<PAGE>
As filed with the Securities and Exchange Commission
on January 17, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
MASTECH CORPORATION
Pennsylvania 25-1802235
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1004 McKee Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices and zip code)
___________________________________________
MASTECH CORPORATION
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
___________________________________________
Michael Zugay, Vice President -Finance
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
(Name and address of agent for service)
412-787-2100
(Telephone number of agent for service)
Copies of communications to:
James J. Barnes, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-1415
___________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities To Be Amount to Be Proposed Proposed Maximum Amount of
Registered(1) Registered Maximum Aggregate Offering Registration Fee
Offering Price Price
Per Share
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (par value $.01 1,048,000 $15.00(1) $15,720,000(1) $ 4,763.64(1)
per share) 1,112,000 $20.25(2) $22,518,000(2) $ 6,823.64(2)
- ------------------------------------------------------------------------------------------------------------------------
Total $11,587.28
========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h).
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low
prices for the Common Stock on the NASDAQ National Market, as reported in
The Wall Street Journal, Midwest Edition, on January 16, 1997, has been
determined in accordance with Rule 457(c).
<PAGE>
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Mastech Corporation Stock
Option and Incentive Plan of 1996 (the "Plan"). Mastech Corporation (the
"Corporation" or the "Registrant") is incorporated in the Commonwealth of
Pennsylvania.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below. The Corporation also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Securities Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which reregisters all securities then
remaining unsold:
(a) The latest prospectus of the Corporation filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the date of the prospectus referred to in (a)
above; and
(c) The description of the Common Stock of the Corporation contained in
the Corporation's registration statement filed under Section 12 of the
Securities Exchange Act, including any amendment or report filed for the purpose
of updating such description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Buchanan Ingersoll Professional Corporation, counsel for the Corporation,
is issuing an opinion to the Corporation in connection with this Registration
Statement regarding the legality of the securities being registered.
Item 6. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law
("PBCL") provides in general that a corporation may indemnify any person,
including its directors, officers
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and employees, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (including actions by or in the right of the
corporation), by reason of the fact that he or she is or was a representative of
or serving at the request of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action or proceeding if
he or she is determined by the board of directors, or in certain circumstances
by independent legal counsel or the shareholders, to have 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 reason believe his or her conduct was unlawful. In the case of actions by
or in the right of the corporation, indemnification is not permitted in respect
to any claim, issue or matter as to which the person has been adjudged to be
liable to the corporation, except to the extent a court determines that the
person is fairly and reasonably entitled to indemnification. In any case, to the
extent that the person has been successful on the merits or otherwise in defense
of any claim, issue or matter, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith. Subchapter D of Chapter 17 also provides that the
indemnification permitted or required thereby is not exclusive of any other
rights to which a person seeking indemnification may be entitled.
Article 10 of the Company's Articles of Incorporation provides that the
Company shall indemnify and hold harmless to the full extent not prohibited by
law, as the same exists or may be amended, interpreted or implemented (but, in
the case of any amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than the Company is permitted
to provide prior to such amendment), each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in (as witness or
otherwise) any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether or not by
or in the right of the Company or otherwise (hereinafter, a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the heir,
executor or administrator, is or was a director or executive officer of the
Company or is or was serving at the request of the Company as a director,
officer or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise (including without limitation service with respect to
employee benefit plans), or where the basis of such proceeding is any alleged
action or failure to take any action by such person while acting in an official
capacity as a director or executive officer of the Company, or in any other
capacity on behalf of the Company while such person is or was serving as a
director or executive officer of the Company, against all expenses, liability
and loss, including but not limited to attorneys' fees, judgments, fines, excise
taxes or penalties and amounts paid or to be paid in settlement (whether with or
without court approval), actually and reasonably incurred or paid by such person
in connection therewith. The right to indemnification is a contract right and
includes the right to be paid by the Company the expenses incurred in defending
any such proceeding (or part thereof) or in enforcing his or her rights to
indemnification in advance of the final disposition thereof promptly after
receipt by the Company of a request therefor stating in reasonable detail the
expenses incurred; provided, however, that to the extent required by law, the
payment of such expenses incurred by a director or executive officer of the
Company in advance of the final disposition of a proceeding shall be made only
upon receipt of an undertaking, by or on
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behalf of such person, to repay all amounts so advanced if and to the extent it
shall ultimately be determined by a court that he or she is not entitled to be
indemnified by the Company.
The Company has entered into employment agreements with Sunil Wadhwani and
Ashok Trivedi, Co-Chairman and Chief Executive Officer and Co-Chairman and
President, respectively, which entitle them to be indemnified in their
capacities as directors, officers and controlling shareholders of the Company to
the full extent not prohibited by law. The Company also has entered into a
Shareholders Agreement with Messrs. Wadhwani and Trivedi pursuant to which the
Company agrees to indemnify them against certain liabilities, including
liabilities under the securities laws, that they may incur in connection with
the offering contemplated by the Registration Statement and any offering
effected pursuant to their registration rights under the Shareholders Agreement.
The Articles of the Company also provide, pursuant to Section 1713 of the
PBCL, that a director of Mastech shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his/her office
under Section 1712 of the PBCL (relating to standard of conduct and justifiable
reliance); and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. This limitation on the personal liability
of directors of Company does not apply to: (1) the responsibility or liability
of a director pursuant to any criminal statute; or (2) the liability of a
director for the payment of taxes pursuant to local, state or federal law.
The Company has purchased and maintains insurance insuring its directors
and officers against certain liabilities which they might incur as directors or
officers of the Company or of any other organization which they serve at its
request, including certain liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
4.01 Articles of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 of the Corporation's Registration Statement
No. 333-14169)
4.02 Bylaws of the Registrant (incorporated herein by reference to Exhibit
3.2 of the Corporation's Registration Statement No. 333-14169)
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5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Buchanan Ingersoll Professional Corporation (contained in
opinion filed as Exhibit 5.01)
24.01 Power of Attorney (included on page 5)
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 to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information 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 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 undersigned registrant hereby undertakes that, for 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
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this 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 registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities 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
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<PAGE>
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 Securities Act and will be governed by the final
adjudication of such issue.
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 Pittsburgh, Pennsylvania, on the 17th day of January, 1997.
MASTECH CORPORATION
By: /s/ Sunil Wadhwani
----------------------------------------------
Sunil Wadhwani
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Michael Zugay and
John Brendel, or any of them, his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution for him and in his name,
please and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 17, 1996.
Signature Capacity
--------- --------
/s/ Sunil Wadhwani Director, Co-Chairman
- ------------------ and Chief Executive Officer
Sunil Wadhwani
/s/ Ashok Trivedi Director, Co-Chairman Vice President
- ----------------- and Chief Executive Officer
Ashok Trivedi
/s/ J. Gordon Garrett Director
- ---------------------
J. Gordon Garrett
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/s/ Michel Berty Director
- ----------------
Michel Berty
/s/ Michael Zugay Vice President-Finance
- ----------------- (Principal Accounting Officer and
Michael Zugay Principal Financial Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.01 Articles of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 of the Corporation's Registration
Statement No. 333-14169)
4.02 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 of the Corporation's Registration Statement No. 333-
14169)
5.01 Opinion of Buchanan Ingersoll Professional Corporation (filed
herewith)
23.01 Consent of Arthur Andersen LLP. (filed herewith)
23.02 Consent of Buchanan Ingersoll Professional Corporation (contained
in opinion filed as Exhibit 5.01)
24.01 Power of Attorney (included on page 5)
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EXHIBIT 5.01
January 17, 1997
Board of Directors
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
Gentlemen:
We have acted as counsel to Mastech Corporation, a Pennsylvania corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of up to 2,160,000 shares of the Corporation's common stock, par value $.01 per
share (the "Common Stock"), pursuant to the terms of the Mastech Corporation
1996 Stock Incentive Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan, the
Certificate of Incorporation of the Corporation, the By-laws of the Corporation,
the relevant corporate proceedings of the Corporation, the Registration
Statement on Form S-8 covering the issuance of the shares, and such other
documents, records, certificates of public officials, statutes and decisions as
we consider necessary to express the opinions contained herein. In the
examination of such documents, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to those original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Common Stock has been duly issued and delivered
pursuant to the terms of the Plan, such shares of Common Stock will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ James J. Barnes
___________________________
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Exhibit No. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated October 31, 1996 (except as to matters
discussed in Note 9 for which the date is December 16, 1996), which was
previously included into the Form S-1 filed by Mastech Corporation with the
Securities and Exchange Commission (File No. 333-14169), into this Registration
Statement and to all references to our Firm included in this Registration
Statement.
Pittsburgh, Pennsylvania Arthur Andersen LLP
January 17, 1997
