As filed with the Securities and Exchange Commission on December
9, 1999 Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VSE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
54-069263
(I.R.S. Employer Identification No.)
2550 Huntington Avenue
Alexandria, Virginia 22303
(703) 960-4600
(Address of Principal Executive Offices, Including Zip Code)
1998 STOCK OPTION PLAN
1998 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full Title of the Plans)
Craig S. Weber
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
(Name and Address of Agent for Service)
(703) 329-4770
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
_______________
- ------------------------------------------------------------------------------
Proposed
Maximum
Amount Price Aggregate Amount of
Title of Securities To Be Offering Offering Registration
To Be Registered Registered Per Share (1) Price (1) Fee
- ------------------------------------------------------------------------------
Common Stock, $.05
par value 393,750 $8.6625 $3,410,860 $900.47
- ------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low
prices reported in the NASDAQ National Market within five business days prior
to the date of filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
*Information required by Part I to be contained in a Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant
with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998.
2. The Registrant's quarterly report on Form 10-Q for the
period ended March 31, 1999.
3. The Registrant's quarterly report on Form 10-Q for
the period ended June 30, 1999.
4. The Registrant's quarterly report on Form 10-Q for the
period ended September 30, 1999.
5. All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal
year ended December 31, 1998.
6. Registrant's Form 8-A Registration Statement filed
pursuant to Section 12 of the Exchange Act,
containing a description of the Registrant's
common stock ("Shares"), including any amendment
or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act 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, 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
David M. Osnos, a director of the Registrant, is a partner
in the law firm of Arent Fox Kintner Plotkin & Kahn.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person 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, by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at its request in such
capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A
corporation shall not indemnify any person adjudged to be liable
to the corporation in any action or suit by or in the right of
the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such
expenses as it may deem proper.
Section 102(b)(7) of the Delaware General Corporation Law,
as amended, permits a corporation to provide in its certificate
of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.
Article Eleven of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal liability
of a director for breach of fiduciary duty as permitted by
Section 102(b)(7) of the Delaware General Corporation Law, and
Article VII, Section 7 of the Registrant's Bylaws provides that
the Registrant shall indemnify its directors, officers, employees
and agents to the extent permitted by Section 145 of the Delaware
General Corporation Law.
The Registrant has in effect a directors and officers
liability insurance policy under which the directors and officers
of the Registrant are insured against loss arising from claims
made against them due to wrongful acts while acting in their
individual and collective capacities as directors and officers,
subject to certain exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on page 8.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities
registered hereby, a post-effective amendment
to this Registrant 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
this Registration Statement;
(iii) 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;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above 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 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 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 Registrant hereby further 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 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.
(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 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 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,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, will
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, 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
County of Fairfax, State of Virginia, on this 9th day of
December, 1999.
VSE CORPORATION
By: /s/ Craig S. Weber
___________________________________
Craig S. Weber
Senior Vice President and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Donald M. Ervine
and Craig S. Weber, and each of them his true and lawful
attorney-in-fact and agent with power of substitution and
resubstitution, for him, and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post effective amendments) to this Registration Statement on Form
S-3, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the
Commission, hereby ratifying and confirming all that said
attorney-in-fact or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
Signatures Title Date
/s/ Donald M. Ervine Chairman of the Board, December 6, 1999
Donald M. Ervine Chief Executive Officer
and Director
/s/ James M. Knowlton President, Chief December 6, 1999
James M. Knowlton Operating Officer
and Director
/s/ Thomas J. Corridon Senior Vice President December 6, 1999
Thomas J. Corridon Chief Financial Officer
and Treasurer
/s/ Craig S. Weber Senior Vice President December 6, 1999
Craig S. Weber and Secretary
/s/ Bonnie K. Wachtel Director December 6, 1999
Bonnie K. Wachtel
/s/ Calvin S. Koonce Director December 6, 1999
Calvin S. Koonce
/s/ Jimmy D. Ross Director December 6, 1999
Jimmy D. Ross
/s/ Robert J. Kelly Director December 6, 1999
Robert J. Kelly
/s/ David M. Osnos Director December 6, 1999
David M. Osnos
EXHIBIT INDEX
Exhibit
4. Instruments defining the rights of security holders
(a) The VSE Corporation 1998 Stock Option Plan,
incorporated by reference from Appendix A to the Proxy
Statement with respect to the Registrant's 1998 Annual
Meeting filed with the Commission on April 7, 1998.
(b) The VSE Corporation 1998 Non-Employee Directors Stock
Plan, incorporated by reference from Appendix B to the
Proxy Statement with respect to the Registrant's 1998
Annual Meeting filed with the Commission on April 7,
1998.
5. Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of
securities registered
23. Consents of experts and counsel
(a) Consent of Arthur Andersen LLP
(b) Consent of Arent Fox Kintner Plotkin & Kahn (counsel):
included in exhibit 5
24. Power of Attorney: included on signature page.
<PAGE>
Exhibit 4a
VSE Corporation
Summary with Respect to
1998 Stock Option Plan
You have been granted an option to purchase shares of common
stock of VSE Corporation (the "Company") pursuant to the VSE
Corporation 1998 Stock Option Plan (the "Plan"). Set forth below
is a summary of the material information regarding the Plan and
its operations. You should refer to the actual Plan for further
information with respect to the Plan's various terms and
conditions. A copy of the Plan and the Company's latest annual
report are attached to this summary.
General Information. The Plan is administered by the
Company's Board of Directors (the "Board"), provided that a
majority of the members of the Board and a majority of the
members of the Board who are acting on the administration of the
Plan are Outside Directors, as that term is defined in the Plan.
Alternatively, the Plan shall be administered by a committee of
the Board composed of at least three directors, all of whom must
be Outside Directors.
The Plan permits the grant of options to purchase up to
343,750 shares of the Company's common stock. The Company may
issue shares or may purchase shares in the over-the-counter
market in order to satisfy option exercises.
The Plan is not subject to the Employee Retirement Income
Security Act of 1974.
Resale Restrictions. The shares issuable upon exercise of
an option granted under the Plan have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and
accordingly are freely resalable, subject to the following
limitations.
In order to comply with certain federal tax requirements, an
employee who receives incentive stock options agrees to give the
Company prompt notice of any shares disposed of within two years
after the employee was granted the incentive stock option under
which he acquired such stock or one year after the employee
acquired such stock by exercising such incentive stock option.
The notice shall provide the exact number of shares so disposed.
Officers of the Company who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended, must report to the
Securities and Exchange Commission ("SEC") the receipt of an
option, its exercise and the sale of the shares, on SEC Form 4 or
Form 5, as appropriate.
This document constitutes part of a prospectus
covering securities that have been
registered under the Securities Act of 1933
This document is dated December 9, 1999
Officers of the Company who may be deemed to control the
Company (which is generally understood to mean the ability to
direct the Company's business, policies or other principal
business affairs) may only sell shares in a transaction exempt
from the provisions of the 1933 Act. Such an exemption is
provided by Rule 144, which requires the filing of a notice with
the SEC and compliance with certain limitations on the amount and
timing of such sales.
Federal Income Tax Consequences. The following is a summary
of the federal income tax consequences relating to options
granted under the Plan.
The grant of a non-qualified option which does not have a
readily ascertainable fair market value will have no immediate
tax consequences to the recipient. The option holder will
recognize upon exercise ordinary income equal to the excess, if
any, of the fair market value of the shares at the time of
exercise over the option exercise price. The taxable income
recognized upon exercise of a non-qualified option will be
treated as compensation income.
When the shares received upon exercise of a non-qualified
option are subsequently sold or exchanged in a taxable
transaction, the holder thereof will generally recognize capital
gain (or loss) in the amount by which the amount realized exceeds
(or is less than) the fair market value of the shares that were
included in income in connection with the exercise; the tax rates
applicable to the capital gain or loss will depend on the holding
period of the shares following the exercise of the non-qualified
option.
An optionee may pay the exercise price of a non-qualified
option with shares of previously acquired common stock with an
aggregate fair market value equal to the exercise price of the
non-qualified option.
An optionee who exercises a non-qualified option by
delivering previously acquired common stock which was not
previously acquired through the exercise of an incentive stock
option will not recognize gain or loss with respect to the
"exchange" of such previously acquired stock for new stock under
the option. However, the optionee will recognize ordinary income
to the extent the fair market value of the shares acquired
exceeds the exercise price of the non-qualified option (as in the
case of a regular exercise). The optionee's basis in and holding
period for the previously acquired Common Stock surrendered will
become the optionee's basis in and holding period for a
corresponding number of shares acquired pursuant to the exercise
of the non-qualified option. The optionee's basis in the other
shares acquired will be equal to the fair market value of those
shares when issued and the holding period for those shares will
begin when they are issued to the optionee.
This summary of the effect of the federal income tax
consequences upon the participants in the Plan does not purport
to be complete, and it is recommended that the participants
consult their own tax advisors for counseling. The tax treatment
under foreign, state or local law is not covered in this summary.
In addition, tax laws are subject to change at any time.
Additional Information. Additional information with respect
to the Plan and its administration may be obtained from Mr. Craig
S. Weber, at 2550 Huntington Avenue, Alexandria, Virginia
22303, telephone (703) 960-4600.
Option holders may obtain from Mr. Weber, without charge,
upon written or oral request, copies of the documents (i)
incorporated by reference in Item 3 of Part II of the
registration statement filed with the SEC with respect to the
Plan (which include, among other things, the Company's annual
report on Form 10-K and quarterly reports on Form 10-Q) and (ii)
required to be delivered to participants pursuant to Rule 428(b).
The documents referred to in (i) are incorporated by reference in
the Section 10(a) prospectus, which is deemed to be a part of the
registration statement.
Exhibit 4b
VSE Corporation
Summary with Respect to
1998 Non-Employee Directors Stock Plan
You have been granted a right to purchase shares of common
stock of VSE Corporation (the "Company") pursuant to the VSE
Corporation 1998 Non-Employee Directors Stock Plan (the "Plan").
Set forth below is a summary of the material information
regarding the Plan and its operations. You should refer to the
actual Plan for further information with respect to the Plan's
various terms and conditions. A copy of the Plan and the
Company's latest annual report are attached to this summary.
General Information. The Plan is administered by the
Company's Board of Directors (the "Board").
The Plan permits the grant of up to 50,000 shares of the
Company's common stock. The Company may issue shares of common
stock or may purchase shares in the over-the-counter market in
order to satisfy share issuances.
The Plan is not subject to the Employee Retirement Income
Security Act of 1974.
Resale Restrictions. The shares issuable under the Plan
have been registered under the Securities Act of 1933, as amended
(the "1933 Act"), and accordingly are freely resalable, subject
to the following limitations.
Directors and officers of the Company who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended,
must report to the Securities and Exchange Commission ("SEC") the
receipt of the shares, on SEC Form 4 or Form 5, as appropriate.
Directors and officers of the Company who may be deemed to
control the Company (which is generally understood to mean the
ability to direct the Company's business, policies or other
principal business affairs) may only sell shares in a transaction
exempt from the provisions of the 1933 Act. Such an exemption is
provided by Rule 144, which requires the filing of a notice with
the SEC and compliance with certain limitations on the amount and
timing of such sales.
This document constitutes part of a prospectus
covering securities that have been
registered under the Securities Act of 1933
This document is dated December 9, 1999
Federal Income Tax Consequences. The following is a summary
of the federal income tax consequences relating to shares issued
under the Plan.
Under the present provisions of the Internal Revenue Code, a
non-employee director will realize taxable compensation equal to
the value of any cash received plus the value of the shares of
common stock delivered in payment of his or her annual retainer.
The tax basis for such shares will equal the number of the shares
received multiplied by the fair market value of the shares on the
date of the allocation. If such shares are subsequently sold,
the non-employee director will realize a capital gain (or loss)
equal to an amount which the proceeds of the sale exceed (or are
less than) the basis for such common stock.
The Company will generally be entitled to a tax deduction in
the amount of the taxable compensation realized by the non-
employee director.
This summary of the effect of the federal income tax
consequences upon the participants in the Plan does not purport
to be complete, and it is recommended that the participants
consult their own tax advisors for counseling. The tax treatment
under foreign, state or local law is not covered in this summary.
In addition, tax laws are subject to change at any time.
Additional Information. Additional information with respect
to the Plan and its administration may be obtained from Mr. Craig
S. Weber, at 2550 Huntington Avenue, Alexandria, Virginia
22303, telephone (703) 960-4600.
Plan participants may obtain from Mr. Weber, without
charge, upon written or oral request, copies of the documents (i)
incorporated by reference in Item 3 of Part II of the
registration statement filed with the SEC with respect to the
Plan (which include, among other things, the Company's annual
report on Form 10-K and quarterly reports on Form 10-Q) and (ii)
required to be delivered to participants pursuant to Rule 428(b).
The documents referred to in (i) are incorporated by reference in
the Section 10(a) prospectus, which is deemed to be a part of the
registration statement.
<PAGE>
Exhibit 23a
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 March 5, 1999,
included in VSE Corporation's Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Vienna, VA
December 9, 1999
<PAGE>
Exhibit 5
December 9, 1999
The Board of Directors
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
Gentlemen:
We have acted as counsel to VSE Corporation, a Delaware
corporation (the "Company"), with respect to the Company's
Registration Statement on Form S-8, filed by the Company with the
Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an
aggregate of 393,750 shares of Common Stock, par value $.05 per
share (the "Shares"), (1) 343,750 Shares of which are subject to
the VSE Corporation 1998 Stock Option Plan and (2) 50,000 Shares
of which are subject to the VSE Corporation 1998 Non-Employee
Directors Stock Plan. Both the VSE Corporation 1998 Stock Option
Plan and the VSE Corporation 1998 Non-Employee Directors Stock
Plan are collectively referred to as the "Plans."
As counsel to the Company, we have examined such records and
documents of the Company, as well as relevant statutes,
regulations, published rulings and such questions of law, as we
considered necessary or appropriate for the purpose of this
opinion.
Based on the foregoing, we are of the opinion that the
393,750 Shares subject to the Plans when issued or delivered and
paid for in accordance with the terms of the Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to
our firm in the Registration Statement. In giving this consent,
we do not hereby admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the General Rules and
Regulations thereunder.
Very truly yours,
/s/ ARENT FOX KINTNER PLOTKIN & KAHN
