<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1997
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
1997 Non-Employee Director 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, 75,000 $13.0625(2) $979,687.50(2) $297.00
$.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 the
average of the high and low sale prices of the Common Stock reported in the
Nasdaq National Market Issues on August 7, 1997.
================================================================================
<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 Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997; and
(c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in the Company's Registration Statement on
Form 8-A, filed on October 10, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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 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 (included in the signature page of this
Registration Statement).
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 5th day of
August, 1997.
DONNELLEY ENTERPRISE SOLUTIONS
INCORPORATED
By: /s/ Rhonda I. Kochlefl
----------------------
Rhonda I. Kochlefl
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Rhonda I. Kochlefl and Luke F.
Botica, and each or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and 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 and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying anc confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, 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.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<C> <S> <C>
/s/ Rhonda I. Kochlefl Chairman, President and Chief Executive Officer August 5, 1997
- ----------------------- (principal executive officer)
Rhonda I. Kochlefl
/s/ Luke F. Botica Senior Vice President and Chief Financial Officer August 5, 1997
- ----------------------- (principal financial officer)
Luke F. Botica
/s/ Leo S. Spiegel Senior Vice President and Chief August 5, 1997
- ----------------------- Technology Officer and Director
Leo S. Spiegel
/s/ Thomas A. Munro Corporate Controller August 5, 1997
- ----------------------- (principal accounting officer)
Thomas A. Munro
/s/ Daniel I. Malina Director August 5, 1997
- -----------------------
Daniel I. Malina
/s/ Charles F. Moran Director August 5, 1997
- -----------------------
Charles F. Moran
/s/ W. Ed Tyler Director August 5, 1997
- -----------------------
W. Ed Tyler
</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 (included in the signature page of this
Registration Statement).
________________________
*Filed herewith
<PAGE>
Exhibit 5
[LETTERHEAD OF SIDLEY & AUSTIN]
August 8, 1997
Donnelley Enterprise Solutions Incorporated
161 N. Clark Street
Chicago, Illinois 60601
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")
relating to 75,000 shares of common stock, par value $.01 per share, of the
Company ("Common Stock") to be issued under the Company's 1997 Non-Employee
Director Stock Plan (the "Plan").
We are familiar with the First Amended and Restated Certificate of
Incorporation and the By-laws of the Company and all amendments thereto and
resolutions of the Board of Directors of the Company relating to the 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 herein. 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.
<PAGE>
Donnelley Enterprise Solutions Incorporated
August 8, 1997
Page 2
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.
2. Each share of Common Stock will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such share of Common Stock shall have been duly
issued pursuant to the authorization of the Board of Directors or a duly
authorized committee thereof, in the manner contemplated by the Plan; 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 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 to the sale of shares of common stock.
This opinion is limited to 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 incorporation by
reference in this registration statement of our reports dated February 21, 1997
included in Donnelley Enterprise Solutions Incorporated's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Anderson LLP
Chicago, Illinois
August 8, 1997
