<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 13-3160717
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
161 NORTH CLARK STREET, SUITE 2400 60601
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
1996 STOCK INCENTIVE PLAN
1996 BROAD-BASED EMPLOYEE STOCK PLAN
(Full title of the plans)
RHONDA I. KOCHLEFL
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
161 N. CLARK STREET, SUITE 2400
CHICAGO, ILLINOIS 60601
(312) 419-7600
(Name, address, and telephone number,
including area code, of agent for service)
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to be to be offering aggregate registration fee
registered registered price per offering
share price
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 $25.00, $25.63(2) $10,055,062(2) $3,047
$.01 par value shares(1)
==============================================================================================
</TABLE>
(1) This registration statement also covers an additional and indeterminate
number of shares as may become issuable because of the provisions of the
Plan relating to adjustments for changes resulting from stock dividends,
stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i) as
to options to purchase 312,600 shares of Common Stock, a $25.00 purchase
price per share and (ii) as to 87,400 shares of Common Stock, the average
of the high and low sale prices of the Common Stock reported in the Nasdaq
National Market Issues on October 31, 1996.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Donnelley Enterprise Solutions
Incorporated (the "Company") are incorporated herein by reference:
(a) The Company's Prospectus dated October 30 1996, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act of
1933");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995; and
(c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in a registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 ("Section 145") of the General
Corporation Law of the State of Delaware (the "Delaware GCL") which provides for
indemnification of directors and officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's First Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty as directors
except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the Delaware GCL (unlawful payment of dividends) or (iv)
transactions from which a director derives an improper personal benefit.
The Certificate of Incorporation of the Company provides for
indemnification of directors and officers to the fullest extent permitted by the
Delaware GCL, as amended from time to time. It states that the indemnification
provided therein shall not be deemed exclusive. The Company may maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss, under the provisions of the Delaware GCL.
Pursuant to Section 145, the Company maintains directors' and
officers' liability insurance coverage.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
------- -----------
4(a) First Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Registration Statement on
Form S-1 (File No. 333-10127), Exhibit 3.1).
4(b) By-laws of the Company (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-10127), Exhibit 3.2).
5 Opinion of Sidley & Austin.
23(a) Consents of Arthur Andersen LLP.
23(b) Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24 Powers of Attorney.
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 the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
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;
(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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remained unsold at the
termination of the offering.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on this 4th day of
November, 1996.
DONNELLEY ENTERPRISE SOLUTIONS
INCORPORATED
By: /s/ Rhonda I. Kochlefl
__________________________
Rhonda I. Kochlefl
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
-------- -------- ----
<S> <C> <C>
/s/ Rhonda I. Kochlefl Chairman, President and Chief Executive Officer November 4, 1996
- ---------------------- (Principal executive officer)
Rhonda I. Kochlefl
* Senior Vice President and Chief Financial Officer November 4, 1996
- ---------------------- (principal financial and accounting officer)
Luke F. Botica
* Senior Vice President and Chief November 4, 1996
- ---------------------- Technology Officer and Director
Leo S. Spiegel
* Director November 4, 1996
- ----------------------
Daniel I. Malina
* Director November 4, 1996
- ----------------------
W. Ed Tyler
*By /s/ Rhonda I. Kochlefl
________________________________________
Rhonda I. Kochlefl
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4(a) First Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Registration Statement on
Form S-1 (File No. 333-10127), Exhibit 3.1).
4(b) By-laws of the Company (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-10127), Exhibit 3.2).
5* Opinion of Sidley & Austin.
23(a)* Consents of Arthur Andersen LLP.
23(b)* Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24* Powers of Attorney.
________________________
*Filed herewith
<PAGE>
EXHIBIT 5
November 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Donnelley Enterprise Solutions Incorporated
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Donnelley Enterprise Solutions Incorporated, a
Delaware corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act") relating to the offer and sale of 400,000 shares of
common stock, par value $.01 per share, of the Company ("Shares") pursuant to
the Company's 1996 Stock Incentive Plan (the "Incentive Plan") and 1996 Broad-
Based Employee Stock Plan (the "Employee Stock Plan").
We have examined and relied upon a copy of the Incentive Plan, the Employee
Stock Plan and the Registration Statement. We have also examined the First
Amended and Restated Certificate of Incorporation and the By-laws of the Company
and all amendments thereto and the resolutions of the Board of Directors of the
Company relating to the Incentive Plan, the Employee Stock Plan and the
Registration Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and others, have examined such questions of law and have satisfied
ourselves as to such matters of fact as we have considered relevant and
necessary as a basis for the opinions set forth below. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware; and
2. Each Share will be legally issued, fully paid and nonassessable
when: (i) the Registration Statement shall have become effective under the
Securities Act; (ii) such Share shall have been duly issued and sold in the
manner contemplated by the Incentive Plan or the Employee Stock Plan, as
the case may be; and (iii) a certificate representing such Share shall have
been duly executed, countersigned and registered and duly delivered to the
purchaser thereof against payment of the agreed consideration therefor (not
less than the par value thereof) in accordance with the applicable Plan.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states or the District of Columbia to the sale of
shares of Common Stock.
This opinion is limited to the Securities Act and the General Corporation
Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement on Form S-8 filed on November 5, 1996.
Arthur Andersen LLP
Chicago, Illinois
November 4, 1996
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our report
dated March 19, 1996 on LANSystems, Inc. consolidated financial statements
included in or made a part of this Registration Statement on Form S-8 filed on
November 5, 1996.
Arthur Andersen LLP
New York, New York
November 4, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Rhonda I. Kochlefl his or
her true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a director
and/or officer of Donnelley Enterprise Solutions Incorporated, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and any and all amendments to such Registration Statement,
including post-effective amendments, and to deliver on behalf of the undersigned
such Registration Statement and any and all amendments thereto, as each thereof
is so executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact full power of substitution
and revocation in the premises and hereby ratifies and confirms all that such
attorney-in-fact may do or cause to be done by virtue of these presents.
Dated: October 31, 1996
/s/ Daniel I. Malina
--------------------
Daniel I. Malina
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Rhonda I. Kochlefl his or
her true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a director
and/or officer of Donnelley Enterprise Solutions Incorporated, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and any and all amendments to such Registration Statement,
including post-effective amendments, and to deliver on behalf of the undersigned
such Registration Statement and any and all amendments thereto, as each thereof
is so executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact full power of substitution
and revocation in the premises and hereby ratifies and confirms all that such
attorney-in-fact may do or cause to be done by virtue of these presents.
Dated: September 25, 1996
/s/ Leo S. Spiegel
------------------
Leo S. Spiegel
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Rhonda I. Kochlefl his or
her true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a director
and/or officer of Donnelley Enterprise Solutions Incorporated, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and any and all amendments to such Registration Statement,
including post-effective amendments, and to deliver on behalf of the undersigned
such Registration Statement and any and all amendments thereto, as each thereof
is so executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact full power of substitution
and revocation in the premises and hereby ratifies and confirms all that such
attorney-in-fact may do or cause to be done by virtue of these presents.
Dated: October 31, 1996
/s/ Luke F. Botica
------------------
Luke F. Botica
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Rhonda I. Kochlefl his or
her true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a director
and/or officer of Donnelley Enterprise Solutions Incorporated, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and any and all amendments to such Registration Statement,
including post-effective amendments, and to deliver on behalf of the undersigned
such Registration Statement and any and all amendments thereto, as each thereof
is so executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorney-in-fact full power of substitution
and revocation in the premises and hereby ratifies and confirms all that such
attorney-in-fact may do or cause to be done by virtue of these presents.
Dated: October 31, 1996
/s/ W. Ed Tyler
---------------
W. Ed Tyler
