<PAGE>
As filed with the Securities and Exchange Commission on August 15, 2000
Registration No. 333-43784
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 1
to
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>
<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. *
</TABLE>
-------------------
* Previously filed on Form S-8 with the Securities and Exchange Commission on
August 15, 2000.
+ Filed herewith.
<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 16th day of August,
2000.
COMMAND SYSTEMS, INC.
By: /s/ Edward G. Caputo
------------------------------------
Edward G. Caputo
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
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>
*By: /s/ Edward G. Caputo President, Chief Executive Office and August 16, 2000
-------------------------------- Chairman of the Board (Principal executive
Edward G. Caputo officer)
* Executive Vice President, Chief Financial August 16, 2000
-------------------------------- Officer, Secretary and Director (Principal
Stephen L. Willcox financial and accounting officer)
* Director August 16, 2000
--------------------------------
John T. Crawford
* Director August 16, 2000
--------------------------------
John J.C. Herndon
* Director August 16, 2000
--------------------------------
Theodore Ketterer
* Director August 16, 2000
--------------------------------
James M. Oates
* Director August 16, 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. *
------------------
* Previously filed on Form S-8 with the Securities and Exchange Commission on
August 15, 2000.
+ Filed herewith.
