<PAGE>
As filed with the Securities and Exchange Commission on February 6, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
SANCHEZ COMPUTER ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2161560
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
40 Valley Stream Parkway
Malvern, Pennsylvania 19355
(Address of principal executive offices) (Zip Code)
1988 STOCK OPTION PLAN FOR KEY EMPLOYEES
SANCHEZ COMPUTER ASSOCIATES, INC.
AMENDED AND RESTATED 1995 EQUITY COMPENSATION PLAN
(Full title of the plans)
MICHAEL A. SANCHEZ
Chairman and Chief Executive Officer
Sanchez Computer Associates, Inc.
40 Valley Stream Parkway
Malvern, PA 19355
(Name and address of agent for service)
(610) 296-8877
(Telephone number, including area code, of agent for service)
-----------------------
Copy of all communications to:
N. JEFFREY KLAUDER, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 2,055,533(2) $8.50 $17,472,031 $6,025
par value
===============================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based upon the average of the high and low sales prices
of shares of Common Stock on February 4, 1997, as reported on the Nasdaq
National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, as filed by Sanchez Computer Associates, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement:
(a) The final prospectus dated November 13, 1996 filed by the
Registrant on November 13, 1996 pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
(b) The description of the Common Stock of the Registrant set
forth in the Registrant's Registration Statement on Form 8-A filed by
the Registrant on November 7, 1996 to register such securities under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant 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 that indicates that all securities offered hereby have
been sold or that deregisters all securities then 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.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also 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 hereof.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The consolidated balance sheets of the Registrant as of December 31,
1994 and 1995 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1995 incorporated in this Registration Statement on Form S-8
by reference to the final prospectus dated November 13, 1996 constituting part
of the Registrant's Registration Statement on Form S-1 (File No. 333-12863), as
amended, have been audited by Coopers & Lybrand L.L.P., independent accountants,
as set forth in their report contained therein. Such financial statements are,
and audited annual financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Coopers &
Lybrand L.L.P. pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the
II-1
<PAGE>
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. The corporation is required to indemnify directors and officers
against expenses they may incur in defending actions against them in such
capacities if they are successful on the merits or otherwise in the defense of
such actions.
Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 8.01 of the Company's Bylaws mandates indemnification of any
director or officer who was or is a party to, or is threatened to be made a
party to, or is called as a witness in connection with, any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action brought by or in the right of the Company,
a class of its security holders or otherwise, by reason of the fact that he is
or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against any expenses incurred in connection with any such action.
Indemnification is required and authorized except where the act or failure to
act giving rise to the claim for indemnification is determined by a court in a
final binding adjudication to have constituted willful misconduct or
recklessness, or otherwise unlawful behavior.
Section 8.03 of the Company's Bylaws mandates the advancement of
expenses to any director or officer who incurred such expenses in defending any
action or proceeding in advance of its final disposition provided that if
required by the PBCL or other applicable law, the payment of such expenses be
made only upon receipt of an undertaking by or on behalf of such person to repay
such amount if it is determined that he is not entitled to indemnification.
Reference is made to Section 9 of the Underwriting Agreement (Exhibit
1.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-12863))
which provides for indemnification among the Company and the Selling
Stockholders and the Underwriters (as defined in such Underwriting Agreement).
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
--------
The following exhibits are filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 1988 Stock Option Plan For Key Employees
10.2 Sanchez Computer Associates, Inc. Amended and Restated 1995
Equity Compensation Plan (incorporated by reference to Exhibit
10.1 of the Company's Registration Statement on Form S-1, File
No. 333-12863, filed with the SEC on September 27, 1996).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
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 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; and
(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 with the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 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 that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose
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
II-3
<PAGE>
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein 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 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.
II-4
<PAGE>
SIGNATURES
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 Malvern, Pennsylvania, on February 6, 1997.
SANCHEZ COMPUTER ASSOCIATES, INC.
By: /s/Michael A. Sanchez
-------------------------------------
Michael A. Sanchez
Chairman 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 date indicated.
<TABLE>
<CAPTION>
Name Capacity Date
- --------------------------- --------------------------------- ----------------
<S> <C> <C>
/s/Michael A. Sanchez Chairman and Chief Executive February 6, 1997
- --------------------------- Officer (principal executive
Michael A. Sanchez officer) and Director
/s/Joseph F. Waterman Senior Vice President, Treasurer February 6, 1997
- --------------------------- and Chief Financial Officer
Joseph F. Waterman (principal financial and
accounting officer)
February 6, 1997
/s/Frank R. Sanchez Director
- ---------------------------
Frank R. Sanchez
/s/Lawrence Chimerine Director February 6, 1997
- ---------------------------
Lawrence Chimerine
/s/John D. Loewenberg Director February 6, 1997
- ---------------------------
John D. Loewenberg
/s/Ira M. Lubert Director February 6, 1997
- ---------------------------
Ira M. Lubert
/s/Thomas C. Lynch Director February 6, 1997
- ---------------------------
Thomas C. Lynch
/s/Warren V. Musser
- --------------------------- Director February 6, 1997
Warren V. Musser
</TABLE>
<PAGE>
SANCHEZ COMPUTER ASSOCIATES, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 1988 Stock Option Plan For Key Employees
10.2 Sanchez Computer Associates, Inc. Amended and Restated 1995
Equity Compensation Plan (incorporated by reference to Exhibit
10.1 of the Company's Registration Statement on Form S-1, File
No. 333-12863, filed with the SEC on September 27, 1996).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
1
<PAGE>
Exhibit 5.1
February 6, 1997
Sanchez Computer Associates, Inc.
40 Valley Stream Parkway
Malvern, Pennsylvania 19355
Re: Sanchez Computer Associates, Inc. Registration Statement on Form S-8
---------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Sanchez Computer Associates, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to an aggregate of 2,055,533 shares of the
Company's common stock, no par value (the "Shares"), that may be awarded under
the 1988 Stock Option Plan for Key Employees and the Sanchez Computer
Associates, Inc. Amended and Restated 1995 Equity Compensation Plan (together,
the "Plans").
We have examined copies of the Plans, the Company's restated articles of
incorporation and such certificates, records, statutes and other documents as we
have deemed relevant in rendering this opinion. As to matters of fact, we have
relied on representations of officers of the Company. In our examination we
have assumed the genuineness of documents submitted to us as originals and the
conformity with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the Shares, when awarded in
accordance with the terms of the Plans, will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
The opinion set forth above is limited to the Pennsylvania Business Corporation
Law of 1988, as amended.
<PAGE>
Sanchez Computer Associates, Inc.
Page 2
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 10.1
1988 STOCK OPTION PLAN
FOR
KEY EMPLOYEES
1. Purpose. The purpose of this Stock Option Plan for Key Employees
-------
("Plan") is to provide additional incentive to key employees (the said term
hereinafter including officers for the purpose of the Plan) of Sanchez Computer
Associates, Inc. ("Corporation") or of other corporations ("Subsidiary" or
"Subsidiaries") in which stock possessing more than 50% of the total combined
voting power of all classes of stock is owned by the Corporation or any
Subsidiary, whose judgment, initiative, and efforts are responsible for the
successful operation of the Corporation's business and to increase their
proprietary interest in the success of the enterprise to the benefit of the
Corporation and its stockholders.
2. Definitions. When used in this Plan, unless the context otherwise
------------
requires.
(a) "Options" shall mean the stock options issued pursuant to this
Plan.
(b) "President" shall mean the person who, at the time, shall be the
President of the Corporation.
(c) "Share" shall mean a share of the Common Stock of the Corporation.
3. Administration. The Plan shall be administered by a committee
---------------
("Committee") of at least two but not more than five members of the Board of
Directors of the Corporation appointed by the Chairman of the Board of
Directors. Until the Committee has been appointed, all of the members of the
Board of Directors shall constitute the Committee. Vacancies which may occur in
the membership of the Committee shall be filled by appointment by the Board of
Directors. A majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.
4. Eligible Employees. The key employees of the Corporation or of any
-------------------
Subsidiary who, in the opinion of the Committee, are from time to time
responsible for the management, growth and protection of the business of the
Corporation or of such Subsidiaries (including Officers and Directors who are
salaried employees of the Corporation or any Subsidiary) shall be eligible to be
granted Options to purchase shares of the Common Stock of the Corporation under
the Plan. From such eligible key employees, the Committee shall, from time to
time, recommend to the Board of Directors those to whom Options should be
granted, the number and the type of shares to be covered by such Options, the
time and dates at which such Options shall be granted and exercisable, and
whether the options are subject to the election of "Incentive Stock Option"
treatment ("ISO treatment") in accordance with the terms of Section 422A of the
<PAGE>
1988 STOCK OPTION PLAN
Page 2
Internal Revenue Code of 1954 (the "Code"), as amended by the Tax Reform Act of
1986 ("1986 Act"). The ultimate determination of the foregoing shall be made by
the Board of Directors.
Notwithstanding the foregoing, no Option shall be granted to a person who
owns (within the meaning of Section 422 A(b)(6) of the Code) stock possessing
more than ten percent of the total combined voting power or value of all classes
of stock of the Corporation or of any parent or Subsidiary (as defined in
Section 425 of the Code) of the Corporation; provided that, the stock ownership
limitation will be waived if the Option price is at least 110% of the fair
market value (at the time the option is granted) of the stock subject to the
Option and the exercise term does not exceed 5 years from date of grant.
5. Amount of Stock. The stock to be offered for purchase pursuant to
----------------
Options granted under this Plan shall be Treasury or authorized but unissued
shares of Common Stock of the Corporation of no par value and the total number
of such shares which may be issued pursuant to Options under this Plan shall not
exceed 50,000 shares of the Corporation's common stock, provided that, in the
event of any subdivision or consolidation of shares or other capital adjustment
affected in connection with a merger or consolidation, or otherwise, or the
payment of a stock dividend or other increase or reduction in the number of
shares of Common Stock outstanding without the Corporation receiving
consideration therefor in money, services, or property, such number of Option
Shares of Common Stock as then remain unissued shall be proportionately
increased or reduced or appropriately adjusted, as the case may be. If any
unexercised Options lapse or terminate for any reason, the shares covered
thereby may again be optioned. More than one Option may be granted to one
person, provided that each Option or portion thereof is clearly identified for
the purpose of ISO treatment in accordance with Section 422A of the Code.
6. Stock Option Agreement. Each Option granted under this Plan shall be
-----------------------
evidenced by a Stock Option agreement ("Agreement"), which Agreement shall be
executed by the Corporation and by the person to whom the Option is granted
("Optionee"). The Agreement shall contain such terms and provisions, not
inconsistent with the Plan, as shall be determined by the Committee subject to
the approval of the Board of Directors. Such terms and provisions may vary
between Optionees or as to the same Optionee to whom more than one Option may be
granted. The Agreement shall be signed by the President or such other officer
as may be designated by the Committee, attested to by the Treasurer or Secretary
of the Corporation and having the seal of the Corporation affixed thereto.
<PAGE>
1988 STOCK OPTION PLAN
Page 3
7. Option Price. The purchase price under each Option granted hereunder
-------------
shall be determined by the Board of Directors, but in no event shall be less
than an amount equal to the fair market value of the shares at the time of the
granting of the Option as determined by the Board of Directors in accordance
with the provisions of the Code and the regulations promulgated thereunder. The
Option price of each share purchased pursuant to each Option shall be paid in
full at the time of such purchase in cash.
8. Term and Exercise of Option. Each Option shall expire not more than
----------------------------
ten years from the date it is granted. The date of the grant of an Option shall
be the date of adoption by the Board of Directors of a resolution making the
grant.
The Options shall be exercisable by the holders in whole or in part from
time to time within the term of the Option, in such manner as may be determined
by the Committee, provided, however, that no Option shall be exercisable prior
to one year from the date it is granted. Except as provided in Section 10, no
Option shall be exercised unless at the time of such exercise the Optionee is
then an employee of the Corporation or any Subsidiary.
9. Maximum Value of Options. The aggregate fair market value of the
-------------------------
Shares determined as of the date of grant, for which any employee may exercise
an "incentive" stock option" (as defined in Section 422 A(b) of the Code as
amended by the 1986 Act), for the first time during any calendar year under this
Plan and any other plan of the Corporation or any parent Subsidiary corporation
of the Corporation shall not exceed $100,000.
10. Termination of Employment
-------------------------
(a) Except as set forth below, in the event of termination (voluntary
or involuntary) for any reason of the holder's employment by the Corporation,
any unexercised Option shall not be exercisable by the Optionee at any time
subsequent to the date of such termination.
(b) If, however, the termination of employment is due to the
disability of the Optionee (to an extent and in a manner as shall be determined
in each case by the Committee in its sole discretion), the holder shall have the
privilege of exercising the unexercised Option to the extent such option was
exercisable on the date of such termination due to disability, within three
<PAGE>
1988 STOCK OPTION PLAN
Page 4
(3) months of such date, but in no event shall any Option be exercisable after
the expiration of its term.
(c) If, however, the termination of employment is due to death of the
Optionee while in the employ of the Corporation or a Subsidiary, the estate of
the holder or the person or persons who acquired the right to exercise such
Option by bequest or inheritance, shall have the privilege of exercising the
unexpired Option, to the extent such Option was exercisable on the date of such
termination due to death, within three months of such date, but in no event
shall any Option be exercisable after the expiration of its term.
(d) If, however, the termination of employment is due to the normal or
early retirement of the Optionee, the holder shall have the privilege of
exercising the unexercised Option, to the extent such Option was exercisable on
the date of such termination due to normal or early retirement, within three
months of such date, but in no event shall any Option be exercisable after the
expiration of its term.
(e) If, however, the Optionee dies within three months after normal or
early retirement, the estate of the holder or the person or persons who acquired
the right to exercise such Option by bequest or inheritance, shall have the
privilege of exercising the unexpired Option, to the extent such Option was
exercisable on the date of such termination due to normal or early retirement,
within three months of the Optionee's death, but in no event shall any Option be
exercisable after the expiration of its term.
11. Non-Assignability. Each Option granted under the Plan shall be
------------------
nontransferable by the Optionee except by will or the laws of descent and
distribution, and each Option shall be exercisable during the Optionee's
lifetime only by him.
12. Restrictions on Transfer.
-------------------------
(a) The Corporation shall have the right of first refusal to
repurchase any shares offered for sale by the Optionee, his executor,
administrator, or beneficiaries, which shares were issued to the Optionee
pursuant to one or more Options granted to the Optionee under this Plan. Such
offer shall be communicated to the Corporation by written notice, stipulating
the terms and conditions of such offer therein, forwarded by registered or
certified mail. In the event that such offer shall not be accepted by written
notice forwarded by registered mail no later than 30 days after the date of the
receipt of the offer, the Optionee, his executor, administrator or beneficiaries
may only dispose of the shares offered to any other person, firm or corporation,
who at the time of said transfer is either a shareholder or option holder of the
<PAGE>
1988 STOCK OPTION PLAN
Page 5
Corporation in good standing, except that the subsequent transfer of such shares
shall not be on the terms more favorable to the transferee than the terms upon
which the shares were originally offered to the Corporation. If, within 60 days
after the expiration of the 30 day period of any offer made hereunder, the
Optionee, his executor, administrator, or beneficiaries offering to sell any
shares issued hereunder, shall fail to consummate a sale thereof to any other
purchaser, then no sale of such shares may be made thereafter by the offer or
without again reoffering the same to the Corporation in accordance with the
provisions of this subparagraph.
(b) In the event of any termination of Optionee's employment, the
Corporation shall have the right to repurchase all shares issued to the Optionee
under this Plan at book value at the date of termination but not less than the
Optionee's cost. The book value per share shall be calculated from the most
recent quarterly financial statement of the Corporation.
(c) The right of first refusal and buy-back rights shall terminate
when the Corporation has made a public offering of its Common Stock pursuant to
the Securities Act of 1933, as amended.
(d) The right of first refusal and buy-back rights granted to the
Corporation pursuant to subparagraph 12.(a) above shall not be construed as an
absolute obligation on the part of the Corporation to repurchase any shares
tendered.
(e) Each certificate for shares issued by the Company to the Buyer
shall bear an appropriate legend that the transfer of such shares is restricted
by the provisions of this Plan.
13. Issuance of Shares and Compliance with Securities Acts. Within a
-------------------------------------------------------
reasonable time after exercise of an Option, the Corporation shall cause to be
delivered to the employee a certificate for the Shares purchased pursuant to the
exercise of the Option. At the time of any exercise of any Option, the
Corporation may, if it shall deem it necessary and desirable for any reason
connected with any law or regulation of any governmental authority relative to
the regulation of securities, require the Optionee to represent in writing to
the Corporation that it is his then intention to acquire the Common Stock for
investment and not with a view to distribution thereof and that such Optionee
will not dispose of such shares in any manner that would involve a violation of
applicable securities laws. In such event, no shares shall be issued to such
holder unless and until the Corporation is satisfied with the correctness of
such representation. Certificates for Shares issued pursuant to the exercise of
Options may bear an appropriate securities law legend.
14. Rights as a Shareholders. An Optionee shall have no rights as a
-------------------------
shareholder
<PAGE>
1988 STOCK OPTION PLAN
Page 6
with respect to Shares covered by his Option until the date of the issuance or
transfer of the Shares to him and only after such Shares are fully paid. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date of such issuance or transfer.
15. Stock Adjustments. In the event that each of the outstanding shares
------------------
of Common Stock (except shares held by dissenting shareholders) shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, merger or consolidation, then there shall be
substituted for each share of Common Stock subject to any Option granted
pursuant to this Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock (except shares held
by dissenting shareholders) shall be so changed or for which each such share
shall be exchanged.
In the event of any stock dividend, split-up, combination or exchange of
shares or recapitalization or change in capitalization, then the number of any
kind of shares that are then subject to an outstanding Option and the Option
price per share shall be proportionately and appropriately adjusted without any
change in the aggregate purchase price to be paid therefor upon exercise of the
Option, and the number and kind of shares that may be made the subject of
Options to be granted pursuant to the Plan shall be similarly adjusted.
In the event that there shall be any change, other than as specified above,
in the number or kind of outstanding shares of Common Stock or of any stock or
other securities into which such Common Stock shall have been changed for which
it shall have been exchanged or in the event of a dividend to holders of Common
Stock payable other than in cash or stock of the Corporation, then if the Board
of Directors in its sole discretion shall determine that such change equitably
requires an adjustment in the number or kind of shares theretofore appropriated
for the purposes of the Plan but not yet covered by an Option or an adjustment
with respect to the number, price or kind of shares then subject to an Option or
Options, such adjustment shall be made by the Board of Directors and shall be
effective and binding for all purposes of the Plan.
If the Corporation shall distribute to its stockholders the stock of a
Subsidiary, or transfer assets to another corporation and distribute the stock
of such other corporation, in either case without the surrender of Common Stock
of the Corporation, and if such distribution is not taxable as a dividend and no
gain or loss is recognized by reason of the applicable provisions of the Code,
then in such event, the cash consideration payable under the terms of each
outstanding Option shall be reduced by an amount which bears the same ratio to
such consideration as the market value of the stock distributed in respect of a
share of the Common Stock of the Corporation, immediately following the
distribution, bears to the aggregate of the market values
<PAGE>
1988 STOCK OPTION PLAN
Page 7
at such time of a share of the Common Stock of the Corporation and the stock
distributed in respect thereof.
Except as hereinbefore expressly provided, the issue by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, for cash, property, labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Corporation convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock
subject to each Option
16. Termination and Amendment of the Plan.
--------------------------------------
(a) Subject to the right of the Board of Directors to terminate the
Plan prior thereto, the Plan shall terminate on, and no Options shall be granted
hereunder after January 13, 1998. The Board of Directors shall have power at
any time, in its discretion, to amend, abandon or terminate the Plan, in whole
or in part, provided that no such action shall affect any Options theretofore
granted and then outstanding under the Plan, and provided that no such amendment
shall change the maximum number of shares which may be issued under the Plan,
either in aggregate or to any one individual, or the class of employees eligible
to participate in the Plan.
(b) Any amendment which (1) materially reduces the price at which
Options may be granted, (2) materially increases the number of Shares which may
be offered, (3) materially modifies the requirement as to persons eligible to
receive Options, or (4) permits the granting of Options to purchase Shares in
excess of the limit provided in Section 5 shall not be effective unless approved
by the shareholders of the Corporation at any meeting called for such purpose or
by the unanimous consent of the shareholders.
17. Interpretation. A determination of the Board of Directors or the
---------------
Committee as to any question which may arise with respect to the interpretation
of the provisions of this Plan or any Options shall be final and conclusive, and
nothing in this Plan, or in any regulation hereunder, shall be deemed to give
any employee, his legal representatives, assigns or any other person any right
to participate herein except to such extent, if any, as the Board of Directors
may have determined or approved pursuant to this Plan. The Board of Directors
may consult with legal counsel who may be counsel to the Corporation and shall
not incur any liability for any action taken in good faith in reliance upon the
advice of such counsel.
<PAGE>
1988 STOCK OPTION PLAN
Page 8
18. Adoption by Board of Directors and Approval by Stockholders. This
------------------------------------------------------------
plan is subject to the approval of its adoption by a majority of the
shareholders of the Corporation on or prior to January 12, 1988. Any Option
granted hereunder prior to such approval shall be granted subject to and
conditioned upon such approval.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-8 of our
report dated February 2, 1996, except as to information in Note 13, for which
the date is September 11, 1996, on our audits of the consolidated financial
statements of Sanchez Computer Associates, Inc. as of December 31, 1994 and 1995
and for each of the three years in the three-year period ended December 31,
1995.
We also consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel".
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
February 4, 1997
