As filed with the Securities and Exchange Commission on June 25, 1998
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
incorporation or organization) Identification No.)
40 VALLEY STREAM PARKWAY
MALVERN, PENNSYLVANIA 19335
(Address of principal executive offices) (Zip Code)
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SANCHEZ COMPUTER ASSOCIATES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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JOSEPH F. WATERMAN
CHIEF FINANCIAL OFFICER
SANCHEZ COMPUTER ASSOCIATES, INC.
40 VALLEY STREAM PARKWAY
MALVERN, PENNSYLVANIA 19335
(Name and address of agent for service)
(610) 296-8877
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE(3)(4) PRICE(3)(4) FEE(4)
- -------------------- ----------------- ---------------- ------------ -----------
Common Stock, no 300,000 SHARES $15.62 $4,686,000 $1,383
par value per share
==================== ================= ================ ============ ===========
(1) THE SECURITIES TO BE REGISTERED INCLUDE AN AGGREGATE OF 300,000 SHARES
RESERVED FOR ISSUANCE UNDER THE SANCHEZ COMPUTER ASSOCIATES, INC.
EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN").
(2) PURSUANT TO RULE 416, UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
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.
(3) ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4) CALCULATED PURSUANT TO RULE 457(C) AND 457(H). ACCORDINGLY, THE PRICE
PER SHARE OF COMMON STOCK OFFERED HEREUNDER PURSUANT TO THE PLAN IS
CALCULATED TO BE $15.62, WHICH IS 85% OF THE AVERAGE OF THE HIGHEST AND
LOWEST PRICE PER SHARE OF COMMON STOCK ON THE NASDAQ NATIONAL MARKET ON
JUNE 22, 1998.
<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Sanchez Computer Associates, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents previously
filed by the Company with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed with the Commission on March 30, 1998.
(b) The Company's Current Report on Form 8-K dated February 5, 1998, as
amended on Form 8-K/A filed with the Commission on April 20, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998 filed with the Commission on May 14, 1998.
(d) The description of the Company's shares of Common Stock contained
in the Registration Statement on Form 8-A filed with the Commissioner on
November 8, 1996, registering the Common Stock under the Exchange Act.
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"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles and By-laws require the Company to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed proceeding by reason of the fact that he is or
was a director or officer of the Company or any other person designated by the
Board of Directors (which may included any person serving at the request of the
Company as a director, officer, employee, agent, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise), in each case, against certain liabilities (including,
damages, judgments, amounts paid in settlement, fines, penalties and expenses
(including attorneys' fees and disbursements)), except where such
indemnification is expressly prohibited by applicable law, where such person has
engaged in willful misconduct or recklessness or where such indemnification has
been determined to be unlawful. Such indemnification as to expenses is mandatory
to the extent the individual is successful on the merits of the matter.
Pennsylvania law permits the Company to provide similar indemnification to
employees and agents who are not directors or officers. The determination of
whether an individual meets the applicable standard of conduct may be made by
the disinterested directors, independent legal counsel or the stockholders.
Pennsylvania law also permits indemnification in connection with a proceeding
brought by or in the right of the Company to procure a judgment in its favor.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers,
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<PAGE>
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. The Company maintains a directors and officers
liability insurance policy which insures directors and officers of the Company
in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this
Registration Statement.
4.1 Specimen certificate representing the common stock (1)
(Exhibit 4.1)
4.2 Sanchez Computer Associates, Inc. Employee Stock Purchase Plan
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included with signature page of this
Registration Statement)
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(1) Filed on November 6, 1996 as the exhibit designated in parentheses to
Amendment No. 1 to the Company's Registration Statement on Form S-1
(No. 333-12863), incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(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
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 by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
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<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all 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 Malvern, Pennsylvania, on June 25, 1998:
SANCHEZ COMPUTER ASSOCIATES, INC.
By: /s/ Joseph F. Waterman
------------------------------
Joseph F. Waterman
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby
constitutes and appoints Frank R. Sanchez and Joseph F. Waterman, and each of
them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his 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:
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/Michael A. Sanchez Chairman of the Board of Directors June 25, 1998
- ---------------------
Michael A. Sanchez
/s/Frank R. Sanchez President, Chief Operating Officer June 25, 1998
- ---------------------
Frank R. Sanchez and Director
/s/Ronald J. Zlatoper Chief Executive Officer and Director June 25, 1998
- ---------------------
Ronald J. Zlatoper (Principal Executive Officer)
/s/Joseph F. Waterman Senior Vice President and Chief June 25, 1998
- ---------------------
Joseph F. Waterman Financial Officer (Principal Financial
and Accounting Officer)
/s/Warren V. Musser Director June 25, 1998
- ---------------------
Warren V. Musser
/s/Lawrence Chimerine Director June 25, 1998
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Lawrence Chimerine
/s/Kailash C. Khanna Director June 25, 1998
- ---------------------
Kailash C. Khanna
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/s/John D. Loewenberg Director June 25, 1998
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John D. Loewenberg
/s/Ira M. Lubert Director June 25, 1998
- ---------------------
Ira M. Lubert
/s/Thomas C. Lynch Director June 25, 1998
- ---------------------
Thomas C. Lynch
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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4.1 Specimen certificate representing the common stock (1)
(Exhibit 4.1)
4.2 Sanchez Computer Associates, Inc. Employee Stock Purchase Plan
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included with signature page of this
registration statement)
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(1) Filed on November 6, 1996 as the exhibit designated in parentheses to
Amendment No. 1 to the Company's Registration Statement on Form S-1
(No. 333-12863), incorporated herein by reference.
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EXHIBIT 4.2
SANCHEZ COMPUTER ASSOCIATES, INC.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase
Plan of Sanchez Computer Associates, Inc.
1. PURPOSE. The purpose of the Plan is to provide Employees of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
section 423 of the Code (as defined below). The provisions of the Plan shall be
construed accordingly, so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. DEFINITIONS.
(a) "Act" shall mean the Securities Exchange Act of 1934, as
amended.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" shall mean the common stock, no par value
per share, of the Company.
(e) "Committee" shall mean the committee appointed pursuant to
PARAGRAPH 11.
(f) "Company" shall mean Sanchez Computer Associates, Inc., a
Pennsylvania corporation, or any successor which adopts this Plan.
(g) "Compensation" shall mean the base pay or regular
straight-time earnings as in effect at the beginning of each Offering
Period.
(h) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered interrupted in
the case of a leave of absence that meets the requirements of PARAGRAPH
9(B).
(i) "Designated Subsidiary" shall mean any Subsidiary that has
adopted the Plan in accordance with PARAGRAPH 29.
(j) "Eligible Employee" shall have the meaning defined in
PARAGRAPH 3(A).
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(k) "Employee" shall mean any person, including an officer,
who is customarily employed for at least 20 hours per week and for more
than five months in the calendar year by an Employer, provided,
however, that no individual shall be considered an Employee for
purposes of this Plan if a country's law prohibits the granting of
options under this Plan to individuals who are citizens of that
country. The determination of whether an individual is an Employee for
purposes of this Plan shall be made in accordance with the rules under
Section 3401(c) of the Code and the Treasury Regulations thereunder.
(l) "Employer" shall mean the Company and each of its
Designated Subsidiaries.
(m) "Enrollment Date" shall mean the first day of each
Offering Period.
(n) "Exercise Date" shall mean the last day of each Offering
Period.
(o) "Exercise Price" shall have the meaning as defined in
PARAGRAPH 6(B).
(p) "Offering Period" shall mean that period to be determined
by the Committee beginning on the date Eligible Employees are offered
the opportunity to purchase Shares hereunder. The first Offering Period
shall begin on July 1, 1998 and shall end on December 31, 1998. Until
changed by the Committee in its sole and absolute discretion, a new
Offering Period shall begin on the first day of each six (6) calendar
month period beginning on each January 1 and July 1 of a calendar year,
starting with January 1, 1999, and shall end on the end of such six
month period.
(q) "Participant" shall mean an Eligible Employee who has
elected to participate herein by authorizing payroll deductions
pursuant to PARAGRAPH 4.
(r) "Payroll Deduction Account" shall mean the separate
account maintained hereunder to record the amount of a Participant's
Compensation that has been withheld pursuant to PARAGRAPH 5.
(s) "Plan" shall mean the Sanchez Computer Associates, Inc.
Employee Stock Purchase Plan.
(t) "Share" shall mean a share of Common Stock.
(u) "Subscription Agreement" shall have the meaning as defined
in PARAGRAPH 4(A).
(v) "Subsidiary" shall mean a corporation, domestic or
foreign, of which at the time of the granting of the option pursuant to
PARAGRAPH 6, not less than 50% of the total combined voting power of
all classes of stock are held by the Company or a Subsidiary, whether
or not such corporation now exists or is hereafter organized or
acquired by the Company or a Subsidiary.
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3. ELIGIBILITY.
(a) General Rule. Any Employee on an Enrollment Date shall be
eligible to participate as an "Eligible Employee" during the Offering
Period beginning on such Enrollment Date, subject to the requirements
of PARAGRAPH 4(A) and the limitations imposed by section 423(b) of the
Code.
(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be an Eligible Employee if:
(i) Immediately after the grant, such Employee (or
any other person whose stock would be attributed to such
Employee pursuant to section 424(d) of the Code) would own
stock (including for purposes of this PARAGRAPH 3(B) any stock
he may acquire upon exercise of outstanding options)
possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company
or of any Subsidiary computed in accordance with section
423(b)(3) of the Code; or
(ii) Such option would permit such Employee's right
to purchase stock under all employee stock purchase plans
(described in section 423 of the Code) of the Company and its
Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) of the fair market value of such
stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time,
in accordance with the provisions of section 423(b)(8) of the
Code.
4. PARTICIPATION.
(a) An Eligible Employee may become a Participant in the Plan
by completing a Subscription Agreement authorizing payroll deductions,
in a form substantially similar to EXHIBIT A attached to this Plan
("Subscription Agreement"), and filing it with the Company's Human
Resources Department prior to the applicable Enrollment Date, unless a
later time for filing the Subscription Agreement is set by the
Committee for all Eligible Employees with respect to a given Offering
Period.
(b) Payroll deductions for a Participant shall commence with
the first payroll following the Enrollment Date and shall end on the
last payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the Participant as provided in
PARAGRAPH 9.
(c) An Eligible Employee may waive his right to participate
for any Offering Period by declining to authorize a payroll deduction.
Such declination must be filed in writing in the time and manner
specified thereby. The filing of a written declination shall result in
the Employee's waiver of participation for only the Offering Period to
which it relates and shall be irrevocable with respect to such Offering
Period. Except as otherwise provided in this Paragraph, an Employee's
waiver of participation for a specified Offering
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Period shall not, in and of itself, adversely impact the right of such
Employee to participate in the Plan during any subsequent Offering
Periods except those Offering Periods with respect to which he files
additional written declinations in accordance with the provisions of
this Paragraph.
5. PAYROLL DEDUCTIONS.
(a) At the time a Participant files his or her Subscription
Agreement, such Participant shall elect to have payroll deductions (in
whole percentage increments) made on each pay date during the Offering
Period in an amount of not less than one percent (1%) nor more than
fifteen percent (15%) of the Compensation which he or she receives on
each pay date during the Offering Period.
(b) All payroll deductions made by a Participant shall be
credited to his or her Payroll Deduction Account under the Plan. No
interest shall accrue on the payroll deductions in a Participant's
Payroll Deduction Account in the Plan.
(c) No changes in the rate of payroll deductions other than a
withdrawal pursuant to PARAGRAPH 9 are permitted.
6. GRANT OF OPTION.
(a) On the Enrollment Date of each Offering Period during the
term of the Plan each Participant in such Offering Period shall be
granted an option to purchase up to a number of whole Shares determined
by dividing fifteen percent (15%) of the Participant's Compensation by
the Exercise Price; provided, however, that the number of shares
subject to such option shall be reduced, if necessary, to a number of
shares which would not exceed the limitations described in PARAGRAPH
3(B) or PARAGRAPH 10(A) hereof. The fair market value of a Share shall
be determined as provided in PARAGRAPH 6(B).
(b) The "Exercise Price" per Share offered in a given Offering
Period shall be determined by the Committee but shall not be less than
the lower of: (i) eighty-five percent (85%) of the fair market value of
a Share on the Enrollment Date, or (ii) eighty-five percent (85%) of
the fair market value of a Share on the Exercise Date. The fair market
value of a Share on a given date shall be the closing price of such
Share as reported by the Nasdaq National Market or reported on such
other national exchange as it may, from time to time, be reported on,
on such date (or if there shall be no trading on such date, then on the
first previous date on which there is such trading), unless the Shares
cease to be traded on a national exchange. If the Shares cease to be
traded on a national exchange, fair market value shall be determined by
the Committee in its discretion consistent with section 423 of the Code
or the regulations thereunder.
(c) All grants made hereunder shall be deemed to have been
made on the applicable Enrollment Date.
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7. EXERCISE OF OPTION. The Participant's option for the purchase of
Shares will be exercised automatically on the Exercise Date of each Offering
Period, and the maximum number of full shares subject to such option will be
purchased for such Participant at the applicable Exercise Price with the payroll
deductions accumulated in his or her Payroll Deduction Account, unless prior to
such Exercise Date the Participant has withdrawn from the Offering Period as
provided in PARAGRAPH 9. During a Participant's lifetime a Participant's option
to purchase shares hereunder is exercisable only by such Participant. Any amount
remaining in the Participant's Payroll Deduction Account after the Offering
Period shall be held in the Payroll Deduction Account until the next Offering
Period, unless the Offering Period has been oversubscribed or has terminated, in
which case such amount shall be refunded to the Participant.
8. DELIVERY. As soon as practicable after the Exercise Date, the
Committee shall arrange the delivery to each Participant, or to his account at a
brokerage firm, of a certificate representing the shares purchased upon exercise
of his or her option.
9. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A Participant may withdraw all, but not less than all, of
the payroll deductions credited to his or her Payroll Deduction Account
and not yet used toward the exercise of his or her option under the
Plan at any time by giving written notice to the Committee on a form
substantially similar to EXHIBIT B attached to this Plan. All of the
Participant's payroll deductions credited to his or her Payroll
Deduction Account that have not yet been used to purchase Shares will
be paid to such Participant as soon as practicable after receipt of his
or her notice of withdrawal. A withdrawal of a Participant's Payroll
Deduction Account shall terminate the Participant's participation for
the Offering Period in which the withdrawal occurs. No further payroll
deductions for the purchase of shares will be made during the Offering
Period.
(b) Upon termination of the Participant's Continuous Status as
an Employee of the Company for any reason, he or she will be deemed to
have elected to withdraw from the Plan and the payroll deductions
credited to his or her Payroll Deduction Account will be returned to
such Participant and his or her option will be canceled; provided,
however, a Participant who goes on a leave of absence shall be
permitted to remain in the Plan with respect to an Offering Period
which commenced prior to the beginning of such leave of absence. If
such Participant is not guaranteed reemployment by contract or statute
and the leave of absence exceeds ninety (90) days, such Participant
shall be deemed to have terminated employment on the 91st day of such
leave of absence. Payroll deductions for a Participant who has been on
a leave of absence will resume upon return to work at the same rate as
in effect prior to such leave unless the leave of absence begins in one
Offering Period and ends in a subsequent Offering Period, in which case
the Participant shall not be permitted to re-enter the Plan until a new
Subscription Agreement is filed with respect to an Offering Period
which commences after such Participant has returned to work from the
leave of absence.
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(c) A Participant's withdrawal from one Offering Period will
not have any effect upon his or her eligibility to participate in a
different Offering Period or in any similar plan which may hereafter be
adopted by the Company.
10. SHARES.
(a) The maximum number of Shares which shall be made available
for sale under the Plan shall be three hundred thousand (300,000)
Shares, subject to adjustment upon changes in capitalization of the
Company as provided in PARAGRAPH 16. Either authorized and unissued
Shares or issued Shares heretofore or hereafter reacquired by the
Employer may be made subject to purchase under the Plan, in the sole
and absolute discretion of the Committee. Further, if for any reason
any purchase of any Shares under the Plan is not consummated, Shares
subject to such purchase agreement may be subjected to a new
Subscription Agreement under the Plan. If, on the Exercise Date, the
number of Shares with respect to which options are to be exercised
exceeds the number of Shares then available under the Plan, the Company
shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give
written notice of such reduction of the Shares which each Employee
shall be allowed to purchase. Notwithstanding anything to the contrary
herein, the Company shall not be obligated to issue Shares hereunder
if, in the opinion of counsel for the Company, such issuance would
constitute a violation of federal or state securities laws.
(b) The Participant will have no interest or voting right in
Shares covered by his or her option until such option has been
exercised and the Shares have been issued or transferred to the
Participant.
(c) Shares to be delivered to a Participant under the Plan
will be registered in the name of the Participant or, at the prior
written request of the Participant, in the names of the Participant and
his or her spouse.
11. ADMINISTRATION. The Plan shall be administered by a Committee
appointed by the Board. Such Committee shall have all powers with respect to the
Plan, except for amending or terminating the Plan as set forth in PARAGRAPH 17
hereof.
(a) Each member of the Committee shall serve until his
successor is appointed. Any member of the Committee may be removed at
any time by the Board, with or without cause, which shall have the
power to fill any vacancy which may occur. A Committee member may
resign by giving thirty (30) days written notice to the Company.
(b) The members of the Committee shall serve without
compensation for services as such, but the Company shall pay all
expenses of the Committee.
(c) The Committee shall have the following powers and duties:
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(1) To direct the administration of the Plan in
accordance with the provisions herein set forth;
(2) To adopt rules of procedure and regulations
necessary for the administration of the Plan provided the
rules are not inconsistent with the terms of the Plan;
(3) To determine all questions with regard to rights
of Employees and Participants under the Plan, including, but
not limited to, the eligibility of an Employee to participate
in the Plan;
(4) To enforce the terms of the Plan and the rules
and regulations it adopts;
(5) To direct the distribution of the Shares
purchased hereunder;
(6) To furnish the Employer with information which
the Employer may require for tax or other purposes;
(7) To engage the service of counsel (who may, if
appropriate, be counsel for an Employer) and agents whom it
may deem advisable to assist it with the performance of its
duties;
(8) To prescribe procedures to be followed by
Participants in electing to participate herein;
(9) To receive from each Employer and from Employees
such information as shall be necessary for the proper
administration of the Plan;
(10) To maintain, or cause to be maintained, separate
accounts in the name of each Participant to reflect the
Participant's Payroll Deduction Account under the Plan; and
(11) To interpret and construe the Plan.
12. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a
beneficiary (as indicated in the Subscription Agreement or otherwise)
who is to receive any Shares under the Plan in the event of such
Participant's death subsequent to the Exercise Date on which an option
is exercised but prior to the issuance of such shares. In addition, a
Participant may file a written designation of a beneficiary who is to
receive any cash from the Participant's Payroll Deduction Account under
the Plan in the event of such Participant's death prior to the Exercise
Date of the option.
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<PAGE>
(b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of
a Participant and in the absence of a beneficiary validly designated
under the Plan, the Committee shall deliver such shares and/or cash to
the executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the knowledge
of the Company or Committee), the Committee, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent
or relative is known to the Committee, then to such other person as the
Committee may designate.
13. TRANSFERABILITY. Neither payroll deductions credited to
Participant's Payroll Deduction Account nor any rights with regard to the
exercise of an option to receive Shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in PARAGRAPH 12 hereof) by
the Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Committee may treat such
act as an election to withdraw funds in accordance with PARAGRAPH 9.
14. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
15. REPORTS. Individual Payroll Deduction Accounts will be maintained
for each Participant in the Plan. Statements of Payroll Deduction Account will
be given to Participants as soon as practicable following an Exercise Date, such
statements will set forth the amounts of payroll deductions, the per share
purchase price, the number of shares purchased and the remaining cash balance,
if any.
16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If an option under this
Plan is exercised subsequent to any stock split, spinoff, recapitalization,
reorganization, reclassification, merger, consolidation, exchange of shares, or
the like occurring after such option was granted, as a result of which shares of
any class of stock shall be issued in respect of the outstanding shares, or
shares shall be changed into a different number of the same or another class or
classes, the number of Shares to which such option shall be applicable and the
option price for such Shares shall be appropriately adjusted by the Company. Any
such adjustment, however, in the Shares shall be made without change in the
total price applicable to the portion of the Shares purchased hereunder which
has not been fully paid for, but with a corresponding adjustment, if
appropriate, in the price for the Shares.
In the event of the proposed dissolution or liquidation of the Company
or upon a proposed reorganization, merger, or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation, or upon a proposed sale of substantially all of the property or
stock of the Company to another corporation, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board, and the holder of each option then outstanding under the
Plan will thereafter be entitled to receive, upon the exercise of such option,
as nearly as reasonably may be
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<PAGE>
determined, the cash, securities, and/or property which a holder of one Share
was entitled to receive upon and at the time of such transaction for each Share
to which such option shall be exercised. The Board shall take such steps in
connection with such transactions as the Board shall deem necessary to assure
that the provisions of this Paragraph shall thereafter be applicable, as nearly
as reasonably may be determined, in relation to the said cash, securities,
and/or property as to which such holder of such option might thereafter be
entitled to receive.
17. AMENDMENT OR TERMINATION. The Board may at any time and for any
reason terminate or amend the Plan. Except as specifically provided in the Plan,
no such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interest of the
Company and its shareholders. Except as specifically provided in the Plan or as
required to obtain a favorable ruling from the Internal Revenue Service or to
comply with tax or securities law, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
Participant. To the extent necessary to comply with Rule 16b-3 under the Act or
section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval in
such manner and to such a degree as required.
18. NOTICES. All notices or other communications by a Participant to
the Company or Committee under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.
19. SHAREHOLDER APPROVAL. Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Notwithstanding any provision to the
contrary, failure to obtain such shareholder approval shall void the Plan, any
options granted under the Plan, any Share purchases pursuant to the Plan, and
all rights of all Participants.
20. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute, such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
21. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the
Company as described in
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<PAGE>
PARAGRAPH 19. It shall continue in effect for a term of ten (10) years unless
sooner terminated under PARAGRAPH 17.
22. NO RIGHTS IMPLIED. Nothing contained in this Plan or any
modification or amendment to the Plan or in the creation of any Payroll
Deduction Account, or the execution of any participation election form, or the
issuance of any Shares, shall give any Employee or Participant any right to
continue employment, any legal or equitable right against the Employer or
Company or any officer, director, or Employee of an Employer or Company, except
as expressly provided by the Plan.
23. SEVERABILITY. In the event any provision of the Plan shall be held
to be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.
24. WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice.
25. SUCCESSORS AND ASSIGNS. The Plan shall be binding upon all persons
entitled to purchase Shares under the Plan, their respective heirs, legatees,
and legal representatives and upon the Employer, its successors and assigns.
26. HEADINGS. The titles and headings of the Paragraphs are included
for convenience of reference only and are not to be considered in construction
of the provisions hereof.
27. GOVERNING LAW. All questions arising with respect to the provisions
of this Plan shall be determined by application of the laws of the Commonwealth
of Pennsylvania except to the extent Pennsylvania law is preempted by federal
statute. The obligation of the Employer to sell and deliver Shares under the
Plan is subject to applicable laws and to the approval of any governmental
authority required in connection with the authorization, issuance, sale or
delivery of such Shares.
28. NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members of
the Board nor any member of the Committee (nor their delegates) shall be liable
for any act, omission, or determination taken or made in good faith with respect
to the Plan or any right to purchase Shares granted under it, and members of the
Board and the Committee (and their delegatees) shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage, or expense (including attorneys' fees, the costs of settling any suit,
provided such settlement is approved by independent legal counsel selected by
the Company, and amounts paid in satisfaction of a judgment, except a judgment
based on a finding of bad faith) arising therefrom to the full extent permitted
by law and under any directors and officers liability or similar insurance
coverage that may from time to time be in effect.
29. PARTICIPATING EMPLOYERS. This Plan shall constitute the employee
stock purchase plan of the Company and each Designated Subsidiary. A Designated
Subsidiary may adopt and participate in this Plan beginning as of the next
Enrollment Date, provided the Board has
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<PAGE>
consented to such Designated Subsidiary's participation. A Designated Subsidiary
may withdraw from the Plan as of any Enrollment Date by giving written notice to
the Board, and such notice must be received by the Board at least thirty (30)
days prior to such Enrollment Date.
30. NO GUARANTEE OF INTERESTS OR TAX TREATMENT. Neither the Committee
nor the Company guarantees the Common Stock from loss or depreciation. Neither
the Committee nor the Company guarantees favorable tax treatment for the
purchase of Shares hereunder.
31. PAYMENT OF EXPENSES. All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company.
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed
effective this ____ day of ____________________, 1998.
SANCHEZ COMPUTER ASSOCIATES, INC.
ATTEST: By:
_____________________________ Its
Secretary
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<PAGE>
EXHIBIT A
SANCHEZ COMPUTER ASSOCIATES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
I, __________________________________, have read the attached
prospectus explanation of the Sanchez Computer Associates, Inc. Employee Stock
Purchase Plan (the "Plan"). I have decided (check one):
_____ NOT to participate.
_____ TO PARTICIPATE. I wish to purchase that number of
shares of Sanchez Computer Associates, Inc. Common
Stock, no par value (the "Shares"), that can be
purchased with ______% of my Compensation1 (select
the percentage of your compensation from 1 to 15, in
increments of 1, that you elect to contribute).
In order to pay for the Shares that I have elected to
purchase, I hereby authorize my Employer to deduct the percentage of my
Compensation that I specified above from my pay each pay period while this
election is in effect.
I understand that said payroll deductions shall be accumulated
for the purchase of the Shares at the applicable purchase price determined in
accordance with the Plan. I further understand that, except as otherwise set
forth in the Plan, Shares will be purchased for me automatically on the Exercise
Date of the Offering Period unless I otherwise withdraw from the Offering Period
or the Plan.
I have received a copy of Sanchez Computer Associates, Inc.'s
most recent prospectus that describes the Plan and a copy of the complete Plan.
I understand that my participation in the Plan is in all respects subject to the
terms of the Plan.
I hereby agree to be bound by the terms of the Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Plan.
Beneficiary Designation. In the event of my death, I hereby
designate the following as my beneficiary to receive all payments and Shares due
me and not yet paid or issued under the Plan, pursuant to Paragraph 12 of the
Plan:
________________________________________________________________________________
________________________________________________________________________________
________________________
1
Please refer to the Plan document for definitions of capitalized words that
are not defined in this Subscription Agreement.
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<PAGE>
Name and Address of Participant:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
A-19
<PAGE>
Signature:______________________________
Date:___________________________________
A-20
<PAGE>
EXHIBIT B
SANCHEZ COMPUTER ASSOCIATES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned Participant21 in the Offering Period of the Sanchez
Computer Associates, Inc. Employee Stock Purchase Plan (the "Plan") which began
on ____________, ____ (the "Enrollment Date") hereby notifies the Committee that
effective on the later of _____________, 19____ (the "Withdrawal Date") or the
date this form is received by the Committee, he or she withdraws from the
Offering Period.
The undersigned hereby directs Sanchez Computer Associates, Inc. (the
"Company") to pay to the undersigned as promptly as possible following the
Withdrawal Date all the payroll deductions credited to his or her Payroll
Deduction Account with respect to such Offering Period. The undersigned
understands and agrees that if withdrawing from the Offering Period no further
payroll deductions will be made for the purchase of shares in such Offering
Period.
Name and Address of Participant:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Signature:______________________________
Date:___________________________________
- --------
2
1 Please refer to the Plan document for definitions of capitalized words
that are not defined in this Notice of Withdrawal.
A-21
EXHIBIT 5.1
[LETTERHEAD OF JENKENS & GILCHRIST]
June 25, 1998
Sanchez Computer Associates, Inc.
40 Valley Stream Parkway
Malvern, PA 19355
Re: Sanchez Computer Associates, Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Sanchez Computer
Associates, Inc., a Pennsylvania corporation (the "Company"), in connection with
the preparation of the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission on or about
June 25, 1998, under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 300,000 shares of the no par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company under the
Sanchez Computer Associates, Inc. Employee Stock Purchase Plan (the "Plan").
You have requested an opinion with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Amended and Restated Articles of Incorporation, as amended, and the Amended and
Restated Bylaws of the Company, as amended; (2) minutes and records of the
corporate proceedings of the Company with respect to the establishment of the
Plan, the issuance of the shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plan; and (4) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Amended and Restated Articles of
Incorporation, as amended, the Amended and Restated Bylaws, as amended, minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent deemed reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the assumptions
noted below, the Company presently has available at least 300,000 shares of
authorized but unissued shares and/or treasury shares of
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<PAGE>
Common Stock. From these shares of Common Stock, the shares proposed to be
issued pursuant to the Plan may be issued. Assuming that:
(1) the shares to be sold in the future will be duly sold in
accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those persons
issued shares of Common Stock under the Plan; and
(3) the consideration for the shares of Common Stock issued
pursuant to the Plan is actually received by the Company as provided in the Plan
and exceeds the par value of such shares;
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to us included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/
-----------------------
Ronald J. Frappier,
Authorized Signatory
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated February 6, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Sanchez Computer Associates, Inc. as of December 31, 1996 and 1997 and for
each of the three years in the three-year period ended December 31, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 25, 1998
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