<PAGE>
As Filed With the Securities and Exchange Commission on July 30, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
SM&A CORPORATION
----------------
(Exact name of registrant as specified in its charter)
California 33-0080929
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
SM&A CORPORATION
AMENDED 1997 STOCK OPTION PLAN
------------------------------
(Full title of the plan)
Michael A. Piraino
President and Chief Operating Officer
SM&A CORPORATION
4695 MacArthur Court, Eighth Floor
Newport Beach, California 92660
-------------------------------
(Name and address of agent for service)
(949) 975-1550
--------------
(Telephone number, including area code, of agent for service)
COPY TO:
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Thomas J. Crane, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626
(714) 641-5100
Calculation of Registration Fee
<TABLE>
<CAPTION>
========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per unit offering price (2) registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value. 1,000,000 Shares $7.875 $7,875,000 $2,189.25
========================================================================================================
</TABLE>
(1) SM&A Corporation (the "Registrant") has previously registered 1,500,000
shares of its Common Stock under its Amended 1997 Stock Option Plan with
the Securities and Exchange Commission on April 24, 1998. This amount
covers 1,000,000 additional shares available for issuance under the
Registrant's Amended 1997 Stock Option Plan.
(2) Computed pursuant to Rules 457(c) and 457(h) on the basis of the average of
the high and low sales price reported on the NASDAQ National Market on July
27, 1999.
================================================================================
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
By a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on April 24, 1998, Registration No. 333-
50887 (the "Prior Registration Statement"), SM&A Corporation (the "Registrant")
previously registered 1,500,000 shares of the Common Stock of the Registrant
reserved for issuance from time to time in connection with the Amended 1997
Stock Option Plan (the "Plan"). The Plan authorizes the issuance of up to
2,500,000 shares of Common Stock. Under this Registration Statement, the
Registrant is registering the additional 1,000,000 shares of Common Stock
issuable under the Plan. The contents of the Prior Registration Statement are
incorporated by reference herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.
----------------
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
ITEM 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
Not filed as part of this Registration Statement pursuant to 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 are incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K (File No. 0-23585) for the
fiscal year ended December 31, 1998, filed with the Commission on March 31,
1999.
(b) Registrant's Proxy Statement dated April 19, 1999, filed in
connection with the Registrant's Annual Meeting of Shareholders held on May 18,
1999.
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Securities and Exchange Commission (the
"Commission") on May 17, 1999.
(d) All reports of the Registrant filed pursuant to Section 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the fiscal year ended December 31, 1998;
(e) The description of the Registrant's securities contained in the
Registrant's registration statement on Form 8-A (File No. 000-23585) filed under
the Exchange Act on January 5, 1997, together with any amendment or report
filed pursuant to such Exchange Act amending or updating such description.
(f) Information concerning options issued under the Plan, including the
amounts outstanding, exercises, prices and expiration dates, which will be
included in the future, either in the Registrant's proxy statements, annual
reports or appendices to this Registration Statement.
-2-
<PAGE>
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and shall be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as to modified or superseded, to constitute a part of this Registration
Statement.
The Registrant shall provide without charge to each Participant for
whom this Prospectus is delivered, upon written or oral request of such person,
a copy of any and all of the information that has been incorporated by reference
in the Registration Statement. Such requests should be directed to: Chief
Financial Officer, SM&A Corporation, 4695 MacArthur Court, Eighth Floor, Newport
Beach, California 92660, (949) 975-1550.
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 contents of the Prior Registration Statement pertaining to this
Item are hereby incorporated by reference.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
ITEM 8. Exhibits.
--------
4.1 SM&A Corporation Amended 1997 Stock Option Plan and form of Stock
Option Agreement thereunder.
5 Opinion of Rutan & Tucker, LLP.
23.1 Consent of Rutan & Tucker, LLP (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see p. 6).
-3-
<PAGE>
ITEM 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (unless the
information required by paragraphs (i) and (ii) below is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement):
(i) To include any prospectus required by Section 10(a)(3) of
the Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(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.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California on July 20, 1999.
SM&A CORPORATION,
a California Corporation
By: /S/ MICHAEL A. PIRAINO
------------------------
Michael A. Piraino, President and Chief
Operating Officer
-5-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Piraino and Edward A. Beeman,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendment to this Registration Statement on Form
S-8, and to file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
each attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and ratifying and
confirming all that the attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, including a
majority of the Board of Directors, in the capacities and on the date indicated.
Signature Title Date
- -------------------------- ---------------------------------- -------------
/S/ STEVEN S. MYERS Chairman of the Board and Chief July 20, 1999
- --------------------------
Steven S. Myers Executive Officer (Principal
Executive Officer)
/S/ MICHAEL A. PIRAINO President, Chief Operating July 20, 1999
- --------------------------
Michael A. Piraino Officer and Director
/S/ EDWARD A. BEEMAN Senior Vice President, Chief July 20, 1999
- --------------------------
Edward A. Beeman Financial Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/S/ J. CHRISTOPHER LEWIS Director July 20, 1999
- --------------------------
J. Christopher Lewis
/S/ MALCOLM R. CURRIE Director July 20, 1999
- --------------------------
Malcolm R. Currie
/S/ JAMES R. MELLOR Director July 20, 1999
- --------------------------
James R. Mellor
-6-
<PAGE>
EXHIBITS INDEX
4.1 SM&A Corporation Amended 1997 Stock Option Plan and form of Stock Option
Agreement thereunder
5 Opinion of Rutan & Tucker, LLP
23.1 Consent of Rutan & Tucker, LLP (included in Exhibit 5)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see p. 6)
-7-
<PAGE>
Exhibit 4.1
SM&A CORPORATION
AMENDED
1997 STOCK OPTION PLAN
NOTICE: QUALIFIED OPTIONS UNDER THIS PLAN BEAR RESTRICTIONS GOVERNED BY SECTION
422 OF THE INTERNAL REVENUE CODE. PLAN PARTICIPANTS ARE URGED TO READ SECTION
422 AND TO UNDERSTAND THE RESTRICTIONS CONTAINED THEREIN. NOT ALL SECTION 422
-------------------
RESTRICTIONS ARE REFERENCED IN THIS PLAN. OPTIONS GRANTED HEREUNDER MAY BEAR
- -----------------------------------------
RESTRICTIONS IMPOSED BY FEDERAL AND STATE SECURITIES LAWS. PLAN PARTICIPANTS
ARE URGED TO CONSULT WITH THEIR TAX AND LEGAL ADVISORS CONCERNING THE NATURE AND
RESTRICTIONS UPON THE OPTIONS GOVERNED HEREBY.
1. Purposes.
--------
(a) The purpose of the Plan is to provide a means by which selected
employees, Directors and Consultants of the Company and its Affiliates, may be
given an opportunity to benefit from increases in value of the stock of the
Company through the granting of Incentive Stock Options and Nonstatutory Stock
Options, as defined below.
(b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees, Directors or Consultants of the Company or its
Affiliates, to secure and retain the services of new Employees, Directors and
Consultants, and to provide incentives for such persons to exert maximum efforts
for the success of the Company and its Affiliates.
(c) The Company intends that the Options issued under the Plan shall, in
the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to Section 3(c), be
------------
either Incentive Stock Options and Nonstatutory Stock Options. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section 6,
---------
and a certificate or certificates will be issued for shares purchased on
exercise of such Options.
1. Definitions.
-----------
(a) "Affiliate" means any parent corporation or subsidiary corporation,
---------
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
-----
(c) "Code" means the Internal Revenue Code of 1986, as amended.
----
1
<PAGE>
(d) "Committee" means a Committee appointed by the Board in accordance with
---------
Section 3(c) of the Plan.
- ------------
(e) "Company" means Steven Myers & Associates, Inc., a California
-------
corporation.
(f) "Consultant" means any person, including an advisor, engaged by the
----------
Company or an Affiliate to render consulting or advisory services and who is
compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are
not compensated by the Company for their services as Directors.
(g) "Continuous Status as an Employee, Director or Consultant" means the
--------------------------------------------------------
employment or relationship as a Director or Consultant is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous
Status as an Employee, Director or Consultant shall be considered interrupted in
the case of: (i) any leave of absence approved by the Board, including sick
leave, military leave or any other personal leave; provided, however, that for
-----------------
purposes of Incentive Stock Options, any such leave may not exceed three (3)
months, unless reemployment upon the expiration of such leave is guaranteed by
contract, Company policies or statute; or (ii) transfers between locations of
the Company or between the Company, Affiliates or their successors.
(h) "Director" means a member of the Board.
--------
(i) "Employee" means any person, including Officers and Directors, employed
--------
by the Company or any Affiliate of the Company. Neither service as a Director
nor payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
------------
(k) "Fair Market Value" means, as of any date, the value of the Common
-----------------
Stock of the Company determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a
------
share of Common Stock shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such system or
exchange on the last market trading day prior to the day of determination,
as reported in the Wall Street Journal or such other source as the Board
deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a share of Common Stock shall be the mean between the bid
and asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable;
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Board.
2
<PAGE>
(l) "Incentive Stock Option" means an Option intended to qualify as an
----------------------
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(m) "Non-Employee Director" shall mean a director who:
---------------------
(i) Is not currently an officer (as defined in Rule 16a-1(f) of
the Exchange Act) of the Company or a parent or subsidiary of the Company,
or otherwise currently employed by the Company or a parent or subsidiary of
the Company;
(ii) Does not receive compensation, either directly or
indirectly, from the Company or a parent or subsidiary of the Company, for
services rendered as a consultant or in any capacity other than as a
director, except for an amount that does not exceed the dollar amount for
which disclosure would be required pursuant to Rule 404(a) of the Exchange
Act;
(iii) Does not possess an interest in any other transaction for
which disclosure would be required pursuant to Rule 404(a) of the Exchange
Act; and
(iv) Is not engaged in a business relationship for which
disclosure would be required pursuant to Rule 404(b) of the Exchange Act.
(n) "Nonstatutory Stock Option" means an Option not intended to qualify as
-------------------------
an Incentive Stock Option.
(o) "Officer" means a person who is an officer of the Company within the
-------
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(p) "Option" means a stock option granted pursuant to the Plan.
------
(q) "Option Agreement" means a written agreement between the Company and an
----------------
Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.
(r) "Optionee" means an Employee, Director or Consultant who holds an
--------
outstanding Option.
(s) "Participant" means an Employee, Director or Consultant who is granted
-----------
Options.
(t) "Plan" means this 1997 Stock Option Plan.
----
(u) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
----------
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.
(v) "Securities Act" means the Securities Act of 1933, as amended.
--------------
3
<PAGE>
2. Administration.
--------------
(a) The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in Section 3(c).
------------
(b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
(i) To determine from time to time which of the persons
eligible under the Plan shall be granted Options; when and how Options
shall be granted; whether an Option will be an Incentive Stock Option or a
Nonstatutory Stock Option, the provisions of each Option granted (which
need not be identical), including the vesting schedule for the Options, and
the number of shares underlying such Options to be granted to each such
person;
(ii) To construe and interpret the Plan and Options granted
under it, and to establish amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement,
in a manner and to the extent it shall deem necessary or expedient to make
the Plan fully effective;
(iii) To amend the Plan as provided in Section 12; and
----------
(iv) Generally, to exercise such powers and to perform such acts
as the Board deems necessary or advisable to promote the best interests of
the Company.
(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"), all
---------
of the members of which Committee shall be Non-Employee Directors. If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board (and references in this Plan to the Board shall thereafter be to
the Committee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.
3. Shares Subject to the Plan.
--------------------------
Subject to the provisions of Section 11 relating to adjustments upon
----------
changes in stock, the stock that may be issued pursuant to Options shall not
exceed in the aggregate Two Million Five Hundred Thousand (2,500,000) shares of
the Company's Common Stock. If any Option shall for any reason expire or
otherwise terminates, in whole or in part, without having been exercised in
full, the stock not acquired under such Option shall revert to and again become
available for issuance under the Plan.
4. Eligibility.
-----------
(a) Incentive Stock Options may be granted only to Employees. Nonstatutory
Stock Options may be granted only to Employees, Directors or Consultants.
4
<PAGE>
(b) A Director shall be eligible for the benefits of the Plan provided that
such Director's participation conforms to the requirements of Rule 16b-3, if
applicable.
(c) No person shall be eligible for the grant of an Incentive Stock Option
if, at the time of grant, such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of any of
its Affiliates unless the exercise price of such Incentive Stock Option is at
least one hundred ten percent (110%) of the Fair Market Value of such stock at
the date of grant.
5. Option Provisions.
-----------------
Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:
(a) Term. No Option shall be exercisable after the expiration of ten (10)
----
years from the date it was granted.
(b) Price. The exercise price of each Incentive Stock Option shall be not
-----
less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted. Notwithstanding the
foregoing, the exercise price of any Incentive Stock Option granted hereunder to
any stockholder possessing at least 10% of the total combined voting power of
all classes of stock of the Company shall be not less than one hundred ten
percent (110%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted.
(c) Consideration. The purchase price of stock acquired pursuant to an
-------------
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, (ii) at the
discretion of the Board or the Committee, either at the time of the grant or
exercise of the Option, by delivering to the Company other shares of Common
Stock of the Company (provided that the shares have been held for the period
required to avoid a charge to the Company's reported earnings), (iii) at the
discretion of the Board or the Committee, either at the time of the grant or
exercise of the Option, by delivering to the Company all or any part of an
Option granted under this Plan for a cashless exercise (provided that such
cashless exchange will not result in a charge to the Company's reported
earnings), or (iv) by tendering any other form of legal consideration that may
be acceptable to the Board.
(d) Transferability. An Incentive Stock Option shall not be transferable
---------------
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the Incentive Stock Option
is granted only by such person. A Nonstatutory Stock Option granted to an
Optionee subject to Section 16 of the Exchange Act on the date of grant shall
not be transferable except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order satisfying the requirements of
Rule 16b-3 and the rules thereunder (a "QDRO"), and shall be exercisable during
the lifetime of the person to whom the Option is granted only by such person or
any transferee pursuant to a QDRO. A Nonstatutory Stock Option granted to an
Optionee who is not subject to Section 16 of the Exchange Act on the date of
grant may not be transferable except by will or by the laws of
5
<PAGE>
descent and distribution, unless otherwise permitted by the Board. The person to
whom the Option is granted may, by delivering written notice to the Company, in
a form satisfactory to the Company, designate a third party who, in the event of
the death of the Optionee, shall thereafter be entitled to exercise the Option.
(e) Vesting. The total number of shares of stock subject to an Option may,
-------
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to time during each of
such installment periods, the Option may become exercisable ("vest") with
----
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The provisions of this
Section 6(e) are subject to any Option provisions governing the minimum number
- ------------
of shares as to which an Option may be exercised.
(f) Termination of Employment or Relationship as a Director or Consultant.
---------------------------------------------------------------------
In the event an Optionee's Continuous Status as an Employee, Director or
Consultant terminates (other than upon the Optionee's death or disability), the
Optionee may exercise his or her Option (to the extent that the Optionee was
entitled to exercise it at the date of termination) but only within such period
of time ending on the earlier of (i) the date ninety (90) days after the
termination of the Optionee's Continuous Status as an Employee, Director or
Consultant (or such longer period specified in the Option Agreement), or (ii)
the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination, the Optionee does not exercise his or her Option within
the time specified in the Option Agreement, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.
(g) Disability of Optionee. In the event an Optionee's Continuous Status
----------------------
as an Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination), but only
within such period of time ending on the earlier of (i) the date six (6) months
following such termination (or such longer period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, at the date of termination, the Optionee is not entitled
to exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified herein, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.
(h) Death of Optionee. In the event of the death of an Optionee during, or
-----------------
within a period specified in the Option after the termination of, the Optionee's
Continuous Status as an Employee, Director or Consultant, the Option may be
exercised (to the extent the Optionee was entitled to exercise the Option at the
date of death) by the Optionee's estate, by a person who acquired the right to
exercise the Option by bequest or inheritance or by a person designated to
exercise the option upon the Optionee's death pursuant to Section 6(d), but only
------------
within the period ending on the earlier of (i) the date twelve (12) months
following the date of death (or such longer period specified in the Option
Agreement), or (ii) the expiration of the term of such Option as set forth in
the Option Agreement. If, at the time of death, the Optionee was not entitled
to exercise his or her entire Option, the shares covered by the unexercisable
portion of
6
<PAGE>
the Option shall revert to and again become available for issuance under the
Plan. If, after death, the Option is not exercised within the time specified
herein, the Option shall terminate, and the shares covered by such Option shall
revert to and again become available for issuance under the Plan.
6. Cancellation and Regrant of Options.
-----------------------------------
The Board or the Committee shall have the authority to effect, at any time
and from time to time, (i) the repricing of any outstanding Options under the
Plan, and/or (ii) with the consent of the affected holders of Options, the
cancellation of any outstanding Options under the Plan and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of stock, but having an exercise price per share not
less than one hundred percent (100%) of the Fair Market Value in the case of an
Incentive Stock Option or, in the case of a ten percent (10%) stockholder (as
described in Section 5(c)) not less than one hundred ten percent (110%) of the
------------
Fair Market Value in the case of an Incentive Stock Option.
7. Covenants of the Company.
------------------------
(a) During the terms of the Options, the Company shall keep available at
all times the number of shares of stock which would be issuable under such
outstanding Options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Options; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act either the Plan, any Options or any stock issued or issuable
pursuant to any such Options. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.
8. Use of Proceeds from Stock.
--------------------------
Proceeds from the sale of Common Stock upon exercise of the Options shall
constitute general funds of the Company.
9. Miscellaneous.
-------------
(a) Neither an Optionee nor any person to whom an Option is transferred
under Section 6(d) shall be deemed to be the holder of, or to have any of the
------------
rights of a holder with respect to, any shares subject to such Option unless and
until such person has satisfied all requirements for exercise of the Option
pursuant to its terms.
(b) Nothing in the Plan or any Option granted pursuant thereto shall confer
upon any Employee, Director, Consultant or other holder of Options any right to
continue in the employ of the Company or any Affiliate (or to continue acting as
a Director or Consultant) or shall affect the right of the Company or any
Affiliate to terminate the employment or relationship as a Director or
Consultant of any Employee, Director, Consultant or other holder of Options with
or without cause.
7
<PAGE>
(c) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options are
granted are exercisable for the first time by an Optionee during any calendar
year under all plans of the Company and its Affiliates exceeds One Hundred
Thousand Dollars ($100,000), the Options or portions thereof which exceed such
limit (according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options.
(d) The Company may require any person to whom an Option is granted, or any
person to whom an Option is transferred under Section 6(d), as a condition of
------------
exercising any Option, (1) to give written assurances satisfactory to the
Company as to such person's knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to
the Company who is knowledgeable and experienced in financial and business
matters, and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Option; and (2)
to give written assurances satisfactory to the Company stating that such person
is acquiring the stock subject to the Option for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise or acquisition of stock under the Option has been registered under a
then currently effective registration statement under the Securities Act, or
(ii) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.
(e) To the extent provided by the terms of an Option Agreement, the person
to whom an Option is granted may, at the discretion of the Board, satisfy any
mandatory federal, state or local tax withholding obligation relating to the
exercise or acquisition of stock under an Option by any of the following means
or by a combination of such means: (1) tendering cash payment; (2) authorizing
the Company to withhold shares from the shares of the Common Stock otherwise
issuable to the Participant as a result of the exercise or acquisition of stock
under the Option provided that such arrangement will not result in a charge to
the Company's reported earnings; or (3) delivering to the Company owned and
unencumbered shares of the Common Stock of the Company that have been held for
the period required to avoid a charge to the Company's reported earnings. The
exercise of the Option may be conditioned upon the receipt by the Company of
satisfactory evidence of the Participant's satisfaction of any withholding
obligations.
10. Adjustments Upon Changes in Stock.
---------------------------------
(a) Subject to any required action by stockholders, the number of shares
which may be purchased upon the exercise of each outstanding Option shall be
proportionately increased or decreased upon the occurrence of any change,
increase or decrease in the number and type of issued shares of Common Stock of
the Company, without receipt of consideration by the Company, which change
results from a stock split, a stock dividend, a merger, consolidation,
reorganization, reincorporation, a recapitalization, a combination of shares,
change in corporate structure or other like capital adjustment, so that upon the
exercise of each Option the holders of such Options shall receive the number and
type of securities which the holders would have received had the Options been
exercised on the date preceding such change, increase or decrease.
8
<PAGE>
In the event of any such adjustment, the exercise price for each share shall be
likewise adjusted in inverse proportion to the increase or decrease in the
number of shares purchasable.
(b) In the event of: (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; or (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
Common Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then to the extent permitted by applicable law: (i) any
surviving corporation shall assume any Options outstanding under the Plan or
shall substitute similar Options for those outstanding under the Plan, or (ii)
such Options shall continue in full force and effect. In the event any
surviving corporation refuses to assume or continue such Options, or to
substitute similar options for those outstanding under the Plan, then, with
respect to Options held by persons then performing services as Employees,
Directors or Consultants, the time during which such Options shall be
accelerated and the Options terminated if not exercised prior to such event.
11. Amendment of the Plan.
---------------------
(a) The Board at any time, and from time to time, may amend the Plan
provided that the implementation of such amendment by the Company complies with
all applicable law.
(b) The Board may in its sole discretion submit any other amendment to the
Plan for stockholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations promulgated thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.
(c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible Employees,
Directors or Consultants with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.
(d) Rights and obligations under any Option granted before amendment of the
Plan shall not be altered or impaired by any amendment of the Plan unless (i)
the Company requests the consent of the person to whom the Option was granted,
and (ii) such person consents in writing.
12. Termination or Suspension of the Plan.
-------------------------------------
(a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on October 1, 2007, which shall be within
ten (10) years from the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Options may be granted
under the Plan while the Plan is suspended or after it is terminated.
(b) Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent to the person to whom the Option was granted.
9
<PAGE>
13. Effective Date of Plan.
----------------------
The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.
14. Financial Information.
---------------------
The Company will provide to each Optionee financial statements of the
Company at least annually in accordance with Section 260.140.46 of Title 10 of
the California Code of Regulations.
10
<PAGE>
OPTION TO PURCHASE COMMON STOCK
OF
SM&A CORPORATION
VOID AFTER
__________________
This certifies that __________________("Holder") is entitled to purchase
from SM&A CORPORATION, a California corporation (the "Corporation"):
______________________________
shares of Common Stock, of the Corporation (the "Shares"), subject to the terms
and conditions of the Corporation's 1997 Amended Stock Option Plan (the "Plan")
and such additional terms and conditions contained herein. Any conflict between
the terms and conditions of the Plan and those contained herein shall be
resolved in favor of the Plan. A copy of the Plan is attached hereto as Exhibit
-------
"A". Capitalized terms not otherwise defined herein shall have such definition
- ---
as is set forth in the Plan. The number of shares of Common Stock purchasable
hereunder may be adjusted upon the occurrence of certain events, as specified in
the Plan and as set forth below.
The options granted hereby are (check one): _______ Qualified
______ Nonqualified
and are governed by the terms of the Plan concerning such type of options
thereunder.
IMPORTANT! IF THESE ARE QUALIFIED OPTIONS, YOU ARE URGED TO REVIEW CAREFULLY
THE REQUIREMENTS AND RESTRICTIONS OF QUALIFIED OPTIONS UNDER THE PLAN AND
SECTION 422 OF THE INTERNAL REVENUE CODE. WHETHER THE OPTIONS ARE QUALIFIED OR
NONQUALIFIED, YOU ARE URGED TO SEEK INDEPENDENT ADVICE CONCERNING THE LEGAL AND
TAX EFFECTS OF THESE OPTIONS AND SHOULD NOT RELY ON ANY SUMMARY OF SUCH MATTERS
CONTAINED HEREIN.
The purchase price to be paid for the Shares upon the exercise of all or
any portion of this Option shall be:
$ ---------------
per share of Common Stock purchased (the "Purchase Price").
1. Exercise of Option: Vesting.
----------------------------
Holder may exercise this Option at any time until 5:00P.M., California time
on
__________________(the "Expiration Date")
in accordance with the Vesting Schedule (the "Vesting Schedule") set forth below
by delivery to the Corporation, at its principal office, of:
(a) this Option,
(b) the Exercise Form, attached to this Option, duly executed and
specifying the number of Shares of Common Stock to be purchased hereunder, and
11
<PAGE>
(c) cash or a certified or official bank check payable to the order of the
Corporation in the amount of the aggregate Purchase Price for the number of
Shares to be purchased.
Upon receipt thereof, the Corporation shall, as promptly as practicable,
and in any event within 30 days thereafter, cause to be executed and delivered
to Holder a certificate or certificates for the aggregate number of the Shares
issuable upon such exercise. If this Option shall have been exercised only in
part of the total number of vested options, the Corporation shall, at the time
of delivery of such certificate or certificates, deliver to Holder a new Option
evidencing the rights of Holder to purchase the remaining Shares of Common Stock
called for by this Option, pursuant to the same terms and conditions and with
the same restrictions specified herein, and which new Option shall be of like
tenor to this Option. The Corporation shall pay all expenses, taxes and other
charges payable in connection with the preparation, issuance and delivery of
stock certificates.
All shares of Common Stock issuable upon the exercise of this Option will
be validly issued, fully paid and nonassessable.
The Options shall vest in accordance with the following Vesting Schedule
beginning one (1) year following the date Option was granted.
First Year 25%
Second Year 25%
Third Year 25%
Fourth Year 25%
2. Lost, Stolen, Mutilated or Destroyed Option.
-------------------------------------------
If this Option is lost, stolen, mutilated or destroyed, the Corporation
may, on such terms as to indemnity or otherwise as the Corporation may in its
discretion impose (which shall, in the case of a mutilated Option, include the
surrender thereof), issue a new Option of like denomination, tenor and date as
this Option.
3. Restrictions on Transfer: Compliance with Securities Act: Legend
------------------------------------------------------------------
Condition.
- ---------
Neither this Option nor the right to purchase shares of Common Stock upon
exercise of this Option may be transferred by Holder in whole or in part except
that this Option may be exercised by Holder's conservator, trustee or estate
subject to all the terms and conditions set forth herein. To the extent not
exercised by Holder on the Expiration Date, this Option and all rights hereunder
shall expire and the Option and such rights shall thereupon automatically be
cancelled and shall cease to exist. Common Stock issued upon valid exercise of
this Option in whole or in part shall not be transferable by Holder other than
in accordance with the Securities Act of 1933, as amended ("Securities Act"),
and the rules and regulations promulgated thereunder, together with applicable
state securities laws. Unless a Registration Statement concerning such shares
is then in effect with the Securities and Exchange Commission, certificates
evidencing shares of the Common Stock issued upon exercise of this Option shall
bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE OFFERED FOR RESALE OR RESOLD UNLESS REGISTERED
12
<PAGE>
PURSUANT TO THE PROVISIONS OF THAT ACT, UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
4. Notices.
-------
Any notice or other document required or permitted to be given or delivered
to Holder shall be deemed given to him if given at the following address:
Holder: __________________________________
__________________________________
__________________________________
Any such notice or other document shall be mailed first-class, postage prepaid,
to such address or such other address as shall have been furnished to the
Corporation in writing by Holder. Any notice or other document required or
permitted to be given or delivered to the Corporation shall be mailed first-
class, postage prepaid to the Corporation at its principal executive offices,
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660, Attention:
Chief Financial Officer.
5. Applicable Law.
--------------
This Option shall be construed and enforced in accordance with and governed
by the laws of the State of California.
6. Headings.
--------
The headings herein are for convenience only and are not part of this
Option and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the Corporation has caused this Option to be executed
in its name by its President and Secretary, thereunto duly authorized.
SM&A CORPORATION,
____________________________
Date Stock Option Granted a California corporation
By:________________________________
Michael A. Piraino, President
By:________________________________
Edward A. Beeman, Secretary
13
<PAGE>
Exhibit 5
July 27, 1999
-------------
SM&A Corporation
4695 MacArthur Court, Eighth Floor
Newport Beach, California 92660
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") to be filed by SM&A Corporation (the
"Company") with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the purpose of registering the sale of
1,000,000 shares of Common Stock of the Company upon the exercise of options
granted under the Company's 1997 Stock Option Plan, as amended. We are familiar
with the proceedings taken and proposed to be taken in connection with the
issuance and sale of the securities in the manner set forth in the Registration
Statement. Subject to completion of the proceedings contemplated in connection
with the foregoing matters, we are of the opinion that all of the Common Stock
to be sold pursuant to the Registration Statement has been duly authorized and,
when issued and sold in the manner set forth in the Registration Statement will,
upon such issuance and sale, be validly and legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto.
Respectfully submitted,
/s/ RUTAN & TUCKER, LLP
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
To the Board of Directors and Shareholders
SM&A Corporation:
We consent to incorporation by reference of our report dated January 25,
1999, except for notes 5 and 13 which are dated as of March 12, 1999, which
appears in the December 31, 1998 annual report on Form 10-K.
/s/ KPMG LLP
Orange County, California
July 30, 1999
