<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)
Amended and Restated
Donnelley Enterprise Solutions Incorporated
1996 Stock Incentive 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, 100,000 $13.0625(2) $1,306,250.00(2) $396.00
$.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>
This Registration Statement is being filed with respect to the
registration of additional shares of common stock, par value $.01 per share
("Common Stock"), of Donnelley Enterprise Solutions Incorporated (the
"Company"). The contents of the earlier effective registration statement (File
No. 333-15549) are incorporated in this Registration Statement by reference.
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 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 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).
<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 and 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
---------- -------- ----
<S> <C> <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 100,000 shares of common stock, par value $.01 per share, of the
Company ("Common Stock") to be issued under the Company's Amended and Restated
1996 Stock Incentive 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.
Arthur Andersen LLP
Chicago, Illinois
August 8, 1997
