<PAGE>
As filed with the Securities and Exchange Commission
on January 22, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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MASTECH CORPORATION
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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Jeffrey A. McCandless, 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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities To Be Amount to Be Offering Price Per Aggregate Offering Amount of
Registered(1) Registered(1) Share(2) Price(2) Registration Fee(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (par value $.01
per share) 3,500,000 $26.50 $92,750,000.00 $25,784.50
- -----------------------------------------------------------------------------------------------------------------------------------
Total 3,500,000 $26.50 $92,750,000.00 $25,784.50
==================================================================================================================================
</TABLE>
(1) The provisions of Rule 416 shall apply to the number of shares registered
on this Registration Statement and shall automatically increase or decrease
as a result of future stock splits, stock dividends or similar
transactions.
(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 15, 1999, has been
determined in accordance with Rule 457(c).
<PAGE>
EXPLANATORY NOTE
----------------
Pursuant to General Instruction E. of Form S-8, this Registration
Statement registers an additional 3,500,000 shares of Common Stock of Mastech
Corporation (the "Company") that may be awarded under the Company's Amended and
Restated 1996 Stock Incentive Plan.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 as filed on
January 17, 1997, Registration No. 333-20033, as the same may be hereafter
amended is incorporated by reference into this Registration Statement.
Item 5. Interest of Named Experts and Counsel
The validity of the shares of Common Stock will be passed upon for the
Company by Buchanan Ingersoll Professional Corporation, Pittsburgh,
Pennsylvania. Carl A. Cohen, a shareholder of Buchanan Ingersoll Professional
Corporation, owned 2,000 shares of Common Stock as of January 22, 1999.
<PAGE>
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibits Description
<C> <S>
4.1 Amended and Restated 1996 Stock Incentive Plan (Incorporated herein by reference is Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q dated November 16, 1998) (File Number
0-21755).
5.1 Opinion of Buchanan Ingersoll Professional Corporation with respect to the legality of the securities
registered hereunder.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in Exhibit 5.1 filed herewith).
24.1 Powers of Attorney (included on signature Page).
</TABLE>
-2-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Zugay and Jeffrey McCandless to act as
his true and lawful attorney-in-fact and agent, 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 post-effective amendments to the foregoing
filings and to file the same with all exhibits thereto and all 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, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or agent, or his substitute or
substitutes or all of them may lawfully do or cause to be done by virtue hereof.
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 22nd day of January, 1999.
MASTECH CORPORATION
By: /s/ Sunil Wadhwani
-------------------
Sunil Wadhwani
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to this Registration Statement has been signed by the
following persons in the capacities indicated on January 22, 1999.
Signature Capacity
--------- --------
/s/ Sunil Wadhwani Director, Co-Chairman
- ------------------ and Chief Executive Officer
Sunil Wadhwani
/s/ Ashok Trivedi Director, Co-Chairman and President
- -----------------
Ashok Trivedi
/s/ J. Gordon Garrett Director
- ---------------------
J. Gordon Garrett
/s/ Michel Berty Director
- ----------------
Michel Berty
/s/ Jeffrey McCandless Vice President-Finance
- ---------------------- (Principal Accounting Officer and
Jeffrey McCandless Principal Financial Officer)
-3-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibits Description
<C> <S>
4.1 Amended and Restated 1996 Stock Incentive Plan (Incorporated herein by reference is Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q dated November 16, 1998) (File Number
0-21755).
5.1 Opinion of Buchanan Ingersoll Professional Corporation with respect to the legality of the securities
registered hereunder.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in Exhibit 5.1 filed herewith).
24.1 Powers of Attorney (included on signature Page).
</TABLE>
<PAGE>
January 22, 1999
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 3,500,000 additional shares of the Corporation's common stock, par
value $.01 per share (the "Common Stock"), pursuant to the terms of the Mastech
Corporation Amended and Restated 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 (the "Registration Statement") 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 and the reference to us and the use of our name in Item 5
of the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ James J. Barnes
----------------------
James J. Barnes
<PAGE>
Exhibit No. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 4, 1998
included in Mastech Corporation's Form 10-K for the year ended December 31,
1997, and to all references to our Firm included in this registration statement.
Pittsburgh, Pennsylvania /s/ Arthur Andersen LLP
January 22, 1999 Arthur Andersen LLP
