN THE EVENT OF DEATH
If securities of the Corporation or of any successor are Publicly
Traded, after the Optionee dies while employed by, or in the service of, the
Corporation or any of its Affiliates, the executors or administrators or
legatees or distributees of such Optionee's estate shall have the right at any
time within 180 days after the date of such Optionee's death, and prior to
termination of the Option pursuant to Section 6(a) above, to exercise, in whole
or in part, any Option held by such Optionee at the date of such Optionee's
death, whether or not such Option was exercisable immediately prior to such
Optionee's death.
(c) RIGHTS IN THE EVENT OF DISABILITY
If securities of the Corporation or of any successor are Publicly
Traded, after the Optionee terminates employment or other relationship with the
Corporation or any of its Affiliates by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of the
Optionee, then such Optionee shall have the right, at any time within 180 days
after such termination of employment or other relationship and prior to
termination of the Option pursuant to Section 6(a) above, to exercise, in whole
or in part, the Option held by such Optionee at the date of such termination of
employment or other relationship, whether or not such Option was exercisable
immediately prior to such termination of employment or other relationship.
Whether a termination of employment or other relationship is to be considered
by reason of "permanent and total disability" for purposes of this Stock Option
Agreement shall be determined by the Committee, which determination shall be
final and conclusive.
8. TRANSFERABILITY.
During the lifetime of the Optionee, only such Optionee (or, in the
event of legal incapacity or incompetency, the Optionee's guardian or legal
representative) may exercise the Option.
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<PAGE> 9
9. REQUIREMENTS OF LAW
The Corporation shall not be required to sell or issue any securities
under the Option if the sale or issuance of such securities would constitute a
violation by the Optionee, the individual exercising the Option, or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any securities
subject to the Option upon any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the issuance or purchase of securities hereunder, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the 1933 Act, upon the exercise of the Option, unless a registration statement
under such act is in effect with respect to the securities covered by the
Option, the Corporation shall not be required to sell or issue such securities
unless the Committee has received evidence satisfactory to it that the holder
of such Option may acquire such securities pursuant to an exemption from
registration under such act. Any determination in this connection by the
Committee shall be final, binding, and conclusive. The Corporation may, but
shall in no event be obligated to, register any securities covered hereby
pursuant to the 1933 Act. The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of securities pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable until the securities
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.
10. EFFECT OF CHANGES IN CAPITALIZATION
(a) CHANGES IN STOCK
If the number of outstanding shares of Stock is increased or
decreased or the shares of Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Corporation on account of
any recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Corporation, occurring after the date of grant of the
Option, the number and kind
- 6 -
<PAGE> 10
of shares of Stock for which the Option was granted shall be adjusted
proportionately and accordingly so that the proportionate interest of the
Optionee immediately following such event shall, to the extent practicable, be
the same as immediately before such event. Any such adjustment in the Option
shall not change the aggregate Option Price payable with respect to shares that
are subject to the unexercised portion of the Option but shall include a
corresponding proportionate adjustment in the Option Price per share.
(b) REORGANIZATION IN WHICH THE CORPORATION IS THE SURVIVING
CORPORATION
Subject to Subsection 10(c) hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger, or consolidation of the
Corporation with one or more other corporations, the Option shall pertain to
and apply to the securities to which a holder of the number of shares of Stock
subject to the Option would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization,
merger, or consolidation.
(c) DISSOLUTION, LIQUIDATION, SALE OF ASSETS, REORGANIZATION IN
WHICH THE CORPORATION IS NOT THE SURVIVING CORPORATION,
ETC.
The Option shall terminate (i) upon the dissolution or liquidation of
the Corporation, or (ii) upon a merger, consolidation, or reorganization of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or (iii) upon a sale of substantially all of the
assets of the Corporation to another person or entity, or (iv) upon any
transaction (including, without limitation, a merger, consolidation or
reorganization in which the Corporation is the surviving corporation) that is
approved by the Board and that results in any person or entity (other than
persons who are holders of Stock of the Corporation at the time the Plan is
approved by the stockholders and other than an Affiliate) owning 80 percent or
more of the combined voting power of all classes of stock of the Corporation,
except to the extent provision is made in writing in connection with any such
transaction covered by clauses (i) through (iv) for the assumption of the
Option or for the substitution for the Option of a new option(s) covering the
stock of a successor entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and exercise
prices, in which event the Option theretofore granted shall continue in the
manner and under the terms so provided. In the event of any such termination
of the Option, the Optionee shall have the right (subject to the general
limitations on
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<PAGE> 11
exercise set forth in Section 6), during such period occurring before such
termination as the Committee in its sole discretion shall determine and
designate, and in any event immediately before the occurrence of such
termination, to exercise such Option in whole or in part, to the extent that
such Option was otherwise exercisable at the time such termination occurs. The
Corporation shall send written notice of a transaction or event that will
result in such a termination to Optionee not later than the time at which the
Corporation gives notice thereof to its stockholders.
(d) ADJUSTMENTS
Adjustments under this Section 10 related to stock or securities of
the Corporation shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. No fractional shares of Stock or
units of other securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share or unit.
(e) NO LIMITATIONS ON CORPORATION
The grant of the Option shall not affect or limit in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.
11. DISCLAIMER OF RIGHTS
No provision in this Stock Option Agreement shall be construed to
confer upon any individual the right to remain in the employ or service of the
Corporation or any of its Affiliates, or to interfere in any way with any
contractual or other right or authority of the Corporation or any of its
Affiliates either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other
relationship between any individual and the Corporation or any of its
Affiliates. In addition, notwithstanding anything contained in the Plan to the
contrary, the Option shall not be affected by any change of duties or position
of the Optionee (including a transfer to or from the Corporation or any of its
Affiliates), so long as such Optionee continues to be an employee of, or
otherwise in the service of, the Corporation or any of its Affiliates.
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<PAGE> 12
12. FORFEITURE OF RIGHTS
The Corporation at any time shall have the right to cause a
forfeiture of the rights of the Optionee on account of the Optionee taking
actions in competition with the Corporation. Unless otherwise specified in an
employment or other agreement between the Corporation and the Optionee, the
Optionee takes actions in competition with the Corporation if he or she
directly or indirectly owns any interest in, operates, joins, controls or
participates as a partner, director, principal, officer, or agent of, enters
into the employment of, acts as a consultant to, or performs any services for,
any entity which has material operations which compete with any business in
which the Corporation or any of its Subsidiaries is engaged during the
Optionee's employment or other relationship with the Corporation or any of its
Affiliates or at the time of the Optionee's termination of employment or other
relationship.
13. CAPTIONS
The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.
14. WITHHOLDING OF TAXES
The Corporation shall have the right to deduct from payments of any
kind otherwise due to an Optionee any federal, state, or local taxes of any
kind required by law to be withheld with respect to any payments, distributions
and property transferred under this Stock Option Agreement. At the time of
exercise, the Optionee shall pay to the Corporation any amount that the
Corporation may reasonably determine to be necessary to satisfy such
withholding obligation.
15. SEVERABILITY
If any provision of the Plan or this Stock Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable
and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT
All decisions and interpretations made by the Corporation or the
Committee with regard to any question arising under the Plan or this Stock
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<PAGE> 13
Option Agreement shall be final, binding and conclusive on the Corporation and
the Optionee and any other person entitled to exercise the Option as provided
for herein.
17. GOVERNING LAW
The validity and construction of this Stock Option Agreement shall be
governed by the laws of the State of Delaware but not including the choice of
law rules thereof.
18. BINDING EFFECT
Subject to all restrictions provided for in this Stock Option
Agreement, the Plan and by applicable law limiting assignment and transfer of
this Stock Option Agreement and the Option provided for herein, this Stock
Option Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors, and
assigns.
19. NOTICE
All notices or other communications which may be or are required to
be given by any party to any other party pursuant to this Stock Option
Agreement shall be in writing and shall be mailed by first-class, registered
or certified mail, return receipt requested, postage prepaid, or transmitted by
hand delivery or telecopier (fax), addressed as follows:
If to the Corporation:
LCC International, Inc.
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Attention: Compensation and Stock Option Committee
Telecopy: (703) 243-8779
If to Optionee:
At the address set forth below under Optionee's name at the
foot of this Agreement.
Each party may designate by notice in writing a new address to which any notice
or other communication may thereafter be so given. Each notice or other
communication which shall be mailed, delivered or transmitted in the manner
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<PAGE> 14
described above, shall be deemed sufficiently given for all purposes at such
time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or, with respect to a telecopy, upon
acknowledgment of receipt thereof and in all cases at such time as delivery is
refused by the addressee upon presentation.
20. ENTIRE AGREEMENT
This Stock Option Agreement and the Plan together constitute the
entire agreement and supersede all Awards granted or entered into with the
Optionee pursuant to the LCC, L.L.C. 1994 Phantom Membership Plan and the LCC,
L.L.C. 1996 Employee Option Plan and all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof. Neither this Stock Option Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Corporation and the Optionee; provided, however, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but
no such waiver shall operate as or be construed to be a subsequent waiver of
the same provision or a waiver of any other provision hereof.
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<PAGE> 15
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.
LCC INTERNATIONAL, INC.
By:
-------------------------------------
Piyush Sodha, President and
Chief Executive Officer
OPTIONEE:
----------------------------------------
[Insert Name of Optionee]
ADDRESS FOR NOTICE TO OPTIONEE:
----------------------------------------
----------------------------------------
----------------------------------------
[Insert Optionee Address]
EXHIBIT A: LCC INTERNATIONAL, INC. 1996 EMPLOYEE STOCK OPTION PLAN
- 12 -
<PAGE> 1
EXHIBIT 4.8
AMENDMENT NO. 1
TO
LCC INTERNATIONAL,INC. EMPLOYEE STOCK PURCHASE PLAN
Effective December 11, 1996, the LCC International, Inc.
Employee Stock Purchase Plan (the "Plan") is amended as follows:
1. The following provisions are hereby added at the end of Section 6:
"An eligible employee may elect to have deducted a whole percentage
amount of not more than ten (10) percent of "eligible compensation"
which the employee is entitled to receive on each pay day. For
purposes of this Plan, "eligible compensation" includes base
compensation only and does not include overtime pay, bonuses,
commissions, employer contributions to any retirement, profit-sharing
or similar plan, housing or other expense allowances or any similar
remuneration. The Committee shall have sole and final authority to
determine whether any remuneration constitutes "eligible compensation."
2. The reference to "subsection 16(a)" in the proviso of the last
sentence thereof is hereby changed to "subsection 15(a)."
This Amendment No. 1 to the LCC International, Inc. Employee
Stock Purchase Plan was duly approved by the Compensation and Stock Option
Committe of the Board of Directors of the Corporation by unanimous written
consent dated December 11, 1996.
/s/ PETER A. DELISO
---------------------------------------
Secretary
<PAGE> 1
EXHIBIT 5.1
December 13, 1996
Board of Directors
LCC International, Inc.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, VA 22201
Gentlemen:
This firm has acted as special counsel to LCC International, Inc.
(the "Company"), a Delaware corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of (i) 3,894,000 shares of Class A
common stock, par value $.01 per share, (the "Class A Common Stock") of the
Company, issuable upon the exercise of options granted under the LCC
International, Inc. 1996 Employee Stock Option Plan and the LCC International,
Inc. Directors Stock Option Plan (including 250,000 shares of Class A Common
Stock issuable upon conversion of the Class B common stock, par value $.01 per
share, (the "Class B Common Stock") of the Company issuable upon the exercise
of certain options granted under the LCC International, Inc. Directors Stock
Option Plan) and pursuant to the LCC International, Inc. Employee Stock
Purchase Plan, as amended (collectively, the "Plans") and (ii) 250,000 shares
of Class B Common Stock issuable upon the exercise of certain options granted
under the LCC International, Inc. Directors Stock Option Plan. The foregoing
shares of Class A Common Stock and Class B Common Stock are hereafter
collectively referred to as the "Shares." This letter is furnished to you
pursuant to the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with such registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
<PAGE> 2
Board of Directors
December 13, 1996
Page 2
2. A copy of the Plans, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.
3. The Restated Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of Delaware on
September 20, 1996 and by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
4. The Amended and Restated By-laws of the Company, as certified
by the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. Resolutions and consents of the Board of Directors of the
Company adopted on July 23, 1996 and August 26, 1996, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect, relating to, among
other things, approval of the Plans.
6. Resolutions and consents of the Compensation and Stock Option
Committee of the Board of Directors of the Company adopted on
September 24, 1996 and December 11, 1996, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect, relating to among other things,
the grant of options under, and the approval of amendments to,
certain of the Plans.
7. Resolutions and consents of the stockholders of the Company
adopted on August 26, 1996, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect, relating to, among other things, approval of the
Plans.
We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including the
organization, existence, good standing, assets, business or affairs of the
Company or its subsidiaries. In our examination of the aforesaid certificates,
records, and documents, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity, accuracy and completeness
of all documents
<PAGE> 3
Board of Directors
December 13, 1996
Page 3
submitted to us as originals, and the authenticity, accuracy and completeness
and conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. We have assumed the
authenticity and accuracy of the foregoing certifications of corporate
officers, on which we are relying, and have made no independent investigations
thereof. This opinion is given in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement, the Plans and the stock
option agreements effecting grants thereunder (including without limitation in
the case of shares of Class A Common Stock issued and delivered upon
conversion of shares of Class B Common Stock, upon the occurrence of the
events giving rise to conversion as stated in the Registration Statement),
with the Company having received the consideration therefor, the form of which
is in accordance with applicable law and assuming compliance with all other
contractual obligations applicable thereto, will be validly issued, fully paid
and non-assessable by the Company.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this letter, and should not be quoted in
whole or in part or otherwise be referred to, nor be filed with or furnished to
any governmental agency or other person or entity, without the prior written
consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
To The Board of Directors
LCC International, Inc.:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the headings "Selected Consolidated Financial
Data" and "Experts" in the prospectus.
KPMG Peat Marwick LLP
Washington, DC
December 12, 1996
