<PAGE>
As filed with the Securities and Exchange Commission on August 15, 2000
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________
COMMAND SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 06-1135009
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
</TABLE>
76 Batterson Park Road
Farmington, CT 06032
(860) 409-2000
(Address, including zip code, of registrant's principal executive offices)
COMMAND SYSTEMS, INC. 1997 EMPLOYEE,
DIRECTOR AND CONSULTANT STOCK PLAN, AS AMENDED
(Full title of the plan)
____________
MR. EDWARD G. CAPUTO
President and Chief Executive Officer
COMMAND SYSTEMS, INC.
76 Batterson Park Road
Farmington, CT 06032
(860) 409-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
WARREN J. NIMETZ, ESQ.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
Facsimile: (212) 318-3400
____________
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities to be registered Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
registered (1) price per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per 500,000 (2) $1.75 (3) 875,000 $231.00
share
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, an
additional indeterminable number of shares are also being registered to
cover any adjustments required by anti-dilution provisions in the number of
shares issuable upon the exercise of options granted under the Command
Systems, Inc. (the "Company") 1997 Employee, Director and Consultant Stock
Plan (the "1997 Plan").
(2) Represents additional shares which may be granted under the 1997 Plan. The
Company has previously filed a registration statement on Form S-8
(Registration No. 333-82719) registering 484,00 shares, of which 427,500
shares were authorized for issuance pursuant to the 1997 Plan.
(3) The price is estimated pursuant to Rule 457(h) of the Securities Act of
1933, as amended (the "Act"), solely for the purpose of calculating the
registration fee and is the product resulting from multiplying 500,000, the
number of additional shares registered by this Registration Statement as to
which options may be granted under the 1997 Plan, by $1.75, the average of
the high and low prices of the Company's Common Stock as reported on The
Nasdaq National Market on August 12, 2000.
<PAGE>
EXPLANATORY NOTE
The contents of the Company's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission filed on July 13, 1999 (Registration No.
333-82719), relating to the registration of 484,000 shares of Common Stock, of
which 427,500 shares of Common Stock were authorized for issuance under the 1997
Plan is incorporated by reference in its entirety herein in accordance with
General Instruction E to Form S-8. This Registration Statement provides for the
registration of an additional 500,000 shares of Common Stock authorized for
issuance under the 1997 Plan.
<PAGE>
<TABLE>
<C> <S>
Item 8. Exhibits.
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in their
opinion constituting Exhibit 5).
24 Power of Attorney (included in signature page).
</TABLE>
<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 Farmington, Connecticut on the 14th day of August,
2000.
COMMAND SYSTEMS, INC.
By: /s/ Edward G. Caputo
------------------------------------
Edward G. Caputo
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward G. Caputo and Stephen L. Willcox,
or either of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statement relating to the offering hereunder pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all 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 in connection therewith, 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 either of them, or
their or his substitute or substitutes, may lawfully 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 in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward G. Caputo President, Chief Executive Office and August 14, 2000
-------------------------------- Chairman of the Board (Principal executive
Edward G. Caputo officer)
/s/ Stephen L. Willcox Executive Vice President, Chief Financial August 14, 2000
-------------------------------- Officer, Secretary and Director (Principal
Stephen L. Willcox financial and accounting officer)
/s/ John T. Crawford Director August 14, 2000
--------------------------------
John T. Crawford
/s/ John J.C. Herndon Director August 14, 2000
--------------------------------
John J.C. Herndon
/s/ Theodore Ketterer Director August 14, 2000
--------------------------------
Theodore Ketterer
/s/ James M. Oates Director August 14, 2000
--------------------------------
James M. Oates
/s/ Joseph D. Sargent Director August 14, 2000
--------------------------------
Joseph D. Sargent
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
------- -----------
No.
---
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in their
opinion constituting Exhibit 5).
24 Power of Attorney (included in signature page).
