<PAGE>
As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. __________
================================================================================
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7500 Greenway Center Drive 20770
Greenbelt, Maryland (Zip Code)
(Address of Principal
Executive Offices)
OAO TECHNOLOGY SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
____________________
Gregory A. Pratt
Chief Executive Officer and President
7500 Greenway Center Drive
Greenbelt, Maryland 20770
(301) 486-0400
(Name, address, and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Title of Amount Proposed Proposed Amount of
Securities to To Be Maximum Maximum Registration
Be Registered Registered (1) Offering Price Aggregate Fee
Per Share (2) Offering Price (2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 1,000,000 3.375 3,375,000.00 $938.25
value.................
===========================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the OAO Technology Solutions, Inc. Employee
Stock Purchase Plan described herein.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
aggregate offering price and the amount of the registration fee based upon
the average of the high and low prices reported for the shares on NASDAQ on
March 26, 1999.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by OAO Technology Solutions, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement.
(A) Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(C) The description of the Company's Common Stock contained in the
Registration Statement Form 8-A filed by the Company on October 6,
1997 to register such securities under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
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 is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorney's fees) actually and reasonably incurred by
such person
<PAGE>
in connection with the defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.
Section 145 further provides that the indemnification provisions of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office. The certificate of incorporation of the Company provides that, to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, no director of the corporation shall be liable to the corporation or
its stockholders for monetary damages arising from a breach of fiduciary duty
owed to the corporation or its stockholders.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145. The Company has a directors and officers liability insurance policy that
affords directors and officers with insurance coverage for losses arising from
claims based on breaches of duty, negligence and wrongful acts.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the Index of Exhibits attached hereto are
incorporated by reference and are part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form
S-3 or Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Company hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Greenbelt, State of Maryland, on March 29, 1999.
OAO TECHNOLOGY SOLUTIONS, INC.
By:/s/ Gregory A. Pratt
-------------------------------------
Gregory A. Pratt
Chief Executive Officer and President
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory A. Pratt and J. Jeffrey Fox, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of March 29, 1999.
Name Title(s)
- ---- --------
/s/ Gregory A. Pratt Chief Executive Officer,
- ---------------------------------------- President and Director
Gregory A. Pratt
/s/ J. Jeffrey Fox Vice-President of Finance
- ---------------------------------------- and Chief Financial Officer
J. Jeffrey Fox
/s/ Jerry L. Johnson Chairman of the Board of Directors
- ----------------------------------------
Jerry L. Johnson
/s/ Cecile D. Barker Director
- ----------------------------------------
Cecile D. Barker
/s/ Thomas C. Lynch Director
- ----------------------------------------
Thomas C. Lynch
/s/ Frank B. Foster, III Director
- ----------------------------------------
Frank B. Foster, III
/s/ Yvonne Brathwaite Burke Director
- ----------------------------------------
Yvonne Brathwaite Burke
/s/ John Lehman Director
- ----------------------------------------
John Lehman
/s/ William R. Hill Director
- ----------------------------------------
William R. Hill
4
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Number Exhibit
- -------------- -------
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to the respective exhibit
to the Company's Registration Statement on Form S-1
(Registration No. 333-00796) declared effective on October
22, 1998).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to the respective exhibit to the Company's
Registration Statement on Form S-1 (Registration No. 333-
00796) declared effective on October 22, 1998).
4.4 OAO Technology Solutions, Inc. Employee Stock Purchase Plan
5.1 Opinion of Counsel
23.1 Consent of Counsel
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (See page 5 of this Registration
Statement)
5
<PAGE>
OAO Technology Solutions, Inc.
Employee Stock Purchase Plan
The following constitute the provisions of the Employee Stock Purchase Plan
of OAO
Technology Solutions, Inc.
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 accumulated payroll deductions. It is the intention of the Company to
have the Plan qualify as an "Employee Stock Purchase Plan" under section 423 of
the Code (as defined below). The provisions of the Plan shall be construed
accordingly, so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
2. Definitions.
-----------
(a) "Act" shall mean the Securities Exchange Act of 1934, as amended.
---
(b) "Board" shall mean the Board of Directors of the Company.
-----
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(d) "Common Stock" shall mean the common stock, $.01 par value per share,
------------
of the Company.
(e) "Committee" shall mean the committee appointed pursuant to Paragraph
---------
11.
(f) "Company" shall mean OAO Technology Solutions, Inc., a Delaware
-------
corporation, or any successor which adopts this Plan.
(g) "Compensation" shall mean the base pay or regular straight-time
------------
earnings as in effect at the beginning of each Offering Period.
(h) "Continuous Status as an Employee" shall mean the absence of any
--------------------------------
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
that meets the requirements of Paragraph 9(b).
(i) "Designated Subsidiary" shall mean any Subsidiary that has adopted the
---------------------
Plan in accordance with Paragraph 29.
(j) "Eligible Employee" shall have the meaning defined in Paragraph 3(a).
-----------------
A-1
<PAGE>
(k) "Employee" shall mean any person, including an officer, who is
--------
customarily employed for at least 20 hours per week and for more than five
months in the calendar year by an Employer, provided, however, that no
individual shall be considered an Employee for purposes of this Plan if a
country's law prohibits the granting of options under this Plan to individuals
who are citizens of that country. The determination of whether an individual is
an Employee for purposes of this Plan shall be made in accordance with the rules
under Section 3401(c) of the Code and the Treasury Regulations thereunder.
(1) "Employer" shall mean the Company and each of its Designated
--------
Subsidiaries.
(m) "Enrollment Date" shall mean the first day of each Offering Period.
---------------
(n) "Exercise Date" shall mean the last day of each Offering Period.
-------------
(o) "Exercise Price" shall have the meaning as defined in Paragraph 6(b).
--------------
(p) "Offering Period" shall mean that period to be determined by the
---------------
Committee beginning on the date Eligible Employees are offered the opportunity
to purchase shares hereunder. The initial Offering Period shall be February 1,
1999 and shall end March 31, 1999. Thereafter and until changed by the
Committee, in its sole and absolute discretion, a new Offering Period shall
begin on the first day of each calendar quarter beginning April 1, July 1,
October 1 and January 1 and shall conclude the last day of each such quarter
June 30, September 30, December 31 and March 31.
(q) "Participant" shall mean an Eligible Employee who has elected to
-----------
participate herein by authorizing payroll deductions pursuant to Paragraph 4.
(r) "Payroll Deduction Account" shall mean the separate account maintained
-------------------------
hereunder to record the amount of a Participant's Compensation that has been
withheld pursuant to Paragraph 5.
(s) "Plan" shall mean the OAO Technology Solutions, Inc. Employee Stock
----
Purchase Plan.
(t) "Share" shall mean a share of Common Stock.
-----
(u) "Subscription Agreement" shall have the meaning as defined in Paragraph
----------------------
4(a).
(v) "Subsidiary" shall mean a corporation, domestic or foreign, of which at
----------
the time of the granting of the option pursuant to Paragraph 6, not less than
50% of the total combined voting power of all classes of stock are held by the
Company or a Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a Subsidiary.
A-2
<PAGE>
3. Eligibility.
------------
(a) General Rule. Any Employee on an Enrollment Date shall be eligible to
------------
participate as an "Eligible Employee" during the Offering Period beginning on
such Enrollment Date, subject to the requirements of Paragraph 4(a) and the
limitations imposed by section 423(b) of the Code.
(b) Exceptions. Any provisions of the Plan to the contrary
----------
notwithstanding, no Employee shall be an Eligible Employee if:
(i) Immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to section 424(d)
of the Code) would own stock (including for purposes of this Paragraph 3(b)
any stock he may acquire upon exercise of outstanding options) possessing
5% or more of the total combined voting power or value of all classes of
stock of the Company or of any Subsidiary computed in accordance with
section 423(b)(3) of the Code; or
(ii) Such option would permit such Employee's right to purchase stock
under all employee stock purchase plans (described in section 423 of the
Code) of the Company and its Subsidiaries to accrue at a rate which exceeds
$25,000 of the fair market value of such stock (determined at the time such
option is granted) for each calendar year in which such option is
outstanding at any time, in accordance with the provisions of section
423(b)(8) of the Code.
4. Participation.
-------------
(a) An Eligible Employee may become a Participant in the Plan by completing
a Subscription Agreement authorizing payroll deductions, in a form substantially
similar to Exhibit A attached to this Plan ("Subscription Agreement"), and
filing it with the Company's Human Resources Department prior to the applicable
Enrollment Date, unless a later time for filing the Subscription Agreement is
set by the Committee for all Eligible Employees with respect to a given Offering
Period.
(b) Payroll deductions for a Participant shall commence with the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the Participant as provided in Paragraph 9.
(c) An Eligible Employee may waive his right to participate for any
Offering Period by declining to authorize a payroll deduction. Such declination
must be filed in writing in the time and manner specified thereby. The filing
of a written declination shall result in the Employee's waiver of participation
for only the Offering Period to which it relates and shall be irrevocable with
respect to such Offering Period. Except as otherwise provided in this
Paragraph, an Employee's waiver of participation for a specified Offering Period
shall not, in and of itself,
A-3
<PAGE>
adversely impact the right of such Employee to participate in the Plan during
any subsequent Offering Periods except those Offering Periods with respect to
which he files additional written declinations in accordance with the provisions
of this Paragraph.
5. Payroll Deductions.
------------------
(a) At the time a Participant files his or her Subscription Agreement, such
Participant shall elect to have payroll deductions (in whole percentage
increments) made on each pay date during the Offering Period in an amount of not
less than 1% nor more than 15% of the Compensation which he or she receives on
each pay date during the Offering Period.
(b) All payroll deductions made by a Participant shall be credited to his
or her Payroll Deduction Account under the Plan. No interest shall accrue on
the payroll deductions in a Participant's Payroll Deduction Account in the Plan.
(c) No changes in the rate of payroll deductions other than a withdrawal
pursuant to Paragraph 9 are permitted.
6. Grant of Option.
---------------
(a) On the Enrollment Date of each Offering Period during the term of the
Plan each Participant in such Offering Period shall be granted an option to
purchase up to a number of whole Shares determined by dividing 15% of the
Participant's Compensation by the Exercise Price; provided, however, that the
number of shares subject to such option shall be reduced, if necessary, to a
number of shares which would not exceed the limitations described in Paragraph
3(b) or Paragraph 10(a) hereof. The fair market value of a Share shall be
determined as provided in Paragraph 6(b).
(b) The "Exercise Price" per Share offered in a given Offering Period shall
be determined by the Committee but shall not be less than the lower of: (i) 85%
of the fair market value of a Share on the Enrollment Date, or (ii) 85% of the
fair market value of a Share on the Exercise Date. The fair market value of a
Share on a given date shall be the closing price of such Share as reported by
the Nasdaq National Market or reported on such other national exchange as it
may, from time to time, be reported on, on such date (or if there shall be no
trading on such date, then on the first previous date on which there is such
trading), unless the Shares cease to be traded on a national exchange. If the
Shares cease to be traded on a national exchange, fair market value shall be
determined by the Committee in its discretion consistent with section 423 of the
Code or the regulations thereunder.
(c) All grants made hereunder shall be deemed to have been made on the
applicable Enrollment Date.
A-4
<PAGE>
7. Exercise of Option. The Participant's option for the purchase of Shares
------------------
will be exercised automatically on the Exercise Date of each Offering Period,
and the maximum number of full shares subject to such option will be purchased
for such Participant at the applicable Exercise Price with the payroll
deductions accumulated in his or her Payroll Deduction Account, unless prior to
such Exercise Date the Participant has withdrawn from the Offering Period as
provided in Paragraph 9. During a Participant's lifetime a Participant's option
to purchase shares hereunder is exercisable only by such Participant. Any
amount remaining in the Participant's Payroll Deduction Account after the
Offering Period shall be held in the Payroll Deduction Account until the next
Offering Period, unless the Offering Period has been oversubscribed or has
terminated, in which case such amount shall be refunded to the Participant.
8. Delivery. As soon as practicable after the Exercise Date, the Committee
--------
shall arrange the delivery to each Participant, or to his account at a brokerage
firm, of a certificate representing the shares purchased upon exercise of his or
her option.
9. Withdrawal; Termination of Employment.
---------------------------------------
(a) A Participant may withdraw all, but not less than all, of the payroll
deductions credited to his or her Payroll Deduction Account and not yet used
toward the exercise of his or her option under the Plan at any time by giving
written notice to the Committee on a form substantially similar to Exhibit B
attached to this Plan. All of the Participant's payroll deductions credited to
his or her Payroll Deduction Account that have not yet been used to purchase
Shares will be paid to such Participant as soon as practicable after receipt of
his or her notice of withdrawal. A withdrawal of a Participant's Payroll
Deduction Account shall terminate the Participant's participation for the
Offering Period in which the withdrawal occurs. No further payroll deductions
for the purchase of shares will be made during the Offering Period.
(b) Upon termination of the Participant's Continuous Status as an Employee
of the Company for any reason, he or she will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to his or her Payroll
Deduction Account will be returned to such Participant and his or her option
will be canceled; provided, however, a Participant who goes on a leave of
absence shall be permitted to remain in the Plan with respect to an Offering
Period which commenced prior to the beginning of such leave of absence. If such
Participant is not guaranteed reemployment by contract or statute and the leave
of absence exceeds 90 days, such Participant shall be deemed to have terminated
employment on the 91st day of such leave of absence. Payroll deductions for a
Participant who has been on a leave of absence will resume upon return to work
at the same rate as in effect prior to such leave unless the leave of absence
begins in one Offering Period and ends in a subsequent Offering Period, in which
case the Participant shall not be permitted to re-enter the Plan until a new
Subscription Agreement is filed with respect to an Offering Period which
commences after such Participant has returned to work from the leave of absence.
A-5
<PAGE>
(c) A Participant's withdrawal from one Offering Period will not have any
effect upon his or her eligibility to participate in a different Offering Period
or in any similar plan which may hereafter be adopted by the Company.
10. Shares.
------
(a) The maximum number of Shares which shall be made available for sale
under the Plan shall be 1,000,000 Shares, subject to adjustment upon changes in
capitalization of the Company as provided in Paragraph 16. Either authorized
and unissued Shares or issued Shares heretofore or hereafter reacquired by the
Employer may be made subject to purchase under the Plan, in the sole and
absolute discretion of the Committee. Further, if for any reason any purchase
of any Shares under the Plan is not consummated, Shares subject to such purchase
agreement may be subjected to a new Subscription Agreement under the Plan. If,
on the Exercise Date, the number of Shares with respect to which options are to
be exercised exceeds the number of Shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give written notice
of such reduction of the Shares which each Employee shall be allowed to
purchase. Notwithstanding anything to the contrary herein, the Company shall
not be obligated to issue Shares hereunder if, in the opinion of counsel for the
Company, such issuance would constitute a violation of federal or state
securities laws.
(b) The Participant will have no interest or voting right in Shares covered
by his or her option until such option has been exercised and the Shares have
been issued or transferred to the Participant.
(c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or, at the prior written request of
the Participant, in the names of the Participant and his or her spouse.
11. Administration. The Plan shall be administered by a Committee appointed by
--------------
the Board. Such Committee shall have all powers with respect to the Plan, except
for amending or terminating the Plan as set forth in Paragraph 17 hereof.
(a) Each member of the Committee shall serve until his successor is
appointed. Any member of the Committee may be removed at any time by the Board,
with or without cause, which shall have the power to fill any vacancy which may
occur. A Committee member may resign by giving 30 days written notice to the
Company.
(b) The members of the Committee shall serve without compensation for
services as such, but the Company shall pay all expenses of the Committee.
(c) The Committee shall have the following powers and duties:
A-6
<PAGE>
(1) To direct the administration of the Plan in accordance with the
provisions herein set forth;
(2) To adopt rules of procedure and regulations necessary for the
administration of the Plan provided the rules are not inconsistent with the
terms of the Plan;
(3) To determine all questions with regard to rights of Employees and
Participants under the Plan, including, but not limited to, the eligibility
of an Employee to participate in the Plan;
(4) To enforce the terms of the Plan and the rules and regulations it
adopts;
(5) To direct the distribution of the Shares purchased hereunder;
(6) To furnish the Employer with information which the Employer may
require for tax or other purposes;
(7) To engage the service of counsel (who may, if appropriate, be
counsel for an Employer) and agents whom it may deem advisable to assist it
with the performance of its duties;
(8) To prescribe procedures to be followed by Participants in electing
to participate herein;
(9) To receive from each Employer and from Employees such information
as shall be necessary for the proper administration of the Plan;
(10) To maintain, or cause to be maintained, separate accounts in the
name of each Participant to reflect the Participant's Payroll Deduction
Account under the Plan; and
(11) To interpret and construe the Plan.
12. Designation of Beneficiary.
--------------------------
(a) A Participant may file a written designation of a beneficiary (as
indicated in the Subscription Agreement or otherwise) who is to receive any
Shares under the Plan in the event of such Participant's death subsequent to the
Exercise Date on which an option is exercised but prior to the issuance of such
shares. In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's Payroll Deduction
Account under the Plan in the event of such Participant's death prior to the
Exercise Date of the option.
(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 and in
the absence of a beneficiary validly
A-7
<PAGE>
designated under the Plan, the Committee 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 or
Committee), the Committee, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Committee,
then to such other person as the Committee may designate.
13. Transferability. Neither payroll deductions credited to Participant's
---------------
Payroll Deduction Account nor any rights with regard to the exercise of an
option 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 Paragraph 12 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Committee may treat such act as an election to withdraw
funds in accordance with Paragraph 9.
14. 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.
15. Reports. Individual Payroll Deduction Accounts will be maintained for each
-------
Participant in the Plan. Statements of Payroll Deduction Account will be given
to Participants as soon as practicable following an Exercise 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.
16. Adjustments Upon Changes in Capitalization. If an option under this Plan
------------------------------------------
is exercised subsequent to any stock split, spinoff, recapitalization,
reorganization, reclassification, merger, consolidation, exchange of shares, or
the like occurring after such option was granted, as a result of which shares of
any class of stock shall be issued in respect of the outstanding shares, or
shares shall be changed into a different number of the same or another class or
classes, the number of Shares to which such option shall be applicable and the
option price for such Shares shall be appropriately adjusted by the Company.
Any such adjustment, however, in the Shares shall be made without change in the
total price applicable to the portion of the Shares purchased hereunder which
has not been fully paid for, but with a corresponding adjustment, if
appropriate, in the price for the Shares.
In the event of the proposed dissolution or liquidation of the Company
or upon a proposed reorganization, merger, or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation, or upon a proposed sale of substantially all of the property or
stock of the Company to another corporation, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board, and the holder of each option then outstanding under the
Plan will thereafter be entitled to receive, upon the exercise of such option,
as nearly as reasonably may
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<PAGE>
be determined, the cash, securities, and/or property which a holder of one
Share, was entitled to receive upon and at the time of such transaction for each
Share to which such option shall be exercised. The Board shall take such steps
in connection with such transactions as the Board shall deem necessary to assure
that the provisions of this Paragraph shall thereafter be applicable, as nearly
as reasonably may be determined, in relation to the said cash, securities,
and/or property as to which such holder of such option might thereafter be
entitled to receive.
17. Amendment or Termination. The Board may at any time and for any reason
------------------------
terminate or atnend the Plan. Except as specifically provided in the Plan, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interest of the
Company and its stockholders. Except as specifically provided in the Plan or as
required to obtain a favorable ruling from the Internal Revenue Service or to
comply with tax or securities law, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
Participant. To the extent necessary to comply with Rule 16b-3 under the Act or
section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval in
such manner and to such a degree as required.
18. Notices. All notices or other communications by a Participant to the
-------
Company or Committee under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.
19. Stockholder Approval. Commencement of the Plan shall be subject to
--------------------
approval by the stockholders of the Company within 12 months before or after the
date the Plan is adopted. Notwithstanding any provision to the contrary, failure
to obtain such stockholder approval shall void the Plan, any options granted
under the Plan, any Share purchases pursuant to the Plan, and all rights of all
Participants.
20. Conditions Upon Issuance of Shares. 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 Iiinitation, the
Securities Act of 1933, as amended, the Act, 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.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
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.
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<PAGE>
21. 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 Paragraph 19. It shall continue in effect for a term of ten years
unless sooner terminated under Paragraph 17.
22. No Rights Implied. Nothing contained in this Plan or any modification or
-----------------
amendment to the Plan or in the creation of any Payroll Deduction Account, or
the execution of any participation election form, or the issuance of any Shares,
shall give any Employee or Participant any right to continue employment, any
legal or equitable right against the Employer or Company or any officer,
director, or Employee of an Employer or Company, except as expressly provided by
the Plan.
23. Severability. In the event any provision of the Plan shall be held to be
------------
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of the Plan, but shall be fully severable and the Plan
shall be construed and enforced as if the illegal or invalid provision had never
been included herein.
24. Waiver of Notice. Any person entitled to notice under the Plan may waive
----------------
the notice.
25. Successors and Assigns. The Plan shall be binding upon all persons entitled
----------------------
to purchase Shares under the Plan, their respective heirs, legatees, and legal
representatives and upon the Employer, its successors and assigns.
26. Headings. The titles and headings of the Paragraphs are included for
--------
convenience of reference only and are not to be considered in construction of
the provisions hereof.
27. Governing Law. All questions arising with respect to the provisions of
-------------
this Plan shall be determined by application of the laws of the State of
Delaware except to the extent Delaware law is preempted by federal statute. The
obligation of the Employer to sell and deliver Shares under the Plan is subject
to applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale or delivery of such Shares.
28. No Liability for Good Faith Determinations. Neither the members of the
------------------------------------------
Board nor any member of the Committee (nor their delegates) shall be liable for
any act, omission, or determination taken or made in good faith with respect to
the Plan or any right to purchase Shares granted under it, and members of the
Board and the Committee (and their delegates) shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage, or expense (including attorneys' fees, the costs of settling any suit,
provided such settlement is approved by independent legal counsel selected by
the Company, and amounts paid in satisfaction of a judgment, except a judgment
based on a finding of bad faith) arising therefrom to the full extent permitted
by law and under any directors and officers liability or similar insurance
coverage that may from time to time be in effect.
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<PAGE>
29. Participating Employers. This Plan shall constitute the employee stock
-----------------------
purchase plan of the Company and each Designated Subsidiary. A Designated
Subsidiary may adopt and participate in this Plan beginning as of the next
Enrollment Date, provided the Board has consented to such Designated
Subsidiary's participation. A Designated Subsidiary may withdraw from the Plan
as of any Enrollment Date by giving written notice to the Board, and such notice
must be received by the Board at least 30 days prior to such Enrollment Date.
30. No Guarantee of Interests or Tax Treatment. Neither the Committee nor the
------------------------------------------
Company guarantees the Common Stock from loss or depreciation. Neither the
Committee nor the Company guarantees favorable tax treatment for the purchase of
Shares hereunder.
31. Payment of Expenses. All expenses incident to the administration,
-------------------
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company.
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed
effective this _______ day of ____________, 1998.
OAO TECHNOLOGY SOLUTIONS, INC.
ATTEST: By:_________________________________
_______________________________ Its____________________________
Secretary
A-11
<PAGE>
[LETTERHEAD OF SWEENEY METZ FOX MCGRANN & SCHERMER L.L.C.]
March 16, 1999
[LOGO OF SWEENEY METZ]
OAO Technology Solutions, Inc.
7500 Greenway Center Drive
Suite 1600
Greenbelt, MD 20770
Gentlemen:
We have acted as counsel for OAO Technology Solutions, Inc., a Delaware
corporation (the "Company"), with respect to the preparation of a Prospectus and
related Registration Statement on Form S-8 (the "Registration Statement"), to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 1,000,000 shares of the Company's Common Stock
(the "Common Stock") pursuant to the Company's Employee Stock Purchase Plan (the
"Plan").
In connection with our representation, we have examined: (a) the
Registration Statement; (b) the Articles of Incorporation and By-laws of the
Company, as amended to date; (c) the Plan; and (d) such other minutes of
corporate proceedings, documents and records as we have deemed necessary to
enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
2. The shares of Common Stock offered by the Company as contemplated in
the Registration Statement will, when issued, be validly issued, fully paid and
nonassessable.
We express no opinion herein as to the laws of any jurisdiction other than
the laws of the State of Delaware and the federal laws of the United States of
America.
We assume no obligation to supplement this opinion letter if any applicable
laws change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after the date hereof. This opinion letter
is
<PAGE>
OAO Technology Solutions, Inc.
March 16, 1999
Page 2
rendered solely for your benefit in connection with the transactions
described above. This opinion letter may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without our prior written consent. The opinions
expressed in this letter are limited to the matters set forth in this letter,
and no other opinion or opinions should be inferred beyond the matters expressly
stated.
We consent to the use of this opinion as an exhibit to the Registration
Statement and also may be relied upon by the transfer agent.
Very truly yours,
SWEENEY METZ FOX McGRANN & SCHERMER L.L.C.
/s/ Sweeney Metz Fox McGrann & Schermer LLC
-------------------------------------------
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITOR'S 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 Registrant's Annual Report on Form 10-K of
OAO Technology Solutions, Inc. for the year ended December 31, 1998.
Deloitte & Touche LLP
Washington, D.C.
March 29, 1999
