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As filed with the Securities and Exchange Commission on August 18, 1999.
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)
VIRGINIA 54-1252625
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8280 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
(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)
------------------------------
Copy to:
Kathleen L. Cerveny, 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
TITLE OF SECURITIES TO BE AMOUNT TO AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 900,000(2)(3) $(3) $(3) $4,704.55(3)
Common Stock, $.001 par value 900,000(3)(4) $ --- $ --- $ ---(5)
Common Stock, $.001 par value 1,200,000(2) $ 14.00 $ 16,800,000 $4,670.40
Common Stock, $.001 par value 1,200,000(4) $ --- $ --- $ ---(5)
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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 August 13, 1999.
(2) Represents the aggregate maximum number of shares, namely, 2,100,000, as
to which options may be granted under the Deltek Systems, Inc. 1996
Stock Option Plan, as amended (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) Such shares were previously registered on Form S-8 (No. 333-30717),
which registration statement, as it relates to the Option Plan, is
incorporated herein by reference. The Registrant previously paid a
filing fee of $4,704.55 with respect to such shares.
(4) Represents the same shares described in the line immediately above,
which may be resold by the holders thereof.
(5) 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.
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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 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 June 30, 1999 (File No. 000-22001);
(b) The Company's Amended Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1998 and September 30, 1998;
(c) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (File No. 000-22001); and
(d) All reports filed by the Company pursuant to Sections 13(a) 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.
Our authorized capital stock consists of 45,000,000 shares of common
stock, $.001 par value per share, and 2,000,000 shares of preferred stock, $.001
par value per share.
The following summary description of our common stock and our preferred
stock is not complete and is subject to, and qualified in its entirety by, the
provisions of our Articles of Incorporation, as amended, which have been
previously filed with the SEC.
COMMON STOCK
As of June 30, 1999, we had 16,907,469 shares of common stock
outstanding.
Each share of common stock is entitled to one vote on all matters
submitted to a vote of shareholders. Holders of a majority of our shares of
common stock who are entitled to vote in any election of directors may elect all
of the directors standing for election. Unless there are preferences applicable
to any shares of outstanding preferred stock, the holders of common stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. In the event we liquidate,
dissolve or wind up our affairs, holders of our common stock are entitled to
share ratably in the assets remaining after payment of liabilities and the
liquidation preference of any outstanding shares of preferred stock. Holders of
our common stock have no preemptive, conversion or redemption rights.
PREFERRED STOCK
As of June 30, 1999, we have no shares of preferred stock outstanding,
but our Articles of Incorporation authorize the Board of Directors to issue up
to 2,000,000 shares of preferred stock without further action by the
stockholders.
The Board may issue the preferred stock in one or more series and fix
the following:
- designations;
- powers;
- preferences;
- privileges;
- relative participating, optional or special rights; and
- the qualifications, limitations or restrictions, including, as to
each series,
-- dividend rights;
-- conversion rights;
-- voting rights;
-- terms of redemption; and
-- liquidation preferences.
Any of the above terms and conditions may be greater than the rights of the
holders of the common stock. We cannot predict the actual effect of the
issuance of any shares of preferred stock upon the rights of holders of common
stock. Preferred stock could be issued quickly with terms calculated to delay
or prevent a change in control or make removal of management more difficult.
The issuance of preferred stock may also have the effect of decreasing the
market price of our common stock. We do not have any present plans to issue
preferred stock.
ANTI-TAKEOVER EFFECTS OF VIRGINIA LAW AND OUR ARTICLES OF
INCORPORATION
We are incorporated under the laws of Virginia and the Virginia Stock
Corporation Act. The Act contains certain anti-takeover provisions regulating
affiliated transactions and control share acquisitions and validating the
adoption of shareholder rights plans which are summarized below.
Affiliated Transactions. The affiliated transactions provisions are
designed to prevent a Virginia corporation from engaging in a transaction with
an "interested shareholder" unless approved by the majority of our disinterested
directors and the holders of at least two-third of our outstanding voting stock
which are not owned by the interested shareholder. The Act defines an interested
shareholder generally as a person who owns more than 10% of our voting stock.
Certain exceptions are provided under the law.
Control Share Acquisitions. The control share acquisitions provisions of
the Act, limit an increase of the voting strength of the person acquiring the
shares above specified limits in director elections unless the voting rights are
granted by a majority of the outstanding voting stock not owned by the acquiring
person. If the voting rights are granted and the acquiring person controls 50%
or more of the voting power, all shareholders (other than the acquiring person)
are entitled to receive "fair value" for their shares as provided by the Act. If
the voting rights are not granted, we may, as authorized by our Bylaws, purchase
the acquiring person's shares at the cost to the acquiring person.
Shareholder Rights Plan. Under the shareholder rights plan provisions of
the Act, our Board of Directors is permitted to adopt a shareholder rights plan
that could render a hostile takeover prohibitively expensive if our Board
decides that the takeover is not in our best interests. Our Board of Directors
has no present plan to adopt a shareholder rights plan. Any plan adopted would
be on terms that the Board of Directors deems to be in the best interests of the
company and our shareholders.
The existence of the above provisions of the Act could delay or prevent
a change in control, impede a merger, consolidation or other business
combination or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us.
Election of Directors. Our Articles of Incorporation divide the Board of
Directors into three classes. Each class serves a staggered three-year term.
This classification system may tend to discourage a third party from making a
tender offer or otherwise attempting to obtain control the company. It may also
maintain the incumbency of the Board of Directors as it generally makes it more
difficult for shareholders to replace a majority of the directors. Our Articles
of Incorporation do not provide for cumulative voting rights in the election of
directors. These and other provisions may have the effect of deferring hostile
takeovers or delaying changes in control or management. The amendment of these
provisions would require approval of holders of two thirds or more of the
outstanding shares of our stock entitled to vote thereon.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Robert E. Gregg, a Director of the Company, is a shareholder of Hazel &
Thomas, P.C.
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
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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, 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.
The Company maintains a policy of directors and officers' liability
insurance.
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.
23.1 Consent of Arthur Andersen LLP
23.2 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;
provided, however, that paragraphs A(1)(i) and (ii) 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 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, 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
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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
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
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 City of McLean, State of Virginia, on August 17, 1999.
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
<S> <C> <C>
/s/ Kenneth E. deLaski President, Chief Executive August 17, 1999
- ------------------------------------ Officer and Director
Kenneth E. deLaski
/s/ Donald deLaski Chairman of the Board of August 17, 1999
- ------------------------------------ Directors
Donald deLaski
/s/ Eric F. Brown Executive Vice President, August 17, 1999
- ------------------------------------ Technical Operations
Eric F. Brown
/s/ Bryan Fleming Controller and Treasurer August 17, 1999
- ------------------------------------ (Principal Financial and
Bryan Fleming Accounting Officer)
/s/ Robert E. Gregg Director August 17, 1999
- ------------------------------------
Robert E. Gregg
/s/ Darrell J. Oyer Director August 17, 1999
- ------------------------------------
Darrell J. Oyer
/s/ Charles W. Stein Director August 17, 1999
- ------------------------------------
Charles W. Stein
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INDEX TO EXHIBITS
Exhibit No. Title of Exhibit
5.1 Opinion of Hazel & Thomas, P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel included in Exhibit 5.1.
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Exhibit 5.1
August 16, 1999
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 an aggregate of 2,100,000 shares
(of which 900,000 shares were previously registered and which registration
statement is incorporated by reference in the Registration Statement) 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").
We have examined the 1996 Plan as amended, 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 additional
1,200,000 shares of Common Stock issued or issuable under the 1996 Plan which
are subject of the Registration Statement have been duly authorized and, when
issued and paid for in accordance with the 1996 Plan, 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.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
January 22, 1999, included in the Deltek Systems, Inc. Annual Report on Form
10-K for the year ended December 31, 1998, and to all references to our Firm
included in this registration statement for the Deltek Systems, Inc. 1996 Stock
Option Plan.
ARTHUR ANDERSEN LLP
Washington, D.C.
August 13, 1999
