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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1998
REGISTRATION NO. 333-44335
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
MLC HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
Delaware 6172 54-1817218
(State or other jurisdiction of (Primary standard industrial classification (I.R.S. employer identification
Incorporation or organization) code number) number)
</TABLE>
11150 SUNSET HILLS ROAD, SUITE 110
RESTON, VIRGINIA 22090
(703) 834-5710
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-----------------------------------
STEVEN J. MENCARINI
Chief Financial Officer
MLC HOLDINGS, INC.
11150 Sunset Hills Road, Suite 110
Reston, Virginia 22090
(703) 834-5710
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
BENTON BURROUGHS, JR., ESQ.
KATHLEEN L. CERVENY, ESQ.
Hazel & Thomas, P.C.
3110 Fairview Park Drive, Suite 1400
Falls Church, Virginia 22042
Tel: (703) 641-4200; Facsimile: (703) 641-4340
-----------------------------------
Approximate date of commencement of proposed sale of the securities
to the public: As soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
452(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth the various expenses expected to be incurred
by the Registrant in connection with the sale and distribution of the
securities being registered hereby other than underwriting discounts and
commissions. All amounts are estimated except the Securities and Exchange
Commission registration fee and the Nasdaq listing fee.
<TABLE>
<S> <C>
SEC registration fee $10,494
Nasdaq listing fee $17,500
Printing and engraving expenses $ 3,500
Legal fees and expenses $35,000
Blue Sky fees and expenses $ 2,000
Accounting fees and expenses $15,000
Miscellaneous $ 3,000
-------
Total $86,494
=======
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Ninth Article of the Certificate of Incorporation of the
Registrant provides:
"No person shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as
a director; provided, however, that the foregoing 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) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit."
The Tenth Article of the Certificate of Incorporation of the
Registrant provides:
"The Corporation shall indemnify, in the manner and to the
fullest extent permitted by the Delaware General Corporation Law (and
in the case of any amendment thereto, to the extent that such
amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), any person (or the estate of any
person) who is or was a party to, or is threatened to be made a party
to, any threatened, pending or completed action, suit or proceeding,
whether or not by or in the right of the Corporation, and whether
civil, criminal, administrative, investigative or otherwise, by reason
of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as
a director or officer of another corporation, partnership, joint
venture, trust or other enterprise including service with respect to
an employee benefit plan. The Corporation may, to the fullest extent
permitted by the Delaware General Corporation Law, purchase and
maintain insurance on behalf of any such person against any liability
which may be asserted against such person. To the fullest extent
permitted by the Delaware General Corporation Law, the indemnification
provided herein may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement and any such expenses
may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or
on behalf of the person seeking
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indemnification to repay such amounts if it is ultimately determined
that he or she is not entitled to be indemnified. The indemnification
provided herein shall not be deemed to limit the right of the
Corporation to indemnify any other person for any such expenses to the
fullest extent permitted by the Delaware General Corporation Law, nor
shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the Corporation may be entitled under any
agreement, the Corporation's Bylaws, vote of stockholders or
disinterested directors, or otherwise, both as to action in such
person's official capacity and as to action in another capacity while
holding such office. The Corporation may, but only to the extent that
the Board of Directors may (but shall not be obligated to) authorize
from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article Tenth as they
apply to the indemnification and advancement of expenses of directors
and officers of the Corporation."
Section 145 of the Delaware General Corporation Law empowers the
Registrant to indemnify its officers and directors under certain circumstances.
The pertinent provisions of that statute read as follows:
"(a) A corporation may 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 (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is
a party or is threatened to be a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any claim,
issue or matter therein, he shall
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be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the
corporation in advance of the final deposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employer or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in
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good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."
The Registrant has purchased a directors' and officers' liability
insurance contract which provides, within stated limits, reimbursement either
to a director or officer whose actions in his capacity result in liability, or
to the Registrant, in the event it has indemnified the director or officer
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions referenced in Item 12 of this Registration Statement
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 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 hereunder, 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 Act and will be governed by the final adjudication of such
issue.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) The Company has sold the following unregistered securities
since its inception in 1996:
(i) On July 1, 1997 the Company issued 161,329 shares of
Common Stock in a private placement.
(ii) Effective July 24, 1997, the Company issued 260,978
shares of Common Stock pursuant to an Agreement and
Plan of Merger with Compuventures of Pitt County,
Inc. ("Compuventures") in exchange for the
outstanding shares of Compuventures common stock.
(iii) Effective September 29, 1997 the Company issued
498,997 shares of Common Stock pursuant to an
Agreement and Plan of Merger with Educational
Computer Concepts, Inc. ("ECCI") in exchange for the
outstanding shares of ECCI common stock.
(iv) The Company has granted options to purchase an
aggregate of 482,150 shares of its Common Stock to
its officers, directors and employees pursuant to its
option and stock purchase plans as of December 3,
1997.
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(b) There were no underwriters, brokers or finders employed in
connection with any of the transactions set forth in Item 15(a).
(c) The issuances described in Item 15(a) were deemed to be exempt
from registration under the Securities Act in reliance upon Section 4(2)
thereof as transactions not involving a public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Exhibits
Exhibit
Number Description
2.1(4) Agreement and Plan of Merger dated July 24, 1997, by and
among MLC Holdings, Inc., MLC Network Solutions, Inc.,
Compuventures of Pitt County, Inc., and the Stockholders of
Compuventures of Pitt County, Inc.
2.2(5) Agreement and Plan of Merger dated September 29, 1997 by and
among MLC Holdings, Inc., MLC Acquisition Corp., Educational
Computer Concepts, Inc. and the Stockholders of Educational
Computer Concepts, Inc.
3.1(5) Certificate of Incorporation of the Company, as amended
3.2(1) Bylaws of the Company
4.1(1) Specimen certificate of Common Stock of the Company
5.1 Opinion of Hazel & Thomas, P.C.
10.1(1)* 1996 Stock Incentive Plan (see 10.21 below for amended version)
10.2(1)* 1996 Outside Directors Stock Option Plan (see 10.23 below for
amended version)
10.3(1)* 1996 Nonqualified Stock Option Plan (see 10.24 below for
amended version)
10.4(1)* 1996 Incentive Stock Option Plan (see 10.22 below for amended
version)
10.5(1) Form of Indemnification Agreement entered into between the
Company and its directors and officers.
10.6(1) Lease dated July 14, 1993 for principal executive office
located in Reston, Virginia, together with amendment thereto
dated March 18, 1996
10.7(1)* Form of Employment Agreement between the Registrant and
Philip G. Norton
10.8(1)* Form of Employment Agreement between the Registrant and Bruce
M. Bowen
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Exhibit
Number Description
10.9(1)* Form of Employment Agreement between the Registrant and
William J. Slaton
10.10(1)* Form of Employment Agreement between the Registrant and
Kleyton L. Parkhurst
10.11(1) Form of Irrevocable Proxy and Stock Rights Agreement
10.12(1) First Amended and Restated Business Loan and Security
Agreement by and between the Company and First Union Bank of
Virginia, N.A.
10.13(1) Loan Modification and Extension Agreement by and between the
Company and First Union National Bank of Virginia, N.A.
10.14(1) Credit Agreement by and Between the Company and NationsBanc
Leasing Corporation
10.15(1) Loan Modification and Extension Agreement
10.16(2) Text of Loan and Security Agreement dated January 31, 1997
between MLC Group, Inc. and Heller Financial, Inc.
10.17(2) Text of First Amendment to Loan and Security Agreement dated
March 12, 1997 between MLC Group, Inc. and Heller Financial,
Inc.
10.18(3) Credit Agreement dated as of June 5, 1997, by and between MLC
Group, and CoreStates Bank, N.A.
10.19(3)* Form of Employment Agreement between the Registrant and
Thomas B. Howard, Jr.
10.20(3)* Form of Employment Agreement between the Registrant and
Steven J. Mencarini
10.21(5)* MLC Master Stock Incentive Plan
10.22(5)* Amended and Restated Incentive Stock Option Plan
10.23(5)* Amended and Restated Outside Director Stock Option Plan
10.24(5)* Amended and Restated Nonqualified Stock Option Plan
10.25(5)* 1997 Employee Stock Purchase Plan
10.26(5) Amendment No. 1 dated September 5, 1997 to Credit Agreement
dated June 5, 1997 between MLC Group, Inc. and CoreStates
Bank, N.A.
21.1(6) Subsidiaries of the Company
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Exhibit
Number Description
23.1(6) Consent of Deloitte & Touche LLP
23.2(6) Consent of Herbein & Company, Inc.
23.3 Consent of Hazel & Thomas, P.C. included in Exhibit 5.1
24.1(6) Power of Attorney included in Form S-1 signature page
27.1(6) Financial Data Schedule
99.1(6) Independent Auditor's Report of Herbein & Company, Inc. as
to ECCI
- -------------------
* Indicates a management contract or compensatory plan or arrangement.
(1) Incorporated herein by reference to the indicated exhibit filed as part of
the Registrant's Registration Statement on Form S-1 (No. 333-11737).
(2) Incorporated herein by reference to Exhibits 5.1 and 5.2 filed as part of
the registrant's Form 8-K filed March 28, 1997.
(3) Incorporated herein by reference to the indicated exhibit filed as part of
the registrant's Form 10-K filed on June 30, 1997.
(4) Incorporated herein by reference to the indicated exhibit filed as part of
the registrant's Form 8-K filed on August 8, 1997.
(5) Incorporated herein by reference to the indicated exhibit filed as part of
the registrant's Form 10-Q filed on November 14, 1997.
(6) Previously filed and incorporated herein by reference.
b. Fianancial Statement Schedule
S-1 Schedule II - Valuation and Qualifying Account for the Three Years Ended
March 31, 1995, 1996 and 1997 and for the Six Months Ended September 30,
1996 and 1997 (unaudited). Previously filed and incorporated herein by
reference.
ITEM 17. UNDERTAKINGS
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 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;
(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;
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(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 remain unsold at the
termination of the offering.
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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunder authorized,
in the County of Fairfax, Commonwealth of Virginia, on this 6th day of February,
1998.
MLC HOLDINGS, INC.
By: /s/ PHILLIP G. NORTON
----------------------------------------
Phillip G. Norton, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ PHILLIP G. NORTON Chairman of the Board, President 2/6/98
- ----------------------- and Chief Executive Officer
Phillip G. Norton (Principal Executive Officer)
*
- ----------------------- Executive Vice President and Chief 2/6/98
Thomas B. Howard, Jr. Operating Officer of MLC Group
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
*
- ------------------------ Director and Executive Vice President 2/6/98
Bruce M. Bowen
/s/ STEVEN J. MENCARINI
- ------------------------ Senior Vice President and 2/6/98
Steven J. Mencarini Chief Financial Officer
(Principal Financial and Accounting
Officer)
- ------------------------ Director
Jonathan J. Ledecky
*
- ------------------------ Director 2/6/98
Terrence O'Donnell
*
- ------------------------ Director 2/6/98
Carl J. Rickertsen
* By: /s/ PHILLIP G. NORTON
---------------------- 2/6/98
Phillip G. Norton
Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description
5.1 Opinion of Hazel & Thomas, P.C.
23.3 Consent of Hazel & Thomas, P.C. included in Exhibit
5.1
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EXHIBIT 5.1
February 6, 1998
Board of Directors
MLC Holdings, Inc.
11150 Sunset Hills Road, Suite 110
Reston, VA 20190
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel for MLC Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement on Form S-1, Registration No. 333-44335,
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), relating to the offering of 2,000,000 shares (the "Acquisition Shares")
of Common Stock, $.01 par value per share (the "Common Stock"). The Registration
Statement also relates to an aggregate of 964,305 shares (the "Selling
Stockholder Shares") of Common Stock for offer and sale by the holders thereof
(the "Selling Stockholders").
We have examined the Certificate of Incorporation and By-Laws of the
Company, the minutes of the various meetings and written consents of the Board
of Directors and stockholders of the Company, the form of certificate
representing the Common Stock, originals or copies of all such records of the
Company, agreements, certificates of public officials, certificates of officers
and representatives of the Company and others, and such other documents,
certificates, records, authorizations, proceedings, statutes and judicial
decisions as we have deemed necessary to form the basis of the opinions
expressed below. In such examination, we have assumed that the executed version
of all documents submitted to us in draft form will conform to the draft
versions thereof filed as exhibits to the Registration Statement, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as
copies thereof. We are admitted to practice in Virginia; we are not admitted to
practice in Delaware. However, we are generally familiar with the Delaware
General Corporation Law and have made such review thereof as we consider
necessary for the purpose of rendering this opinion. Subject to the foregoing,
we do not herein give any opinion with respect to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware.
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Board of Directors
MLC Holdings, Inc.
February 6, 1998
Page 2
Based upon the foregoing and in reliance thereon and subject to the
effectiveness of the Registration Statement under the Act, we are of the opinion
that:
1. The Acquisition Shares have been duly authorized and, when issued
and sold in accordance with the Prospectus, will be legally issued, fully paid
and nonassessable.
2. The Selling Stockholder Shares have been duly authorized and, when
sold in accordance with the Prospectus, will be legally issued, fully paid and
nonassessable.
We hereby consent to be named in the Registration Statement and the
Prospectus contained therein as attorneys who have passed upon certain legal
matters in connection with the securities offered thereby under the caption
"Legal Matters." We further consent to your filing of a copy of this opinion as
an exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations
thereunder.
Very truly yours,
/S/ Hazel & Thomas, P.C.
Hazel & Thomas, P.C.
