As filed with the Securities and Exchange Commission on July 13, 1999
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OAO TECHNOLOGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1973990
(State of Incorporation) (I.R.S. Employer Identification No.)
7500 Greenway Center Drive, 16th Floor, Greenbelt, MD 20770
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED
OAO TECHNOLOGY SOLUTIONS, INC. 1996 EQUITY COMPENSATION PLAN
(Full title of the plan)
A. Christopher Ducanes, Esq.
OAO Technology Solutions, Inc.
7500 Greenway Center Drive, 16th Floor
Greenbelt, MD 20770
(Name and Address of Agent for Service)
(301) 486-0400
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share (2) price(2) fee(2)
Common Stock, 3,400,000 (2) $13,903,670.71 $3,865.22
$.01 par value
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also registers such additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
(2) Calculated pursuant to Rule 457(c) and 457(h). As to 1,340,741 shares
subject to outstanding but unexercised options, the fee is computed based
upon the per share price at which the options may be exercised as follows:
750,000 shares at $3.88, 530,741 shares at $5.19, 40,000 shares at $4.01,
and 20,000 shares at $4.44. As to the 2,059,259 shares that are reserved
for future issuance, the fee is computed based upon the average of the high
and low prices for a share of Common Stock of the Registrant on July 9,
1999 as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by OAO Technology Solutions, Inc. (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 year ended December
31, 1998.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed by the Registrant on
October 6, 1997 to register such securities under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
4. The Registrant has previously filed a Registration Statements on Form
S-8 (No. 333-75407 ) (the "Previous Registration Statement") with respect to an
aggregate of 2,963,732 shares of Common Stock issuable under the Registrant's
1996 Equity Compensation Plan, as amended (the "1996 Plan"). The Registrant is
filing this Registration Statement to register an additional 3,400,000 shares of
Common Stock for issuance under the 1996 Plan, so that an aggregate of 6,363,732
shares of Common Stock under the 1996 Plan shall be registered under the
Securities Act of 1933. The contents of the Previous Registration Statements are
incorporated herein by reference, including periodic reports that the Registrant
filed after the Previous Registration Statement to maintain current information
about the Registrant.
Item 5. Legal Opinion and Interests of Counsel.
The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Registrant by A. Christopher Ducanes, Corporate
Counsel for the Registrant. Mr. Ducanes beneficially owns 8,984 shares of the
Registrant's common stock and options to purchase 25,000 shares of the
Registrant's common stock.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
4.1 Amended and Restated OAO Technology Solutions, Inc. 1996 Equity
Compensation Plan
5.1 Opinion of A. Christopher Ducanes, Esquire
23.1 Consent of Deloitte & Touche LLP
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23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included with signature page of this Registration
Statement)
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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 Greenbelt, Maryland on July 9, 1999
OAO TECHNOLOGY SOLUTIONS, INC.
By: /s/ Gregory A. Pratt
----------------------------
Gregory A. Pratt
Chief Executive Officer and President
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS EACH OF GREGORY A. PRATT AND J. JEFFREY FOX, HIS OR HER
TRUE AND LAWFUL ATTORNEYS-IN-FACT, IN HIS OR HER NAME, PLACE, AND STEAD TO
EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY
AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Gregory A. Pratt Chief Executive Officer and President July 9, 1999
- --------------------------- (Principal Executive Officer and
Gregory A. Pratt Director)
/s/ J. Jeffrey Fox V.P. of Finance and Chief Financial July 9, 1999
- --------------------------- Officer (Principal Financial and
J. Jeffrey Fox Accounting Officer)
/s/ Jerry L. Johnson Chairman of the Board and Director July 9, 1999
- ---------------------------
Jerry L. Johnson
/s/ Cecile D. Barker Vice Chairman of the Board and July 9, 1999
- --------------------------- Director
Cecile D. Barker
/s/ Yvonne Brathwaite Burke Director July 9, 1999
- ---------------------------
Yvonne Brathwaite Burke
/s/ Frank B. Foster, III Director July 9, 1999
- ---------------------------
Frank B. Foster, III
/s/ John F. Lehman Director July 9, 1999
- ---------------------------
John F. Lehman
/s/ Richard B. Lieb Director July 9, 1999
- ---------------------------
Richard B. Lieb
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Amended and Restated OAO Technology Solutions,
Inc. 1996 Equity Compensation Plan
5.1 Opinion of A. Christopher Ducanes, Esquire
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in opinion filed as
Exhibit 5.1 hereto)
24.1 Power of Attorney (included with signature page
of this Registration Statement)
Exhibit 4.1
AMENDED AND RESTATED OAO TECHNOLOGY SOLUTIONS, INC.
1996 EQUITY COMPENSATION PLAN
The purpose of the Amended and Restated OAO Technology Solutions, Inc. 1996
Equity Compensation Plan (the "Plan") is to provide (i) designated employees of
OAO Technology Solutions, Inc. (the "Company") and its subsidiaries, (ii)
individuals to whom an offer of employment has been extended, (iii) certain Key
Advisors and advisors who perform services for the Company or its subsidiaries
and (iv) non-employee members of the Board of Directors of the Company (the
"Board") with the opportunity to receive grants of incentive stock options,
nonqualified stock options, stock appreciation rights, restricted stock and
performance units. The Company believes that the Plan will encourage the
participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders.
1. Administration
(a) Committee. The Plan shall be administered and interpreted by a
committee appointed by the Board (the "Committee"). The Committee shall consist
of two or more persons appointed by the Board, all of whom may be "outside
directors" as defined under section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code") and related Treasury regulations and may be
"non-employee directors" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Except to the extent
prohibited by applicable law or the applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members or may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time. If the
Committee does not exist, or for any other reason determined by the Board, the
Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.
(b) Committee Authority. The Committee shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability and (iv) deal
with any other matters arising under the Plan.
(c) Committee Determinations. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its
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sole discretion, in the best interest of the Company, not as a fiduciary, and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals.
2. Grants
Awards under the Plan may consist of grants of incentive stock options as
described in Section 5 ("Incentive Stock Options"), nonqualified stock options
as described in Section 5 ("Nonqualified Stock Options")(Incentive Stock Options
and Nonqualified Stock Options are collectively referred to as "Options"),
restricted stock as described in Section 6 (Restricted Stock"), stock
appreciation rights as described in Section 7 ("SARs"), and performance units as
described in Section 8 ("Performance Units") (hereinafter collectively referred
to as "Grants"). All Grants shall be subject to the terms and conditions set
forth herein and to such other terms and conditions consistent with this Plan as
the Committee deems appropriate and as are specified in writing by the Committee
to the individual in a grant instrument (the "Grant Instrument") or an amendment
to the Grant Instrument. The Committee shall approve the basic form and
provisions of each Grant Instrument. Grants under a particular Section of the
Plan need not be uniform as among the grantees.
3. Shares Subject to the Plan
(a) Shares Authorized. Subject to the adjustment specified below, the
aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 6,600,000 shares. After a Public
Offering, the maximum aggregate number of shares of Company Stock that shall be
subject to Grants made under the Plan to any individual during any calendar year
shall be 1,600,000 shares. The shares may be authorized but unissued shares of
Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent
Options or SARs granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised, or if any
shares of Restricted Stock or Performance Units are forfeited, the shares
subject to such Grants shall again be available for purposes of the Plan.
(b) Adjustments. If there is any change in the number or kind of shares of
Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share or the applicable market value of such Grants
shall be appropriately adjusted by the Committee to reflect any increase or
decrease in the number of, or change in the kind or value of, issued shares of
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Company Stock to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under such Grants; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated. Any
adjustments determined by the Committee shall be final, binding and conclusive.
4. Eligibility for Participation
(a) Eligible Persons. All employees of the Company and its subsidiaries
("Employees"), including Employees who are officers or members of the Board,
individuals to whom an offer of employment has been extended ("New Hires"), and
members of the Board who are not Employees ("Non-Employee Directors") shall be
eligible to participate in the Plan. Advisors who provide services to the
Company or any of its subsidiaries ("Key Advisors") shall be eligible to
participate in the Plan if the Key Advisors render bona fide services and such
services are not in connection with the offer or sale of securities in a
capital-raising transaction.
(b) Selection of Grantees. The Committee shall select the Employees, New
Hires, Non-Employee Directors and Key Advisors to receive Grants and shall
determine the number of shares of Company Stock subject to a particular Grant in
such manner as the Committee determines. Employees, New Hires, Key Advisors and
Non-Employee Directors who receive Grants under this Plan shall hereinafter be
referred to as "Grantees."
5. Granting of Options
(a) Number of Shares. The Committee shall determine the number of shares of
Company Stock that will be subject to each Grant of Options to Employees, New
Hires, Non-Employee Directors and Key Advisors.
(b) Type of Option and Price.
(i) The Committee may grant Incentive Stock Options that are intended to
qualify as "incentive stock options" within the meaning of section 422 of the
Code or Nonqualified Stock Options that are not intended so to qualify or any
combination of Incentive Stock Options and Nonqualified Stock Options, all in
accordance with the terms and conditions set forth herein. Incentive Stock
Options may be granted only to Employees. Nonqualified Stock Options may be
granted to Employees, New Hires, Non-Employee Directors and Key Advisors.
(ii) The purchase price (the "Exercise Price") of Company Stock subject to
an Option shall be determined by the Committee and may be equal to, greater
than, or less than the Fair Market Value (as defined below) of a share of
Company Stock on the date the Option is granted; provided, however, that (x) the
Exercise Price of an Incentive Stock Option shall be equal to, or greater than,
the Fair Market Value of a share of Company Stock on the date the Incentive
Stock Option is granted and (y) an Incentive Stock Option may not be granted to
an Employee who, at the time of grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary of the Company, unless the Exercise Price
per share is not less than 110% of the Fair Market Value of Company Stock on the
date of grant.
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(iii) If the Company Stock is publicly traded, then, except as otherwise
determined by the Committee, the following rules regarding the determination of
Fair Market Value per share shall apply:
(x) if the principal trading market for the Company Stock is a
national securities exchange or the Nasdaq National Market, the mean
between the highest and lowest quoted selling prices on the relevant date,
or, if there were no trades on that date, the latest preceding date upon
which a sale was reported, or
(y) if the Company Stock is not principally traded on such exchange or
market, the mean between the last reported "bid" and "asked" prices of
Company Stock on the latest preceding date, as reported on Nasdaq or, if
not so reported, as reported by the National Daily Quotation Bureau, Inc.
or as reported in a customary financial reporting service, as applicable
and as the Committee determines. If the Company Stock is not publicly
traded or, if publicly traded, is not subject to reported transactions or
"bid" or "asked" quotations as set forth above, the Fair Market Value per
share shall be as determined by the Committee.
(c) Option Term. The Committee shall determine the term of each Option. The
term of any Option shall not exceed ten years from the date of grant. However,
an Incentive Stock Option that is granted to an Employee who, at the time of
grant, owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five years from the date of grant.
(d) Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee and specified in the Grant Instrument or an
amendment to the Grant Instrument. The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.
(e) Termination of Employment, Disability or Death.
(i) Except as provided below, an Option may only be exercised while the
Grantee is employed by the Company as an Employee, Key Advisor or member of the
Board. In the event that a Grantee ceases to be employed by the Company for any
reason other than "disability," death or "termination for cause," any Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within 90 days after the date on which the Grantee ceases to be employed by the
Company (or within such other period of time as may be specified by the
Committee), but in any event no later than the date of expiration of the Option
term. Any of the Grantee's Options that are not otherwise exercisable as of the
date on which the Grantee ceases to be employed by the Company shall terminate
as of such date.
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(ii) In the event the Grantee ceases to be employed by the Company on
account of a "termination for cause" by the Company, any Option held by the
Grantee shall terminate as of the date the Grantee ceases to be employed by the
Company. In addition to the immediate termination of all Grants, the Grantee
shall automatically forfeit all shares underlying any exercised portion of an
Option, upon refund by the Company of the Exercise Price paid by the Grantee for
such shares, and any option gain realized by the Grantee from exercising all or
a portion of an Option within the two-year period prior to the event shall be
paid by the Grantee to the Company.
(iii) In the event the Grantee ceases to be employed by the Company because
the Grantee is "disabled," any Option which is otherwise exercisable by the
Grantee shall terminate unless exercised within one year after the date on which
the Grantee ceases to be employed by the Company (or within such other period of
time as may be specified by the Committee), but in any event no later than the
date of expiration of the Option term. Any of the Grantee's Options which are
not otherwise exercisable as of the date on which the Grantee ceases to be
employed by the Company shall terminate as of such date.
(iv) If the Grantee dies while employed by the Company or within 90 days
after the date on which the Grantee ceases to be employed on account of a
termination of employment specified in Section 5(e)(i) above (or within such
other period of time as may be specified by the Committee), any Option that is
otherwise exercisable by the Grantee shall terminate unless exercised within one
year after the date on which the Grantee ceases to be employed by the Company
(or within such other period of time as may be specified by the Committee), but
in any event no later than the date of expiration of the Option term. Any of the
Grantee's Options that are not otherwise exercisable as of the date on which the
Grantee ceases to be employed by the Company shall terminate as of such date.
(v) For purposes of Sections 5(e), 6, 7, 8 and 13:
(A) "Company," when used in the phrase "employed by the Company," shall
mean the Company and its parent and subsidiary corporations.
(B) "Employed by the Company" shall mean employment or service as an
Employee, Key Advisor or member of the Board (so that, for purposes of
exercising Options and SARs and satisfying conditions with respect to Restricted
Stock and Performance Units, a Grantee shall not be considered to have
terminated employment or service until the Grantee ceases to be an Employee, Key
Advisor and member of the Board), unless the Committee determines otherwise.
(C) "Disability" shall mean a Grantee's becoming disabled within the
meaning of section 22(e)(3) of the Code.
(D) "Termination for cause" shall mean the determination of the Committee
that any one or more of the following events has occurred:
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(1) the Grantee's conviction of any act which constitutes a felony
under applicable federal or state law, either in connection with the
performance of the Grantee's obligations on behalf of the Company or which
affects the Grantee's ability to perform his or her obligations as an
employee, board member or advisor of the Company or under any employment
agreement, non-competition agreement, confidentiality agreement or like
agreement or covenant between the Grantee and the Company (any such
agreement or covenant being herein referred to as an "Employment
Agreement");
(2) the Grantee's willful misconduct in connection with the
performance of his or her duties and responsibilities as an employee, board
member or advisor of the Company or under any Employment Agreement, which
willful misconduct is not cured by the Grantee within 10 days of his or her
receipt of written notice thereof from the Committee;
(3) the Grantee's commission of an act of embezzlement, fraud or
dishonesty which results in a loss, damage or injury to the Company;
(4) the Grantee's substantial and continuing neglect, gross negligence
or inattention in the performance of his or her duties as an employee,
board member or advisor of the Company or under any Employment Agreement
which is not cured by the Grantee within 10 days of his or her receipt of
written notice thereof from the Committee;
(5) the Grantee's unauthorized use or disclosure or any trade secret
or confidential information of the Company which adversely affects the
business of the Company, provided that any disclosure of any trade secret
or confidential information of the Company to a third party in the ordinary
course of business who signs a confidentiality agreement shall not be
deemed a breach of this subparagraph;
(6) the Grantee's material breach of any of the provisions of any
Employment Agreement, which material breach is not cured by the Grantee
within 10 days of his or her receipt of a written notice from the Company
specifying such material breach; or
(7) the Grantee has voluntarily terminated his or her employment or
service with the Company and breaches his or her non-competition agreement
with the Company.
(f) Exercise of Options. A Grantee may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the
Company with payment of the Exercise Price. The Grantee shall pay the Exercise
Price for an Option as specified by the Committee (x) in cash, (y) with the
approval of the Committee, by delivering shares of Company Stock owned by the
Grantee for the period necessary to avoid a charge to the Company's earnings for
financial reporting purposes (including Company Stock acquired in connection
with the exercise of an
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Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the Exercise Price
or (z) by such other method as the Committee may approve, including after a
Public Offering payment through a broker in accordance with procedures permitted
by Regulation T of the Federal Reserve Board. Shares of Company Stock used to
exercise an Option shall have been held by the Grantee for the requisite period
of time to avoid adverse accounting consequences to the Company with respect to
the Option. The Grantee shall pay the Exercise Price and the amount of any
withholding tax due (pursuant to Section 9) at the time of exercise.
(g) Limits on Incentive Stock Options. Each Incentive Stock Option shall
provide that, if the aggregate Fair Market Value of the stock on the date of the
grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the option, as to the excess, shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any person who is not
an Employee of the Company or a parent or subsidiary (within the meaning of
section 424(f) of the Code).
6. Restricted Stock Grants
The Committee may issue or transfer shares of Company Stock to an Employee
or Key Advisor under a Grant of Restricted Stock, upon such terms as the
Committee deems appropriate. The following provisions are applicable to
Restricted Stock:
(a) General Requirements. Shares of Company Stock issued or transferred
pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, as determined by the Committee. The
Committee may establish conditions under which restrictions on shares of
Restricted Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate. The period of time during which the
Restricted Stock will remain subject to restrictions will be designated in the
Grant Instrument as the "Restriction Period."
(b) Number of Shares. The Committee shall determine the number of shares of
Company Stock to be issued or transferred pursuant to a Restricted Stock Grant
and the restrictions applicable to such shares.
(c) Requirement of Employment. If the Grantee ceases to be employed by the
Company (as defined in Section 5(e)) during a period designated in the Grant
Instrument as the Restriction Period, or if other specified conditions are not
met, the Restricted Stock Grant shall terminate as to all shares covered by the
Grant as to which the restrictions have not lapsed, and those shares of Company
Stock must be immediately returned to the Company. The Committee may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.
(d) Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 10(a). Each certificate for a share of Restricted Stock
shall contain a legend giving
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appropriate notice of the restrictions in the Grant. The Grantee shall be
entitled to have the legend removed from the stock certificate covering the
shares subject to restrictions when all restrictions on such shares have lapsed.
The Committee may determine that the Company will not issue certificates for
shares of Restricted Stock until all restrictions on such shares have lapsed, or
that the Company will retain possession of certificates for shares of Restricted
Stock until all restrictions on such shares have lapsed.
(e) Right to Vote and to Receive Dividends. Unless the Committee determines
otherwise, during the Restriction Period, the Grantee shall have the right to
vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Committee.
(f) Lapse of Restrictions. All restrictions imposed on Restricted Stock
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions shall
lapse without regard to any Restriction Period.
7. Stock Appreciation Rights
(a) General Requirements. The Committee may grant stock appreciation rights
("SARs") to an Employee or Key Advisor separately or in tandem with any Option
(for all or a portion of the applicable Option). Tandem SARs may be granted
either at the time the Option is granted or at any time thereafter while the
Option remains outstanding; provided, however, that, in the case of an Incentive
Stock Option, SARs may be granted only at the time of the Grant of the Incentive
Stock Option. The Committee shall establish the base amount of the SAR at the
time the SAR is granted. Unless the Committee determines otherwise, the base
amount of each SAR shall be equal to the per share Exercise Price of the related
Option or, if there is no related Option, the Fair Market Value of a share of
Company Stock as of the date of Grant of the SAR.
(b) Tandem SARs. In the case of tandem SARs, the number of SARs granted to
a Grantee that shall be exercisable during a specified period shall not exceed
the number of shares of Company Stock that the Grantee may purchase upon the
exercise of the related Option during such period. Upon the exercise of an
Option, the SARs relating to the Company Stock covered by such Option shall
terminate. Upon the exercise of SARs, the related Option shall terminate to the
extent of an equal number of shares of Company Stock.
(c) Exercisability. An SAR shall be exercisable during the period specified
by the Committee in the Grant Instrument and shall be subject to such vesting
and other restrictions as may be specified in the Grant Instrument. The
Committee may accelerate the exercisability of any or all outstanding SARs at
any time for any reason. SARs may only be exercised while the Grantee is
employed by the Company or during the applicable period after termination of
employment as described in Section 5(e). A tandem SAR shall be exercisable only
during the period when the Option to which it is related is also exercisable. No
SAR
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may be exercised for cash by an officer or director of the Company or any of
its subsidiaries who is subject to Section 16 of the Exchange Act, except in
accordance with Rule 16b-3 under the Exchange Act.
(d) Value of SARs. When a Grantee exercises SARs, the Grantee shall receive
in settlement of such SARs an amount equal to the value of the stock
appreciation for the number of SARs exercised, payable in cash, Company Stock or
a combination thereof. The stock appreciation for an SAR is the amount by which
the Fair Market Value of the underlying Company Stock on the date of exercise of
the SAR exceeds the base amount of the SAR as described in Subsection (a).
(e) Form of Payment. The Committee shall determine whether the appreciation
in an SAR shall be paid in the form of cash, shares of Company Stock, or a
combination of the two, in such proportion as the Committee deems appropriate.
For purposes of calculating the number of shares of Company Stock to be
received, shares of Company Stock shall be valued at their Fair Market Value on
the date of exercise of the SAR. If shares of Company Stock are to be received
upon exercise of an SAR, cash shall be delivered in lieu of any fractional
share.
8. Performance Units
(a) General Requirements. The Committee may grant performance units
("Performance Units") to an Employee or Key Advisor. Each Performance Unit shall
represent the right of the Grantee to receive an amount based on the value of
the Performance Unit, if performance goals established by the Committee are met.
A Performance Unit shall be based on the Fair Market Value of a share of Company
Stock or on such other measurement base as the Committee deems appropriate. The
Committee shall determine the number of Performance Units to be granted and the
requirements applicable to such Units.
(b) Performance Period and Performance Goals. When Performance Units are
granted, the Committee shall establish the performance period during which
performance shall be measured (the "Performance Period"), performance goals
applicable to the Units ("Performance Goals") and such other conditions of the
Grant as the Committee deems appropriate. Performance Goals may relate to the
financial performance of the Company or its operating units, the performance of
Company Stock, individual performance, or such other criteria as the Committee
deems appropriate.
(c) Payment with respect to Performance Units. At the end of each
Performance Period, the Committee shall determine to what extent the Performance
Goals and other conditions of the Performance Units are met and the amount, if
any, to be paid with respect to the Performance Units. Payments with respect to
Performance Units shall be made in cash, in Company Stock, or in a combination
of the two, as determined by the Committee.
(d) Requirement of Employment. If the Grantee ceases to be employed by the
Company (as defined in Section 5(e)) during a Performance Period, or if other
conditions established by the Committee are not met, the Grantee's Performance
Units shall be forfeited. The Committee may, however, provide for
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complete or partial exceptions to this requirement as it deems appropriate.
9. Qualified Performance-Based Compensation.
(a) Designation as Qualified Performance-Based Compensation. The Committee
may determine that Performance Units or Restricted Stock granted to an Employee
shall be considered "qualified performance-based compensation" under Section
162(m) of the Code. The provisions of this Section 9 shall apply to Grants of
Performance Units and Restricted Stock that are to be considered "qualified
performance-based compensation" under Section 162(m) of the Code.
(b) Performance Goals. When Performance Units or Restricted Stock that are
to be considered "qualified performance-based compensation" are granted, the
Committee shall establish in writing (i) the objective performance goals that
must be met in order for restrictions on the Restricted Stock to lapse or
amounts to be paid under the Performance Units, (ii) the Performance Period
during which the performance goals must be met, (iii) the threshold, target and
maximum amounts that may be paid if the performance goals are met, and (iv) any
other conditions, including without limitation provisions relating to death,
disability, other termination of employment or Reorganization, that the
Committee deems appropriate and consistent with the Plan and Section 162(m) of
the Code. The performance goals may relate to the Employee's business unit or
the performance of the Company and its subsidiaries as a whole, or any
combination of the foregoing. The Committee shall use objectively determinable
performance goals based on one or more of the following criteria: stock price,
earnings per share, net earnings, operating earnings, return on assets,
shareholder return, return on equity, growth in assets, unit volume, sales,
market share, or strategic business criteria consisting of one or more
objectives based on meeting specific revenue goals, market penetration goals,
geographic business expansion goals, cost targets or goals relating to
acquisitions or divestitures.
(c) Establishment of Goals. The Committee shall establish the performance
goals in writing either before the beginning of the Performance Period or during
a period ending no later than the earlier of (i) 90 days after the beginning of
the Performance Period or (ii) the date on which 25% of the Performance Period
has been completed , or such other date as may be required or permitted under
applicable regulations under Section 162(m) of the Code. The performance goals
shall satisfy the requirements for "qualified performance-based compensation,"
including the requirement that the achievement of the goals be substantially
uncertain at the time they are established and that the goals be established in
such a way that a third party with knowledge of the relevant facts could
determine whether and to what extent the performance goals have been met. The
Committee shall not have discretion to increase the amount of compensation that
is payable upon achievement of the designated performance goals.
(d) Maximum Payment. If Restricted Stock, or Performance Units measured
with respect to the fair market value of the Company Stock, are granted, not
more than 1,600,000 shares of the Company Stock may be granted to an Employee
under the Performance Units or Restricted Stock for any Performance Period. If
Performance Units are measured with respect to other criteria, the
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maximum amount that may be paid to an Employee with respect to a Performance
Period is $1,000,000.
(e) Announcement of Grants. The Committee shall certify and announce the
results for each Performance Period to all Grantees immediately following the
announcement of the Company's financial results for the Performance Period. If
and to the extent that the Committee does not certify that the performance goals
have been met, the grants of Restricted Stock or Performance Units for the
Performance Period shall be forfeited.
10. Withholding of Taxes
(a) Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to the Grantee, any federal, state or local taxes
required by law to be withheld with respect to such Grants. In the case of
Options and other Grants paid in Company Stock, the Company may require the
Grantee or other person receiving such shares to pay to the Company the amount
of any such taxes that the Company is required to withhold with respect to such
Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.
(b) Election to Withhold Shares. If the Committee so permits, a Grantee may
elect to satisfy the Company's income tax withholding obligation with respect to
an Option, SAR, Restricted Stock or Performance Units paid in Company Stock by
having shares withheld up to an amount that does not exceed the Grantee's
maximum marginal tax rate for federal (including FICA), state and local tax
liabilities. The election must be in a form and manner prescribed by the
Committee and shall be subject to the prior approval of the Committee.
11. Transferability of Grants
(a) Nontransferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee, pursuant to a domestic
relations order (as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder). When a
Grantee dies, the personal representative or other person entitled to succeed to
the rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or her
right to receive the Grant under the Grantee's will or under the applicable laws
of descent and distribution.
(b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing,
the Committee may provide, in a Grant Instrument, that a Grantee may transfer
Nonqualified Stock Options to family members or other persons or entities
according to such terms as the Committee may determine, provided that the
Grantee receives no consideration for the transfer of an Option and the
transferred Option
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shall continue to be subject to the same terms and conditions as were applicable
to the Option immediately before the transfer.
12. Right of First Refusal
Prior to a Public Offering, if at any time an individual desires to sell,
encumber, or otherwise dispose of shares of Company Stock distributed to him
under this Plan, the individual shall first offer the shares to the Company by
giving the Company written notice disclosing: (a) the name of the proposed
transferee of the Company Stock; (b) the certificate number and number of shares
of Company Stock proposed to be transferred or encumbered; (c) the proposed
price; (d) all other terms of the proposed transfer; and (e) a written copy of
the proposed offer. Within 30 days after receipt of such notice, the Company
shall have the option to purchase all or part of such Company Stock at the same
price and on the same terms as contained in such notice.
In the event the Company (or a shareholder, as described below) does not
exercise the option to purchase Company Stock, as provided above, the individual
shall have the right to sell, encumber or otherwise dispose of his shares of
Company Stock on the terms of the transfer set forth in the written notice to
the Company, provided such transfer is effected within 30 days after the
expiration of the option period. If the transfer is not effected within such
period, the Company must again be given an option to purchase, as provided
above.
The Board, in its sole discretion, may waive the Company's right of first
refusal pursuant to this Section 12 and the Company's repurchase right pursuant
to Section 13 below. If the Company's right of first refusal or repurchase right
is so waived, the Board may, in its sole discretion, pass through such right to
the remaining shareholders of the Company in the same proportion that each
shareholder's stock ownership bears to the stock ownership of all the
shareholders of the Company, as determined by the Board. To the extent that a
shareholder has been given such right and does not purchase his or her
allotment, the other shareholders shall have the right to purchase such
allotment on the same basis.
On and after a Public Offering, the Company shall have no further right to
purchase shares of Company Stock under this Section 12 and Section 13 below, and
its limitations shall be null and void.
Notwithstanding the foregoing, the Committee may require that a Grantee
execute a shareholder's agreement, with such terms as the Committee deems
appropriate, with respect to any Company Stock distributed pursuant to this
Plan. Such agreement may provide that the provisions of this Section 12 and
Section 13 below shall not apply to such Company Stock.
13. Purchase by the Company
Prior to a Public Offering, if a Grantee ceases to be employed by the
Company, the Company shall have the right to purchase all or part of any Company
Stock distributed to him under this Plan at its then current Fair Market Value
(as defined in Section 5(b)); provided, however, that such repurchase shall be
made in accordance
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with applicable accounting rules to avoid adverse accounting treatment.
14. Reorganization of the company.
(a) Reorganization. As used herein, a "Reorganization" shall be deemed to
have occurred if the shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company.
(b) Assumption of Grants. Upon a Reorganization where the Company is not
the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
and SARs that are not exercised shall be assumed by, or replaced with comparable
options or rights by, the surviving corporation.
(c) Other Alternatives. Notwithstanding the foregoing, in the event of a
Reorganization, the Committee may take one or both of the following actions: the
Committee may (i) require that Grantees surrender their outstanding Options and
SARs in exchange for a payment by the Company, in cash or Company Stock as
determined by the Committee, in an amount equal to the amount by which the then
Fair Market Value of the shares of Company Stock subject to the Grantee's
unexercised Options and SARs exceeds the Exercise Price of the Options or the
base amount of the SARs, as applicable, or (ii) after giving Grantees an
opportunity to exercise their outstanding Options and SARs, terminate any or all
unexercised Options and SARs at such time as the Committee deems appropriate.
Such surrender or termination shall take place as of the date of the
Reorganization or such other date as the Committee may specify.
(d) Limitations. Notwithstanding anything in the Plan to the contrary, in
the event of a Reorganization, the Committee shall not have the right to take
any actions described in the Plan (including without limitation actions
described in Subsection (b) above) that would make the Reorganization ineligible
for pooling of interests accounting treatment or that would make the
Reorganization ineligible for desired tax treatment if, in the absence of such
right, the Reorganization would qualify for such treatment and the Company
intends to use such treatment with respect to the Reorganization.
15. Requirements for Issuance or Transfer of Shares
(a) Shareholder's Agreement. The Committee may require that a Grantee
execute a shareholder's agreement, with such terms as the Committee deems
appropriate, with respect to any Company Stock distributed pursuant to this
Plan.
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(b) Limitations on Issuance or Transfer of Shares. No Company Stock shall
be issued or transferred in connection with any Grant hereunder unless and until
all legal requirements applicable to the issuance or transfer of such Company
Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Grantee
hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.
16. Amendment and Termination of the Plan
(a) Amendment. The Board may amend or terminate the Plan at any time.
(b) Termination of Plan. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders.
(c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents. The termination of
the Plan shall not impair the power and authority of the Committee with respect
to an outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended in accordance with the Plan or, may be
amended by agreement of the Company and the Grantee consistent with the Plan.
(d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.
17. Funding of the Plan
This Plan shall be unfunded. The Company shall not be required to establish
any special or separate fund or to make any other segregation of assets to
assure the payment of any Grants under this Plan. In no event shall interest be
paid or accrued on any Grant, including unpaid installments of Grants.
18. Rights of Grantees
Nothing in this Plan shall entitle any Employee, New Hire, Key Advisor or
other person to any claim or right to be granted a Grant under this Plan.
Neither this Plan
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nor any action taken hereunder shall be construed as giving any individual any
rights to be retained by or in the employ of the Company or any other employment
rights.
19. No Fractional Shares
No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan or any Grant. The Committee shall determine whether cash, other
awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.
20. Headings
Section headings are for reference only. In the event of a conflict between
a title and the content of a Section, the content of the Section shall control.
21. Effective Date of the Plan.
(a) Effective Date. Subject to the approval of the Company's shareholders,
the Plan shall be effective as of May 3, 1996.
(b) Public Offering. The provisions of the Plan that refer to a Public
Offering, or that refer to, or are applicable to persons subject to, section 16
of the Exchange Act or section 162(m) of the Code, shall be effective, if at
all, upon the initial registration of the Company Stock under section 12(g) of
the Exchange Act, and shall remain effective thereafter for so long as such
stock is so registered.
22. Miscellaneous
(a) Grants in Connection with Corporate Transactions and Otherwise. Nothing
contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions required by the Plan and from those of the substituted
stock incentives. The Committee shall prescribe the provisions of the substitute
grants.
(b) Compliance with Law. The Plan, the exercise of Options and SARs and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule
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16b-3 or its successors under the Exchange Act. The Committee may revoke any
Grant if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation. The Committee may also adopt
rules regarding the withholding of taxes on payments to Grantees. The Committee
may, in its sole discretion, agree to limit its authority under this Section.
(c) Governing Law. The validity, construction, interpretation and effect of
the Plan and Grant Instruments issued under the Plan shall exclusively be
governed by and determined in accordance with the laws of the State of Delaware.
Exhibit 5.1
July 7, 1999
OAO Technology Solutions, Inc.
7500 Greenway Center Drive, 16th Floor
Greenbelt, MD 20770
Gentlemen:
I have acted as counsel to OAO Technology Solutions, Inc. (the "Company"),
and I am delivering this opinion in connection with the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), relating to an aggregate of 3,400,000 shares of
Common Stock of the Company, $.01 par value per share (the "Shares"), that may
be awarded under the Company's Amended and Restated 1996 Equity Compensation
Plan (the "Plan").
In this connection, I have reviewed the Company's Certificate of
Incorporation, its Bylaws, resolutions of its Board of Directors and
stockholders, and such other documents and corporate records as I have deemed
appropriate in the circumstances. My opinion is limited solely to matters
governed by the laws of the State of Delaware and the federal laws of the United
States of America.
Based upon the foregoing and consideration of such questions of law as I
have deemed relevant, I am of the opinion that the Shares, when awarded in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission.
This opinion is rendered to you in connection with the above-referenced
Registration Statement and may be relied on by you only in connection therewith.
No other person may rely on this opinion. This opinion may not be quoted by you
or any other person without my prior written consent.
My rendering of this opinion to you does not obligate me to render any
further opinion to you or to update this opinion at any time in the future.
Very truly yours,
/s/ A. Christopher Ducanes
A. Christopher Ducanes
Corporate Counsel
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OAO Technology Solutions, Inc. on Form S-8 of our report dated February 24, 1999
appearing in the Annual Report on Form 10-K of OAO Technology Solutions, Inc.
for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Washington, D.C.
July 7, 1999
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