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Prospectus Supplement Filed Under Rule 424(b)(3)
File No. 333-33961
OAO TECHNOLOGY SOLUTIONS, INC.
Prospectus Supplement Dated December 4, 1997 to
Prospectus Dated October 21, 1997
This Prospectus Supplement provides supplemental information to the
Prospectus dated October 21, 1997 (the "Prospectus") covering the sale of
6,720,000 shares of common stock of OAO Technology Solutions, Inc. (the
"Company"). The Company granted to shareholders of the outstanding common
stock of Safeguard Scientifics, Inc. ("Safeguard") of record on October 20,
1997, transferable rights to purchase an aggregate of up to 6,400,000 shares
of the Company's common stock being sold by the Company and Cecile D. Barker
("Barker"), William R. Hill ("Hill"), Hubert M. Reid ("Reid, and together
with Barker and Hill, the "Selling Stockholders"). The Prospectus also
relates to the purchase of 320,000 additional shares of the Company's common
stock that were granted to certain persons selected by the Company. A copy
of the Prospectus is attached to this Prospectus Supplement and must be read
in conjunction herewith. The following information is hereby added to and
deemed to be included in the Prospectus:
The rights offering by the Company, which involved
the distribution of 6,258,647 rights to Safeguard
shareholders of record as of the close of business on
October 20, 1997, expired on November 25, 1997. Chase
Mellon Shareholder Services, L.L.C., the rights agent,
informed the Company that holders of rights exercised
such rights to purchase a total of 6,038,909 shares of
common stock (of which 5,915,000 shares were sold by the
Company and 123,909 shares were sold by the Selling
Stockholders) at the exercise price of $5.00 per share.
Of the total shares of the Company's common stock
subscribed for through the exercise of rights, the
underwriters, Wheat, First Securities Inc. and Janney
Montgomery Scott Inc. advised the Company that they
subscribed for 334,210 shares of common stock through the
exercise of rights that were purchased in the open market
by the underwriters during the course of the rights
offering. The 219,738 shares of common stock remaining
unsubscribed on the expiration date, together with the
141,353 shares of common stock relating to unissued
rights, were sold to the other purchasers. Pursuant to
the terms of the Standby Underwriting Agreement, the
underwriters have purchased all of the 640,000 shares of
common stock from the Selling Stockholders that were
subject to the over-allotment options granted by the
Selling Stockholders to the underwriters. The
underwriters have advised the Company that, during the
exercise period of the rights offering, they (i)
purchased 766,543 rights in the open market at prices
ranging from $3.125 to $6.75 per right, (ii) sold 432,333
rights in the open market at prices ranging from $3.50 to
$6.625 per right, (iii) purchased 458,101 shares in the
open market at prices ranging from $8.50 to $11.00 per
share and (iv) sold 1,392,691 shares of common stock to
the public at prices ranging from $8.50 to $12.50 per
share.
