Registration No.333-___
Filed December 22, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
MCSi, Inc. (formerly Miami Computer Supply Corporation)
______________________________________________________________________________
(Exact Name of Registrant as specified in its Articles of Incorporation)
Maryland 31-1001529
______________________________________________________________________________
(State of incorporation) (IRS Employer Identification No.)
4750 Hempstead Station Drive
Dayton, Ohio 45429
______________________________________________________________________________
(Address of principal executive offices, including zip code)
2000 Stock Option Plan
Amended and Restated 2000 Non-Employee Director
Stock Option Plan
______________________________________________________________________________
(Full Title of the Plans)
Michael E. Peppel Copies to:
President and Chief Executive Officer Jeffrey A. Koeppel, Esq.
MCSi, Inc. Sheryl Jones Alu, Esq.
4750 Hempstead Station Drive Brian J. Craig, Esq.
Dayton, Ohio 45429 Elias, Matz, Tiernan & Herrick L.L.P.
(937) 291-8282 734 15th Street, N.W.
Washington, D.C. 20005
____________________________________ (202) 347-0300
(Name, address, and telephone number
of agent for service)
Page 1 of 16
Exhibit Index on page 6
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
______________________________________________________________________________
Common Stock,
no par value 563,580(2) $21.82(4) $12,297,316(4) $3,074.33
Common Stock,
no par value 436,420(3) $22.23(5) $ 9,701,617(5) $2,425.40
------- ----- ---------- --------
Total: 1,000,000 $21,998,933 $5,499.73
========= ========== ========
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
MCSi, Inc. ("Company" or "Registrant") Amended and Restated 2000 Non-Employee
Director Stock Option Plan (the "Director Plan") or the 2000 Stock Option
Plan (the "Employee Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock, no par value ("Common
Stock"), of the Company.
(2) Represents 40,000 shares reserved for issuance for which stock options
have not been granted pursuant to the Director Plan and 523,580 shares
reserved for issuance for which stock options have not been granted pursuant
to the Employee Plan.
(3) Represents 60,000 shares reserved for issuance for which stock options
have been granted under the Director Plan and 376,420 shares reserved for
issuance for which stock options have been granted under the Employee Plan.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The Proposed Maximum Offering Price Per Share
for the 40,000 shares for which stock options have not been granted under the
Director Plan and the 523,580 shares for which stock options have not been
granted under the Employee Plan are equal to the average of the high and low
price of the Common Stock of the Company on December 21, 2000 on the Nasdaq
National Market System.
(5) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act. The proposed Maximum Offering Price Per Share is equal to the
weighted average of the exercise prices for the options to purchase 60,000
shares of Common Stock which are outstanding under the Director Plan as of the
date hereof and the options to purchase 376,420 shares of Common Stock which
are outstanding under the Employee Plan as of the date hereof.
2
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and
17 C.F.R. Section 230.462.
3
PART I
Item 1. Employee Plan and Director Plan Information.*
Item 2. Registrant Information and Employee Plan and Director Plan Annual
Information.*
__________________________
* The documents containing the information specified in this Part I of Form
S-8 will be sent or given to the participants as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II of this Form,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999 filed with the Commission on March 31, 2000 (File No.
000-21561);
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since the end of the fiscal year covered by the Form 10-K
referred to in clause (a) above.
(c) The description of the Capital Stock of the Company
contained in the Company's Proxy Statement on Schedule 14A filed with the
Commission on April 13, 2000 (File No. 0-21561).
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein,
4
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 of this Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law ("MGCL") authorizes Maryland
corporations to limit the liability of directors and officers to the
corporation and its stockholders for money damages except (i) to the extent
that it is proved that the director or officer actually received an improper
benefit or profit in money, property or services, for the amount of the
benefit or profit actually received; (ii) to the extent that a judgment or
other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or
officer's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding; or (iii) in respect of certain other actions not applicable to the
Company. The Registrant's Articles of Incorporation limit the liability of
directors and officers to the fullest extent permitted by the MGCL.
The MGCL also authorizes Maryland corporations to indemnify present and
past directors and officers of the corporation or of another corporation for
which they serve at the request of the corporation against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys' fees) actually
incurred in connection with 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 in respect of which the
director or officer is adjudged to be liable to the corporation) in which they
are made parties by reason of being or having been directors or officers,
unless it is proved that (i) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty; (ii) the director
or officer actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was unlawful.
The MGCL also provides that, unless limited by the corporation's Articles of
Incorporation, a corporation shall indemnify present and past directors and
officers of the corporation who are successful, on the merits or otherwise, in
the defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against reasonable
expenses (including attorneys' fees) incurred in connection with the proceeding.
The Registrant's Articles of Incorporation do not limit the extent of this
indemnity.
5
The Bylaws of the Registrant permit indemnification of directors and
officers to the fullest extent permitted by the MGCL, and the Registrant's
directors and officers are covered by certain insurance policies maintained by
the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable, since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No. Exhibit
--- -------
4 Common Stock Certificate
5 Opinion of Elias, Matz, Tiernan & Herrick
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers L.L.P.
24 Power of attorney for any subsequent
amendment is located in the signature pages
99.1 Amended and Restated 2000 Non-Employee Director Stock Option
Plan
99.2 2000 Stock Option Plan
6
Item 9. 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; (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 in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
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
bonafide 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against 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 of 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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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dayton, State of Ohio, on December 22, 2000.
MCSi, Inc.
By: /s/ Michael E. Peppel
------------------------------
Michael E. Peppel
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature appears below hereby makes,
constitutes and appoints Michael E. Peppel or Ira H. Stanley his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
/s/ Michael E. Peppel December 22, 2000
---------------------
Michael E. Peppel
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Robert G. Hecht December 22, 2000
--------------------
Robert G. Hecht
Director
December __, 2000
--------------------
Richard L. Posen
Director
/s/ Harry F. Radcliffe December 22, 2000
----------------------
Harry F. Radcliffe
Director
/s/ Ira H. Stanley December 22, 2000
--------------------
Ira H. Stanley
Director, Vice President
and Chief Financial Officer
Exhibit Index
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No. Exhibit
--- -------
4 Common Stock Certificate
5 Opinion of Elias, Matz, Tiernan & Herrick
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers L.L.P.
24 Power of attorney for any subsequent
amendments is located in the signature pages
99.1 Amended and Restated 2000 Non-Employee Director Stock Option Plan
99.2 2000 Stock Option Plan
