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As filed with the Securities and Exchange Commission on July 3, 1997.
Registration No. 333-___________
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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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DELTEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
VIRGINIA 54-1252625
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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8380 GREENSBORO DRIVE
MCLEAN, VIRGINIA 22102
(703) 734-8606
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DELTEK SYSTEMS, INC. 1996 STOCK OPTION PLAN
AND
DELTEK SYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
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KENNETH E. DELASKI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DELTEK SYSTEMS, INC.
8280 GREENSBORO DRIVE
MCLEAN, VIRGINIA 22102
(703) 734-8606
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Kathleen L. Cerveny, Esq.
Robert E. Gregg, Esq.
Hazel & Thomas, P.C.
3110 Fairview Park Drive, Ste. 1400
Falls Church, VA 22042
(703) 641-4200
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [x]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to Aggregate Price Per Aggregate Offering Registration
Title of Securities to be Registered be Registered Share (1) Price (1) Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 900,000 (2) $17.25 $15,525,000.00 $4,704.55
Common Stock, $.001 par value 900,000 (3) $ --- $ -- $ -- (6)
Interests in Stock Purchase Plan(4) Indeterminate $ --- $ -- $ --
Common Stock, $.001 per value 399,999(5) $17.25 $6,899,982.75 $2,090.90
Common Stock, $.001 per value 399,999 $ ---- $ -- $ -- (6)
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$6,795.45
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(notes overleaf)
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(1) Calculated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, based upon the closing bid price for the Common
Stock on June 26, 1997.
(2) Represents the maximum number of shares as to which options may be
granted under the Deltek Systems, Inc. 1996 Stock Option Plan (the
"Option Plan"). In addition to such shares, this Registration
Statement covers such additional number of shares as may be required
by reason of the operation of the antidilution provisions of the
Option Plan.
(3) Represents the same shares described in the line above, which may be
resold by the holders of options issued or issuable under the Option
Plan.
(4) Represents interests of (and options deemed to be granted to)
participants in the Deltek Systems, Inc. 1996 Employee Stock Purchase
Plan (the "Purchase Plan").
(5) Represents the maximum number of shares as to which options may
be granted under the Purchase Plan. In addition to such shares, this
Registration Statement covers such additional number of shares as may
be required by reason of the operation of the antidilution provisions
of the Purchase Plan.
(6) Pursuant to Rule 457(h)(3), no additional fee is payable since these
shares, which may be offered for resale, are the same shares being
registered hereby upon their initial issuance pursuant to the Option
Plan and Purchase Plan, respectively.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in this Part I will
be sent or given to participants in the Deltek Systems, Inc. 1996 Stock Option
Plan and to participants in the Deltek Systems, Inc. 1996 Employee Stock
Purchase Plan to which this Registration Statement relates, as specified by
Rule 428(b) promulgated under the Securities Act of 1933, as amended, and are
not filed as part of this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, and any amendments thereto, filed by Deltek
Systems, Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement and shall be deemed to
be a part hereof from the date of filing such documents.
(a) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File No. 0-22001);
(b) The Company's Prospectus dated February 25, 1997 filed
pursuant to Rule 424(b) under the Act (File No. 333-18247);
(c) The description of the Common Stock of the Company contained
in "Description of Capital Stock" in the Company's
Registration Statement on Form S-1 filed on February 24, 1997
(File No. 333-18247); and
(d) All reports filed by the Company pursuant to Sections 13(a),
13(c) and 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the
securities offered hereby have been sold or which deregisters
all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 10 of the Virginia Stock Corporation Act (the "VSCA") allows
for indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. The Registrant's Articles of Incorporation provide for
mandatory indemnification of its directors and officers and for discretionary
indemnification of any employee or agent to the full extent permitted by the
VSCA,
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including in circumstances in which indemnification is otherwise discretionary
under the VSCA. In addition, the Registrant has entered into separate
indemnification agreements with its directors and officers setting forth
certain procedures and other conditions applicable to claims for
indemnification pursuant to the Company's Articles of Incorporation and
agreeing, subject to certain limitations, to obtain and maintain directors' and
officers' liability insurance coverage for its directors and officers. These
indemnification provisions may be sufficiently broad to permit indemnification
of the Registrant's officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933,
as amended.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Hazel & Thomas, P.C.
10.1 1996 Stock Option Plan filed as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 (No.
333-18247) and incorporated herein by reference.
10.2 1996 Employee Stock Purchase Plan filed as Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (No.
333-18247) and incorporated herein by reference.
23(a) Consent of Arthur Andersen L.L.P.
23(c) Consent of Counsel included in Exhibit 5.1.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
A. Rule 415 Offering.
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(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.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1993, 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. Subsequent Exchange Act Documents Incorporated by Reference:
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1993, each filing of the
issuer's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the Purchase Plan's annual report pursuant to
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. Indemnification.
1. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer, or controlling person of the Company 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
Company 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
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indemnification by it is against public policy as expressed in the 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 of 1933, 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 McLean, State of Virginia, on July 2, 1997.
DELTEK SYSTEMS, INC.
By: /s/ KENNETH E. DELASKI
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Kenneth E. deLaski, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
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Signature Title Date
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/s/ KENNETH E. DELASKI President, Chief Executive July 2, 1997
- ------------------------------------------- Officer and Director
Kenneth E. deLaski
/s/ DONALD DELASKI Chairman of the Board of July 2, 1997
- ------------------------------------------- Directors and Treasurer
Donald deLaski
/s/ EVE F. BROWN Executive Vice President, July 2, 1997
- ------------------------------------------- Technical Operations
Eve F. Brown
/s/ ALAN R. STEWART Chief Financial Officer July 2, 1997
- ------------------------------------------- and Secretary
Alan R. Stewart
/s/ ROBERT E. GREGG Director July 3, 1997
- -------------------------------------------
Robert E. Gregg
/s/ DARRELL J. OYER Director July 2, 1997
- -------------------------------------------
Darrell J. Oyer
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INDEX TO EXHIBITS
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Exhibit No. Title of Exhibit Page No.
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5.1 Opinion of Hazel & Thomas, P.C.
10.1 1996 Stock Option Plan filed as Exhibit 10.3 to the Registrant's
Registration Statement on Form S-1 (No. 333-18247)
and incorporated herein by reference.
10.2 1996 Employee Stock Purchase Plan filed as Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (No.
333-18247) and incorporated herein by reference.
23(a) Consent of Arthur Andersen L.L.P.
23(c) Consent of Counsel included in Exhibit 5.1.
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Exhibit 5.1
[HAZEL & THOMAS LETTERHEAD]
July 2, 1997
Board of Directors
Deltek Systems, Inc.
8280 Greensboro Drive
McLean, Virginia 22102
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Deltek Systems, Inc., a Virginia
corporation (the "Company"), in connection with the preparation and filing by
the Company of its registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to a maximum
of 900,000 shares of Common Stock, $.001 par value (the "Common Stock"), issued
or issuable upon exercise of options granted or to be granted pursuant to the
Deltek Systems, Inc., 1996 Stock Option Plan (the "1996 Plan") and relating to
an indeterminate amount of interests (and options deemed granted to
participants) in the Deltek Systems, Inc. 1996 Employee Stock Purchase Plan
(the "Purchase Plan") and relating to a maximum of 399,999 shares (exclusive of
shares purchased by the Company in the open market for issuance under the
Purchase Plan) of Common Stock issued or issuable upon exercise of options
deemed to have been granted or to be granted pursuant to the Purchase Plan.
We have examined the 1996 Plan, the Purchase Plan, the Articles of
Incorporation, as amended, the By-Laws of the Company, the minutes of the
various meetings and consents of the Company's Board of Directors, originals or
copies of such records of the Company, agreements, certificates of public
officials, certificates of officers and representatives of the Company and
others, and such other documents, certificates, records, authorizations,
proceedings, statutes and judicial decisions as we have deemed necessary to
form the basis of the opinion expressed below. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to originals of all documents
submitted to us as copies thereof. As to various questions of fact material to
such opinion, we have relied upon statements and certificates of officers and
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the 900,000
shares of Common Stock issued or issuable under the 1996 Plan and the interests
(and options deemed to be granted to participants) in the Purchase Plan to
purchase up to 399,999 shares of Common Stock and up to 399,999 shares of
Common Stock (exclusive of shares purchased by the Company in the open market
for issuance under the Purchase Plan) issued or issuable under the Purchase
Plan, all of which are subject of the Registration Statement, have
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Board of Directors
Deltek Systems, Inc.
July 2, 1997
Page 2
been duly authorized and when issued and paid for in accordance with the 1996
Plan or the Purchase Plan, respectively, will be duly authorized, fully paid
and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Yours very truly,
/s/ HAZEL & THOMAS, P.C.
Hazel & Thomas, P.C.
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Exhibit 23(a)
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 January 21, 1997
included (or incorporated by reference) in Deltek Systems, Inc. Form S-1 for
the year ended December 31, 1996 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
July 1, 1997
