<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-
-------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONDOR TECHNOLOGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1814931
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 Jennifer Road, Suite 325
Annapolis, Maryland 21401
(Address of Principal Executive Offices) (Zip Code)
-------------------------------------
CONDOR TECHNOLOGY SOLUTIONS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------------------
John F. McCabe, Esquire WITH A COPY TO:
Vice President and General Counsel D. Scott Freed, Esquire
Condor Technology Solutions, Inc. Whiteford, Taylor & Preston L.L.P.
170 Jennifer Road, Suite 325 Seven Saint Paul Street
Annapolis, Maryland 21401 Baltimore, Maryland 21202
(410) 266-8700 (410) 347-8700
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities Amount Proposed maximum Proposed maximum
to be registered to be offering price aggregate Amount of
registered per share offering price registration fee
- ------------------- ---------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Common Stock (par 325,000(1) (2) $ 9.8125 (3) $ 3,189,062.50 (3) $ 940.77 (3)
value $.01 per share)
</TABLE>
- -------------------------------------------------------------------------------
(1) Together with an indeterminable number of additional shares in order to
adjust the number of shares reserved for issuance pursuant to the plan as the
result of a stock split, stock dividend or similar transaction affecting the
common stock, pursuant to 17 C.F.R. Section 230.416.
(2) Together with an indeterminable number of participation interests in the
Employee Stock Purchase Plan.
(3) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are based upon the average of the high and low prices reported on the Nasdaq
National Market on September 24, 1998 of $10.00 and $ 9.625 per share,
respectively. No separate fee is provided for the participation interests in the
Employee Stock Purchase Plan.
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of registered securities will
begin as soon as possible after such effective date.
<PAGE>
PART I
INFORMATION IN THE SECTION 10(a) PROSPECTUS(1)
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
"Securities Act"), and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed or to be filed with the
Commission, are, or shall be deemed to be, incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
(c) The description of the common stock, par value $.01 per
share (the "Common Stock"), of the Registrant contained in its Registration
Statement on Form S-1, and amendments thereto (File No. 333-37179), which is
incorporated by reference into its Registration Statement on Form 8-A (File No.
0-23635) filed by the Registrant pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 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 securities offered hereby have been sold or which
deregisters all securities then remaining unsold. 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 supersedes such statement. The documents required to be 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.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.
II-1
<PAGE>
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they 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
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such adjudication of
liability.
Article Seven of the Company's Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or (d) for transactions from which
directors derive improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on Page II-6.
Item 9. Undertakings.
(a) The undersigned 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:
(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 this Registration Statement (or the most recent
post-effective amendment thereof) which,
II-2
<PAGE>
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 paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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 undersigned Registrant hereby 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 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.
(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 Securities and Exchange 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.
II-3
<PAGE>
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 City of Annapolis, State of Maryland, on September 24,
1998.
CONDOR TECHNOLOGY SOLUTIONS, INC.
By: /s/ Kennard F. Hill
--------------------------------------------
Kennard F. Hill,
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director whose signature
appears below constitutes and appoints Daniel J. Roche and William J. Caragol,
Jr., or either of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign for the undersigned any and all
amendments or post-effective amendments to this Registration Statement on Form
S-8 relating to the issuance of Common Stock of the Registrant and participation
interests in the Plan, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
We hereby confirm all acts taken by such agents and attorneys-in-fact, or any
one or more of them, as herein authorized.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Kennard F. Hill Chairman of the Board and September 24, 1998
- ------------------- Chief Executive Officer
Kennard F. Hill (principal executive officer)
/s/ Daniel J. Roche President and Chief Operating September 24, 1998
- ------------------- Officer
Daniel J. Roche
/s/ William J. Caragol, Jr. Chief Financial Officer September 24, 1998
- --------------------------- (principal financial and
William J. Caragol, Jr. accounting officer)
/s/ C. Lawrence Meador Director September 24, 1998
- ----------------------
C. Lawrence Meador
/s/ Peter T. Garahan Director September 24, 1998
- --------------------
Peter T. Garahan
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ann Torre Grant Director September 24, 1998
- -------------------
Ann Torre Grant
/s/ William E. Hummel Director September 24, 1998
- ---------------------
William E. Hummel
/s/ Dennis Logue Director September 24, 1998
- ---------------------
Dennis Logue
/s/ Edward J. Mathias Director September 24, 1998
- ---------------------
Edward J. Mathias
/s/ William M. Newport Director September 24, 1998
- ----------------------
William M. Newport
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
4.1 Condor Technology Solutions, Inc. Employee Stock Purchase Plan
5.1 Opinion of Whiteford, Taylor & Preston L.L.P. (contains Consent of Counsel).
23.1 Consent of Whiteford, Taylor & Preston L.L.P. (contained in Exhibit 5.1 filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Deloitte & Touche LLP
</TABLE>
II-6
<PAGE>
Exhibit 4.1
CONDOR TECHNOLOGY SOLUTIONS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
The following constitutes the provisions of the 1998 Employee Stock
Purchase Plan (the "Plan") of CONDOR TECHNOLOGY SOLUTIONS, INC. (the "Company").
1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of the
Company through payroll deductions. It is the intention of the Company that the
Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of Code Section 423.
2. DEFINITIONS.
(a) "Board" means the Company's Board of Directors.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Compensation Committee of the Board.
(d) "Common Stock" means the Common Stock, $0.01 par value, of
the Company.
(e) "Compensation" means an Eligible Employee's regular base
pay, overtime, incentive compensation, bonuses and commissions and any other
wage payments. The Committee, in its discretion, may (on a uniform and
nondiscriminatory basis) establish different definitions of "Compensation" prior
to a start of an Offering Period for all options to be granted during such
Offering Period.
(f) "Continuous Status as an Eligible Employee" shall mean the
absence of any interruption or termination of service as an Eligible Employee.
Continuous Status as an Eligible Employee shall not be considered interrupted in
the case of a leave of absence agreed to in writing by the Company, provided
that either such leave is for a period of not more than ninety (90) days or
re-employment upon the expiration of such leave is guaranteed by contract or
statute.
(g) "Eligible Employee" shall mean any person who is
customarily employed by the Company or a Subsidiary and is regularly scheduled
to work more than twenty (20) hours per week, including officers but excluding
directors in their capacity as such.
(h) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(i) "Fair Market Value" means the fair market value of the
Common Stock as determined in good faith by the Committee, based upon such
factors as the Committee determines relevant; provided, however, that if there
is a public market for the Common Stock, the fair market value of a share of
Common Stock on a given date shall be the closing price on the exchange or
national market system as of such date, or, if there were no sales of Common
<PAGE>
Stock on that date, then on the next preceding date on which there were sales,
in either case as reported in The Wall Street Journal.
(j) "Grant Date" means the first business day of an Offering
Period.
(k) "Offering Period" means a period of six calendar months
for each offering made under the Plan during which payroll deductions shall be
made from the Compensation of Eligible Employees granted an option under the
Offering.
(l) "Offering Price" means the lower of (i) eighty-five
percent (85%) of the Fair Market Value of a share of the Company's Common Stock
on the Grant Date; or (ii) eighty-five percent (85%) of the Fair Market Value of
a share of the Company's Common Stock on the Purchase Date.
(m) "Participant" means an Eligible Employee who has elected
to participate in the Plan.
(n) "Purchase Date" means the date on which the Participant's
account is credited for shares purchased under the Plan (customarily the last
business day of the third month of an Offering Period and the last business day
of an Offering Period).
(o) "Securities Act" means the Securities Act of 1933, as
amended.
(p) "Subsidiary" means any corporation, domestic or foreign,
in which the Company owns, directly or indirectly, fifty percent (50%) or more
of the voting shares.
3. ELIGIBILITY. Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee shall be granted an option under the Plan
if: (i) immediately after the grant, such Eligible Employee (or any other person
whose stock ownership would be attributed to such Eligible Employee pursuant to
Code Section 424(d)) would own shares and/or hold outstanding options to
purchase shares possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Company or of any
Subsidiary of the Company (including all shares underlying any outstanding
options to acquire such securities); or (ii) the rate of withholding under such
option would permit the Eligible Employee's rights to purchase shares under all
employee stock purchase plans (described in Code Section 423) of the Company and
its Subsidiaries at a rate which exceeds twenty-five thousand dollars ($25,000)
of fair market value of such shares (determined at the time such option is
granted) for each calendar year.
4. OFFERINGS. Subject to the provisions of the Plan, the Company shall
from time to time in its discretion make offerings to Eligible Employees to
purchase Common Stock under the Plan, specifying the Grant Date and the Offering
Period.
2
<PAGE>
5. PARTICIPATION.
(a) Subject to the limitations contained in Section 3 and the
restrictions contained in Section 6(c), an Eligible Employee may become a
Participant by completing a subscription agreement authorizing payroll
deductions on the form and in the manner provided by the Company and filing it
with the Company's payroll office not less than two (2) weeks prior to the
beginning of an Offering Period, or, for Eligible Employees who are hired after
the foregoing date, the payroll period within an Offering Period with respect to
which it is to be effective, in either case unless a different time for filing
the subscription agreement is set by the Company. Once enrolled, a Participant
remains enrolled in each subsequent Offering Period of the Plan at the
designated payroll deduction unless the Participant withdraws by providing the
Company with a written Notice of Withdrawal in accordance with Section 9 herein
or files a new subscription agreement in accordance with Section 6(c) herein
changing the Participant's designated payroll deduction.
(b) Payroll deductions for a Participant shall commence with
the next payroll period following the beginning of the Offering Period or the
first payroll period commencing at least two (2) weeks after the date of the
valid filing of a subscription agreement, whichever is later, and shall end when
terminated by the Participant as provided in Section 9 herein or otherwise
pursuant to this Plan.
6. PAYROLL DEDUCTIONS.
(a) At the time a Participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made automatically
on each payday at a rate not exceeding ten percent (10%), or such other rate as
may be determined from time to time by the Committee, of the Compensation which
he or she would otherwise receive on such payday, provided that the aggregate of
such payroll deductions during any Offering Period shall not exceed ten percent
(10%), or such other percentage as may be determined from time to time by the
Committee, of the aggregate Compensation which he or she would otherwise have
received during such Offering Period.
(b) All payroll deductions authorized by a Participant shall
be credited to his or her account under the Plan. A Participant may not make any
additional payments into such account.
(c) A Participant may change the rate of his or her payroll
deductions by completing and filing with the Company either a withdrawal form
specified by the Company or a new payroll deduction authorization form; provided
that such form is received by the Company during one (1) of the following
periods (each a "Window Period"):
February 15 through March 1
May 15 through June 1
August 15 through September 1
November 15 through December 1
provided further, that such rate change shall be effective starting as of the
immediately following payroll period. The Committee may, from time to time and
in its discretion, modify the timing
3
<PAGE>
or duration of the Window Periods or adopt other reasonable and uniform
restrictions on Participants' ability to withdraw from the Plan or change the
rate of payroll deductions.
(d) To the extent necessary, but only to such extent, to
comply with Code Section 423(b)(8) and Section 3 herein, a Participant's payroll
deductions may be automatically decreased to zero percent (0%) at such time
during any Offering Period which is scheduled to end in the current calendar
year that the aggregate of all payroll deductions accumulated with respect to
the applicable Offering Period and any other Offering Period ending within the
same calendar year equals twenty-five thousand dollars ($25,000). Payroll
deductions shall recommence at the rate provided in such Participant's
subscription agreement at the beginning of the next succeeding Offering Period,
unless terminated by the Participant as provided in Section 9 herein.
7. EXERCISE OF OPTION AND PURCHASE OF SHARES. Unless a Participant
withdraws from the Offering Period as provided in Section 9 herein, his or her
option for the purchase of shares will be exercised automatically on each
Purchase Date, and the maximum number of full shares subject to options will be
purchased at the applicable option price with the accumulated payroll deductions
in his or her account. The number of shares of Common Stock purchased by each
Participant shall be determined by dividing (i) the amount accumulated in his or
her account on the Purchase Date by (ii) the lower of (x) eighty five percent
(85%) of the Fair Market Value of a share of Common Stock on the first business
day of an Offering Period or (y) eighty five percent (85%) of the Fair Market
Value of a share of Common Stock on the Purchase Date; provided, however, that
the maximum number of shares a Participant may purchase during each Offering
Period shall be the number of shares purchasable under the Plan during the
Offering Period with the maximum payroll deductions permitted by Section 6(d)
herein, based upon the Fair Market Value of the Common Stock at the beginning of
the Offering Period. The shares purchased upon exercise of an option hereunder
shall be deemed to be transferred to the Participant on the Purchase Date.
During his or her lifetime, a Participant's option to purchase shares hereunder
is exercisable only by the Participant.
8. PARTICIPANTS' ACCOUNTS.
(a) At the time of purchase, each Participant will immediately
acquire full beneficial ownership of all shares purchased for his account. All
shares will be registered in the name of a nominee for the account of the
Participant until delivery is requested. Stock certificates will be issued to
Participants only upon their request or at the time of termination of the Plan
or a Participant's withdrawal from the Plan. Stock certificates will be issued
only in the name of the Participant as it appears on the Participant's
subscription agreement, or in the Participant's name jointly with a member of
the Participant's family, with a right of survivorship. A Participant who
requests a stock certificate prior to termination of the Plan or his or her
withdrawal from the Plan may not receive such stock certificate until such time
as his account is credited with at least 50 full shares, and may not in any
event receive more than one stock certificate in any calendar quarter.
(b) Each Participant will receive quarterly statements from
the Company as soon as practicable following each Purchase Date. Such statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.
4
<PAGE>
9. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) During one of the Window Periods specified in Section 6(c)
herein, a Participant may withdraw all, but not less than all of the payroll
deductions credited to his or her account under the Plan by giving written
notice to the Company. If the Participant withdraws from the Offering Period,
all of the Participant's payroll deductions credited to his or her account will
be paid to the Participant as soon as practicable after receipt of the notice of
withdrawal and his or her option for the current Offering Period will be
automatically canceled, and no further payroll deductions for the purchase of
shares will be made during such Offering Period or subsequent Offering Periods,
except pursuant to a new subscription agreement filed in accordance with Section
5 herein.
(b) Upon termination of the Participant's Continuous Status as
an Eligible Employee prior to a Purchase Date during an Offering Period for any
reason, including retirement or death, the payroll deductions accumulated in his
or her account will be returned to him or her as soon as practicable after such
termination or, in the case of death, to the person or persons entitled thereto
under Section 13 herein, and his or her option will be automatically canceled.
(c) In the event a Participant fails to remain in Continuous
Status as an Eligible Employee for at least twenty (20) hours per week during an
Offering Period in which he or she is a Participant, he or she will be deemed to
have elected to withdraw from the Plan, and the payroll deductions credited to
his or her account will be returned to the Participant and the option canceled.
(d) A Participant's withdrawal from an Offering Period will
not have any effect upon his or her eligibility to participate in any Offering
Period or in any similar plan which may hereafter be adopted by the Company.
10. INTEREST. No interest or any other sum whatsoever shall accrue on
the payroll deductions of a Participant in the Plan.
11. STOCK.
(a) The maximum number of shares of the Company's Common Stock
which shall be reserved for sale under the Plan shall be Three Hundred Twenty
Five Thousand (325,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 17 herein. If the total
number of shares which would otherwise be subject to options granted hereunder
exceeds the number of shares then available under the Plan (after deduction of
all shares for which options have been exercised or are then outstanding), the
Company shall make a pro rata allocation of the shares remaining available for
option grant in as uniform and equitable a manner as is practicable. In such
event, the Company shall give written notice of such reduction of the number of
shares subject to the option to each Participant affected thereby and shall
return any excess funds accumulated in each Participant's account as soon as
practicable after the next subsequent Purchase Date.
(b) Shares of Common Stock delivered under the Plan may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.
5
<PAGE>
12. ADMINISTRATION. The Plan shall be administered by the Committee.
The Committee may, from time to time and consistent with Code Section 423, adopt
rules and regulations (applied on a uniform and nondiscriminatory basis) as it
deems advisable or desirable in its discretion including, without limitation,
rules regarding excessive Plan enrollment, terminations, withdrawals and rate
changes. The administration, interpretation or any other application of the Plan
whatsoever by the Committee shall be final, conclusive and binding upon all
Participants and any other interested parties for all purposes whatsoever.
Members of the Committee are not eligible to participate in the Plan during such
service.
13. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a
beneficiary who is to receive shares and/or cash, if any, from the Participant's
account under the Plan in the event of such Participant's death at a time when
cash or shares are held for his or her account.
(b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant in the absence of a valid designation of a beneficiary who is living
at the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant;
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one (1) or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may reasonably designate.
14. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 13 herein) by the Participant. Such
rights and interest shall not at any time be subject to the claims of creditors
nor be liable to attachment, execution or other legal process. Consequently, a
Participant's interest in the Plan is not transferable pursuant to a domestic
relations order. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 9 herein.
15. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
16. RIGHTS AS A STOCKHOLDER. None of the rights and privileges of a
stockholder of the Company shall exist with respect to shares purchased under
the Plan unless and until (i) the Participant or his or her nominee is reflected
as the owner of such shares on the Company's stock records or (ii) a stock
certificate representing such shares shall have been issued to the Participant
or his or her nominee, as the case may be.
17. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
(a) Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each option under the
Plan which has not yet
6
<PAGE>
been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserved Shares"), as well as the price per share of Common
Stock covered by each option under the Plan which has not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, stock dividend,
combination or reclassification of the Common Stock or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to option.
(b) In the event of the proposed dissolution or liquidation of
the Company, the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger or consolidation of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless the Board determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution, that the
Participant shall have the right to exercise the option as to all of the
optioned stock, including shares as to which the option would not otherwise be
exercisable. If the Board makes an option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the Board
shall notify the Participant that the option shall be fully exercisable, and the
option will terminate upon the expiration of such period.
(c) The Board may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the Reserved Shares, as well
as the price per share of Common Stock covered by each outstanding option, in
the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares
of its outstanding Common Stock, and in the event of the Company being
consolidated with or merged into any other corporation.
18. AMENDMENT OR TERMINATION. The Board may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 17 herein, no
such termination will affect options previously granted. Except as provided in
said Section 17, no amendment may make any change in any option previously
granted which adversely affects the rights of any Participant. In addition, to
the extent necessary, but only to such extent, to comply with Exchange Act Rule
16b-3 or with Code Section 423 (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval of
an amendment in such a manner and to such a degree as so required.
19. NOTICES. All notices or other communications by a Participant to
the Company in connection with the Plan shall be deemed to have been duly given
when actually received in the form specified by the Company at the location, or
by the person, designated by the Company for the receipt thereof.
7
<PAGE>
20. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted. Such stockholder approval shall be sought in the manner and
degree required under Code Section 423.
21. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act, the Exchange Act,
any applicable foreign laws, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
(b) As a condition to the exercise of an option, if required
by applicable securities laws, the Company may require the Participant for whose
account the option is being exercised to represent and warrant at the time of
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
(c) Any sale of shares of Common Stock by a Participant during
his or her employment by the Company or a Subsidiary, or following termination
of the Eligible Employee's employment for any reason other than death, shall at
all times be subject to, and shall be permitted only to the extent that any such
sale complies with, the policies and procedures of the Company concerning
insider trading that are applicable to the Participant or were applicable to the
Participant on the date of such termination of employment, as the case may be.
22. ADMINISTRATIVE EXPENSES. All expenses incurred in the
administration of the Plan by the Committee, or otherwise, including legal fees
and expenses, shall be paid and borne by the Company. Any brokerage fees for the
purchase of shares by a Participant shall be paid by the Company, but any fees,
taxes and other expenses whatsoever (including brokerage fees) for the transfer,
sale or resale of shares by a Participant, or the issuance of physical share
certificates, shall be borne solely by the Participant.
23. NO EMPLOYMENT RIGHTS. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company or
any Subsidiary. The Plan shall not be deemed to interfere in any way with the
Company's right to terminate, or otherwise modify, an employee's employment at
any time with or without cause; nor, upon any dismissal, shall the Plan be
deemed to confer or grant any right or interest in any specific assets of the
Company other than as expressly provided in the Plan.
24. GOVERNING LAW. The substantive laws of the State of Maryland will
govern all matters relating to this Plan except to the extent such laws are
superseded by the laws of the United States.
8
<PAGE>
25. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 20 herein. It shall continue in effect for a
term of twenty (20) years unless sooner terminated under Section 18 herein.
ADOPTED BY THE COMPANY'S BOARD OF DIRECTORS ON August 4, 1998
APPROVED BY THE COMPANY'S STOCKHOLDERS ON September 24, 1998.
9
<PAGE>
Exhibit 5.1
[LETTERHEAD]
September 28, 1998
Board of Directors
Condor Technology Solutions, Inc.
170 Jennifer Road, Suite 325
Annapolis, Maryland 21401
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Condor Technology Solutions, Inc., a
Delaware corporation (the "Corporation"), in connection with the filing of the
Registration Statement on Form S-8 by the Corporation under the Securities Act
of 1933, as amended (the "Registration Statement"), which Registration Statement
registers the distribution of up to 325,000 shares of common stock of the
Corporation, par value $.01 per share ("Common Stock"), reserved for issuance to
eligible employees of the Corporation pursuant to the Condor Technology
Solutions, Inc. Employee Stock Purchase Plan (the "Plan"), together with an
indeterminate number of participation interests in the Plan. In that capacity,
we have reviewed the Certificate of Incorporation and By-Laws of the
Corporation, both as amended to date, the Registration Statement, the Plan, the
originals or copies of corporate records reflecting the corporate action taken
by the Corporation in connection with the approval of the Plan and amendments
thereto and the issuance of the Common Stock under the Plan and such other
instruments as we have deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that both the Common
Stock and related securities to be offered under the Plan have been duly
authorized by all requisite action on the part of the Corporation and, when
issued in accordance with the terms and conditions of the Plan, will be legally
issued, fully paid and non-assessable.
<PAGE>
Board of Directors
Condor Technology Solutions, Inc.
September 28, 1998
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
Whiteford, Taylor & Preston L.L.P.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports as of the dates listed below and for the
companies listed below included in Condor Technology Solution, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1997.
<TABLE>
<CAPTION>
Company Date Page
<S> <C> <C>
Condor Technology Solutions, Inc. March 11, 1998 42
Computer Hardware Maintenance Company, Inc. March 13, 1998 64
Federal Computer Corporation March 25, 1998 77
Corporate Access, Inc. March 11, 1998 95
Interactive Software Systems Incorporated March 06, 1998 104
U.S. Communications, Inc. March 11, 1998 115
InVenture Group, Inc. March 11, 1998 125
MIS Technologies, Inc. March 11, 1998 135
</TABLE>
PricewaterhouseCoopers LLP
Falls Church, Virginia
September 28, 1998
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Condor Technology Solutions, Inc. on Form S-8 (the "Registration Statement") of
our report dated February 27, 1998 (relating to the financial statements of
Management Support Technology Corp. ("MST"), which report expresses an
unqualified opinion and includes explanatory paragraphs relating to the chief
executive officer/sole stockholder's compensation being at his sole discretion
and the acquisition of MST by Condor Technology Solutions, Inc. on February 10,
1998), appearing in the Annual Report on Form 10-K of Condor Technology
Solutions, Inc. for the year ended December 31, 1997.
Boston, Massachusetts
September 28, 1998
