<PAGE>
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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METRO INFORMATION SERVICES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
VIRGINIA 54-111230
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
REFLECTIONS II OFFICE BUILDING
200 GOLDEN OAK COURT
VIRGINIA BEACH, VIRGINIA 23452
(Address of principle executive offices)
1997 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
<TABLE>
<S> <C>
Robert J. Eveleigh With copies to:
Reflections II Office Building Stephen W. Burke, Esq.
200 Golden Oak Court Clark & Stant, P.C.
Virginia Beach, Virginia 23452 900 One Columbus Center
(757) 486-1900 Virginia Beach, Virginia 23462
(757) 499-8800
</TABLE>
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
_____________________________________________________________________________________
_____________________________________________________________________________________
TITLE OF SECURITIES Amount Proposed Maximum Proposed Maximum Amount of
TO BE to be Offering Price per Aggregate Registration
REGISTERED Registered(1) Share(2) Offering Price(2) Fee
____________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock $.01 50,000 shares $18.3125 $915,625.00 $277.46
par value
_____________________________________________________________________________________
_____________________________________________________________________________________
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(1) An undetermined number of additional shares may be issued if the
anti-dilution provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rules 457(c) and (h) under the Securities
Act of 1933 (the "Securities Act") on the basis of the average of
the high and low prices of the Common Stock as quoted on the Nasdaq
National Market on February 26, 1997.
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PART I
ITEM 1. PLAN INFORMATION.
Not applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Metro Information Services, Inc., a Virginia corporation (the "Company"),
hereby states that the following documents filed with the Securities and
Exchange Commission (the "Commission") are hereby incorporated or deemed to be
incorporated into this registration statement by reference as of their date of
filing with the Commission:
(a) The Company's latest prospectus filed with the Commission on
January 29, 1997 pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the prospectus referred to in (a) above; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
pursuant to the Exchange Act on January 22, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing of a
post-effective amendment to this registration statement indicating that all
securities offered under this registration statement have been sold or
deregistering all securities then remaining unsold also shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Any statement contained 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 modifies or replaces such
statement. Any 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation (the "Articles") contain
provisions that govern indemnification of the Company's directors, officers,
agents and employees. These provisions enable the Company to indemnify these
individuals to the fullest extent permitted by Virginia law. By law, Virginia
corporations may indemnify any person who was or is a party to any proceeding
by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation in any such capacity of another corporation or other entity,
against liability incurred in connection with such proceeding, including any
appeal thereof, if the individual acted in good faith and believed (i) in the
case of conduct in the individual's official capacity with the Company, that
the individual's conduct was in the best interests of the Company or (ii) in
all other cases, that the individual's conduct was at least not opposed to
the best interests of the Company. In addition, in the case of any criminal
proceeding, the individual must not have had reasonable cause to believe his
conduct was unlawful. Virginia law requires the Company to indemnify its
directors and officers (and allows the Company to indemnify employees or
agents) who entirely prevail in the defense of any proceeding to which they
were a party because they are or were directors or officers (or employees or
agents) of the Company. The indemnification authorized under Virginia law is
not exclusive and is in addition to any other rights granted to officers and
directors under the Articles or Bylaws of the Company. The Articles also
provide for the advancement of expenses incurred by its directors, officers,
agents and employees in connection with the defense of any action, suit or
proceeding to which such a person is or was a party because such a person is
or was a director, officer, agent or employee of the Company, on the receipt
of an undertaking to repay such amount, if it is ultimately determined that
such person is not entitled to indemnification. Virginia law permits the
Company to purchase and maintain insurance or furnish similar protection on
behalf of any officer or director against any liability asserted against the
officer or director and incurred by the officer or director in such capacity,
or arising out of the status, as an officer or director. This insurance
protection is available under Virginia law whether the Company would have the
power to indemnify the director or officer against such liability under
Virginia law.
Virginia law prohibits the Company from indemnifying directors and
officers in connection with a proceeding by or in the right of the Company in
which the director or officer was adjudged liable to the Company, although
the court in which such action was brought may order indemnification of the
director or officer to the extent of his reasonable expenses if it determines
that the director or officer is entitled such indemnification. Virginia law
also prohibits the Company from indemnifying directors or officers in
connection with any other proceeding charging improper personal benefit to
the director or officer (whether or not involving action in his official
capacity) in which the director or officer was adjudged liable on the basis
that personal benefit was improperly received by him.
Under Virginia law and the Articles, directors and officers are not
personally liable for monetary damages to the Company or any other person for
acts or omissions in their capacity as a director or officer, except in
certain limited circumstances such as certain violations of criminal law and
transactions in which the director or officer derived an improper personal
benefit. As a result, shareholders may be unable to recover monetary damages
against directors and officers for actions taken by directors or officers
that constitute negligence or gross negligence or that violate their
fiduciary duties. Injunctive or other equitable relief may be available.
The Company maintains liability insurance for its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the Company.(1)
4.2 Bylaws of the Company.(2)
4.3 Form of Common Stock Certificate.(3)
4.4 1997 Outside Director Stock Option Plan.(4)
3
<PAGE>
5.1 Opinion (including Consent) of Clark & Stant, P.C.
23.1 Consent of Clark & Stant, P.C. (see Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
- ---------------------
(1) Incorporated by reference to Exhibit 3.1 to Registrant's Registration
Statement on Form S-1, as amended (Registration No. 333-16585).
(2) Incorporated by reference to Exhibit 3.2 to Registrant's Registration
Statement on Form S-1, as amended (Registration No. 333-16585).
(3) Incorporated by reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-1, as amended (Registration No. 333-16585).
(4) Incorporated by reference to Exhibit 10.3 to Registrant's Registration
Statement on Form S-1, as amended (Registration No. 333-16585).
ITEM 9. UNDERTAKINGS.
The 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; and
(4) 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 Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
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.
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 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 such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Virginia Beach, Commonwealth of Virginia on the
24th day of February, 1997.
METRO INFORMATION SERVICES, INC.
Date: 2/24/97 BY: /s/ JOHN H. FAIN
________________________________________
John H. Fain, Director, President
and Chief Executive Officer
Date: 2/24/97 BY: /s/ ANDREW J. DOWNING
_________________________________________
Andrew J. Downing, Director,
Executive Vice President and Chief
Operating Officer
Date: February 24, 1997 BY: /s/ ROBERT J. EVELEIGH
_________________________________________
Robert J. Eveleigh, Director,
Treasurer, Chief Financial Officer
and Vice President of Finance
5
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[LETTERHEAD]
February 28, 1997
OUR FILE NUMBER
65-029-028
Metro Information Services, Inc.
Reflections II Building
200 Golden Oak Court, Suite 300
Virginia Beach, VA 23452
Re: Metro Information Services, Inc.
Registration Statement on Form S-8 (Outside Director
Stock Option Plan)
Ladies and Gentlemen:
We have acted as counsel to Metro Information Services, Inc. (the
"Company") in connection with the registration by the Company of 50,000
shares (the "Shares") of its common stock, $.01 par value, pursuant to the
Company's Registration Statement on Form S-8 (the "Registration Statement")
being filed with the Securities and Exchange Commission concurrently
herewith. The Shares are to be issued pursuant to the Company's 1997 Outside
Director Stock Option Plan (the "Plan").
We have examined and relied on originals or copies, certified to
our satisfaction, of (i) minutes and records of the corporate proceedings of
the Company with respect to the issuance of the Shares, (ii) the Registration
Statement and exhibits thereto and (iii) 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, we have relied, to the extent we deemed reasonably appropriate,
on representations or certificates of officers or directors of the Company
and on documents, records and instruments furnished to us by the Company
without independent verification of the accuracy of such representations,
certificates, documents, records and instruments.
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[LETTERHEAD]
February 27, 1997
Page 2
Based on the foregoing examination, we are of the opinion that the
Shares have been duly authorized and, on the issuance of the Shares as
contemplated by the Plan and the Registration Statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we
come within the category of persons whose consent is required by Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Clark & Stant, P.C.
CLARK & STANT, P.C.
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Exhibit 23.2
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INDEPENDENT AUDITOR'S CONSENT
The Board of Directors and Shareholders
Metro Information Services, Inc.
We consent to incorporation by reference in the registration statement on
Form S-8 related to the 1997 Outside Director Stock Option Plan of Metro
Information Services, Inc. of our report dated November 15, 1996, except as
to note 10, which is as of January 27, 1997, relating to the balance sheets
of Metro Information Services, Inc. as of December 31, 1994 and 1995 and
September 30, 1996, and the related statements of income, changes in
redeemable common stock and shareholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1995 and the nine month
period ended September 30, 1996, which report appears in the registration
statement on Form S-1, as amended (Registration No. 333-16585) of Metro
Information Services, Inc.
/s/ KPMG Peat Marwick LLP
Norfolk, Virginia
February 27, 1997
