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As filed with the Securities and Exchange Commission on May 28, 1998
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC DATA SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2696393
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE BATTERYMARCH PARK
QUINCY, MASSACHUSETTS 02169
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED 1997 STOCK PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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PAUL K. MCGRATH
CHIEF FINANCIAL OFFICER
ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MASSACHUSETTS 02169
(Name and Address of Agent For Service)
(617) 770-3333
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
MITCHELL S. BLOOM, ESQ.
Testa, Hurwitz & Thibeault, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) REGISTERED (2) PER SHARE (3) PRICE REGISTRATION FEE
- ----------------------------- -------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN
Atlantic Data Services, Inc. 308,010 shares (3) $ 0.91 $ 280,289.10 $ 82.69
Common Stock, $.01 par value
AMENDED AND RESTATED 1997 STOCK PLAN
Atlantic Data Services, Inc. 60,000 shares (4) $ 4.25 $ 255,000.00 $ 75.23
Common Stock, $.01 par value 266,500 shares (4) $ 9.00 $ 2,398,500.00 $ 707.56
167,500 shares (4) $13.00 $ 2,177,500.00 $ 642.37
961,000 shares $12.94(5) $ 12,435,340.00 $ 3,668.43
1998 EMPLOYEE STOCK PURCHASE PLAN
Atlantic Data Services, Inc. 500,000 shares $12.94(5) $ 6,470,000.00 $ 1,908.65
-------------- --------------- ----------
Common Stock, $.01 par value
TOTAL: 2,263,010 shares $24,016,629.10 $ 7,084.93
================ ============== ==========
</TABLE>
(1) The options and purchase rights (the "Rights") set forth in this table
originally granted the holders of such Rights options or purchase
rights to acquire shares of the Company's Class A Common Stock, $.01
par value per share. Upon the closing of the Company's initial public
offering on May 28, 1998, all of the shares of the Company's Class A
Common Stock, $.01 par value per share, converted on a 1-for-1 basis
into shares of the Company's Common Stock.
(2) All share numbers are adjusted to reflect a 28-for-1 stock split
effected by the Company on November 6, 1997.
(3) Based on options to purchase 308,010 shares of the Company's Common
Stock granted as of May 27, 1998 under the Company's Amended and
Restated 1992 Incentive Stock Option Plan. All of such shares are
issuable upon the exercise of outstanding options to purchase the
number of shares at the exercise price listed above. Pursuant to Rule
457(h)(1), the aggregate offering price and the fee have been computed
upon the basis of the price at which the options may be exercised.
(4) Based on options to purchase 494,000 shares of the Company's Common
Stock granted as of May 27, 1998 under the Company's Amended and
Restated 1997 Stock Plan. All of such shares are issuable
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upon the exercise of outstanding options to purchase the number of
shares at the exercise price listed above. Pursuant to Rule 457(h)(1),
the aggregate offering price and the fee have been computed upon the
basis of the price at which the options may be exercised.
(5) The price of $ 12.94 per share, which is the average of the high and
low prices of the Common Stock of the registrant reported on the Nasdaq
National Market on May 26, 1998, is set forth solely for purposes of
calculating the filing fee pursuant to Rules 457(c) and (h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Atlantic Data Services, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as noted, are incorporated in this Registration
Statement by reference as of their respective dates:
(a) The Registrant's Prospectus, as contained within the
Registrant's Registration Statement on Form S-1, as amended,
(SEC File No. 333-48703) filed with the Commission pursuant to
the Act which contains audited financial statements for the
fiscal year ended March 31, 1998 (the "S-1 Registration
Statement").
(b) The section entitled "Description of Registrant's Securities
to be Registered" contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission pursuant to
Section 12(g) of the Exchange Act on May 4, 1998.
All documents subsequently filed with the Commission 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
herein 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. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Second Amended and Restated Articles of Organization and
the Company's Second Amended and Restated By-laws generally provide for
indemnification of the Company's directors and officers for liabilities and
expenses that they may incur in such capacities, except to the extent such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. Reference is made to the Company's Second Amended
and Restated Articles of Organization and Second Amended and Restated By-laws
filed as Exhibits 3.02 and 3.04, respectively, to the Company's S-1 Registration
Statement.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4.1 Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to
Exhibit 4.01 to the S-1 Registration Statement).
4.2 Description of Capital Stock (contained in the Amended and Restated Articles of Organization
and the Second Amended and Restated Articles of Organization of the Company) (Incorporated
by reference to Exhibit 4.02 to the S-1 Registration Statement).
4.3 Shareholders' Agreement among the Company and certain Shareholders dated July 15, 1988, as amended
November 24, 1997 (Incorporated by reference to Exhibit 4.03 to the S-1 Registration Statement).
4.4 Amended and Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit
10.03 to the S-1 Registration Statement).
4.5 Form of Incentive Stock Option Agreement for Shares Issued Under the Amended and Restated
1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.04 to the S-1
Registration Statement).
4.6 Form of Amended and Restated Stockholders Agreement for Shares Issued Under the Amended and
Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.05 to the
S-1 Registration Statement).
4.7 1997 Stock Plan (Incorporated by reference to Exhibit 10.6 to the S-1 Registration
Statement).
4.8 Amended and Restated 1997 Stock Plan (Incorporated by reference to Exhibit 10.07 to the S-1
Registration Statement).
4.9 Form of Incentive Stock Option Agreement under the Amended and Restated 1997 Stock Plan (Incorporated
by reference to Exhibit 10.08 to the S-1 Registration Statement).
4.10 Form of Non-Qualified Stock Option Agreement under the Amended and Restated 1997 Stock Plan
(Incorporated by reference to Exhibit 10.09 to the S-1 Registration Statement).
4.11 Form of Stock Purchase and Restriction Agreement under the Amended and Restated 1997 Stock Plan
(Incorporated by reference to Exhibit 10.10 to the S-1 Registration Statement).
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
4.12 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 to the S-1
Registration Statement).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (found on Page 9 of this Registration Statement).
99.1 Amended and Restated 1992 Incentive Stock Option Plan. (Incorporated by reference to
Exhibit 10.03 to the S-1 Registration Statement).
99.2 Amended and Restated 1997 Stock Plan. (Incorporated by reference to Exhibit 10.07 to S-1
the Registration Statement).
99.3 1998 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.11 to the S-1
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) 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:
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective 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;
(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
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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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
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 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all 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 Quincy, state of Massachusetts on this 28th day
of May 1998.
ATLANTIC DATA SERVICES, INC.
By: /s/ Robert W. Howe
---------------------------
Robert W. Howe
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Atlantic Data Services,
Inc., hereby severally constitute and appoint Robert W. Howe, William H.
Gallagher and Paul K. McGrath, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us in
our names in the capacities indicated below, any registration statement on Form
S-8, any and all amendments and exhibits to this registration statement, and any
and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of the securities covered
hereby or thereby, and generally to do all things in our names and on our behalf
in such capacities to enable Atlantic Data Services, Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission.
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(S) DATE
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<S> <C> <C>
/s/ Robert W. Howe Chief Executive Officer and Chairman of the Board May 28, 1998
- ------------------------------------ (Principal Executive Officer)
Robert W. Howe
/s/ William H. Gallagher President, Chief Operating Officer and Director May 28, 1998
- ------------------------------------
William H. Gallagher
/s/ Paul K. McGrath Senior Vice President, Finance and Administration, May 28, 1998
- ------------------------------------ Chief Financial Officer
Paul K. McGrath (Principal Financial and Accounting Officer)
/s/ David C. Hodgson Director May 28, 1998
- ------------------------------------
David C. Hodgson
/s/ Lee M. Kennedy Director May 28, 1998
- ------------------------------------
Lee M. Kennedy
/s/ George F. Raymond Director May 28, 1998
- ---------------------------
George F. Raymond
/s/ Richard D. Driscoll Director May 28, 1998
- ------------------------------------
Richard D. Driscoll
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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<S> <C>
4.1 Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to Exhibit 4.01
to the S-1 Registration Statement).
4.2 Description of Capital Stock (contained in the Amended and Restated Articles of Organization
and the Second Amended and Restated Articles of Organization of the Company) (Incorporated by
reference to Exhibit 4.02 to the S-1 Registration Statement).
4.3 Shareholders' Agreement among the Company and certain Shareholders dated July 15, 1988, as amended
November 24, 1997 (Incorporated by reference to Exhibit 4.03 to the S-1 Registration Statement).
4.4 Amended and Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit
10.03 to the S-1 Registration Statement).
4.5 Form of Incentive Stock Option Agreement for Shares Issued Under the Amended and Restated 1992
Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.04 to the S-1 Registration
Statement).
4.6 Form of Amended and Restated Stockholders Agreement for Shares Issued Under the Amended and
Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.05 to the
S-1 Registration Statement).
4.7 1997 Stock Plan (Incorporated by reference to Exhibit 10.6 to the S-1 Registration Statement).
4.8 Amended and Restated 1997 Stock Plan (Incorporated by reference to Exhibit 10.07 to the S-1
Registration Statement).
4.9 Form of Incentive Stock Option Agreement under the Amended and Restated 1997 Stock Plan (Incorporated
by reference to Exhibit 10.08 to the S-1 Registration Statement).
4.10 Form of Non-Qualified Stock Option Agreement under the Amended and Restated 1997 Stock Plan
(Incorporated by reference to Exhibit 10.09 to the S-1 Registration Statement).
4.11 Form of Stock Purchase and Restriction Agreement under the Amended and Restated 1997 Stock Plan
(Incorporated by reference to Exhibit 10.10 to the S-1 Registration Statement).
4.12 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 to the S-1
Registration Statement).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Ernst & Young LLP.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (found on Page 9 of this Registration Statement).
99.1 Amended and Restated 1992 Incentive Stock Option Plan. (Incorporated by reference to Exhibit
10.03 to the S-1 Registration Statement).
99.2 Amended and Restated 1997 Stock Plan. (Incorporated by reference to Exhibit 10.07 to the S-1
Registration Statement).
99.3 1998 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.11 to the S-1
Registration Statement).
</TABLE>
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Exhibit 5.1
May 28, 1998
Atlantic Data Services, Inc.
One Batterymarch Park
Quincy, Massachusetts 02169
Re: Atlantic Data Services, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for Atlantic Data Services, Inc., a Massachusetts
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of the offer and sale of up to 2,263,010
shares of Common Stock, par value $.01 per share, of the Company (the "Shares")
to be issued upon the exercise of options under the Amended and Restated 1992
Incentive Stock Option Plan (the "1992 Plan") and the Amended and Restated 1997
Stock Plan (the "1997 Plan") and the purchase of Shares under the 1998 Employee
Stock Purchase Plan (the "Purchase Plan" and, collectively, with the 1992 Plan
and the 1997 Plan, the "Plans") (as described in the Registration Statement)
(collectively the "Options").
In rendering our opinion, we have examined, and are familiar with, and
have relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, (a) the Plans,
(b) the Company's Amended and Restated Articles of Organization, (c) the
Company's Second Amended and Restated Articles of Organization, (d) the
Company's Amended and Restated By-laws, (e) the Company's Second Amended and
Restated By-laws, (f) a specimen of the form of Certificate evidencing the
Shares, (g) the minute books and stock records of the Company, and (h) a
Certificate of the Clerk of the Company dated May 27, 1998 (without making any
independent investigation or inquiry with respect to the completeness or
accuracy of such statements contained in such Certificate).
We are members only of the bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts and the United States
of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized and, when issued and delivered pursuant to the terms
of the Options against receipt by the Company of the consideration therefor as
provided therein, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 2,263,010 shares for the Amended
and Restated 1992 Incentive Stock Option Plan, the Amended and Restated 1997
Stock Plan, and the 1998 Employee Stock Purchase Plan of Atlantic Data Services,
Inc., of our report dated April 13, 1998, with respect to the consolidated
financial statements of Atlantic Data Services, Inc. included in its
Registration Statement (Form S-1 No. 333-48703) for the year ended March 31,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
May 26, 1998
