As filed with the Securities and Exchange Commission on April 21, 2000
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
CYSIVE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 54-1698017
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
10780 Parkridge Blvd., Suite 400
Reston, VA 20191
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(Address of principal executive offices) (Zip code)
Cysive, Inc. Employee Stock Purchase Plan
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(Full title of the plans)
Nelson A. Carbonell, Jr.
Chairman, President and Chief Executive Officer
CYSIVE, INC.
10780 Parkridge Blvd., Suite 400
Reston, VA 20191
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(Name and address of agent for service)
(703) 259-2300
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===============================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par
value)................ 1,125,000 $35.15625 (1) $39,550,781.25 (1) $10,441.41
===============================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the amount of registration
fee, based on the average high and low prices per shares of the Common Stock on
April 17, 2000 as reported on the Nasdaq National Market.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to provided in this
Part I will be separately sent or given to employees participating in the
Cysive, Inc. Employee Stock Purchase Plan (the "Plan"), as contemplated by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with the instructions to Part I of Form S-8, such documents will
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Cysive, Inc. (the "Company" or "Cysive") hereby incorporates by
reference into this registration statement the following documents filed with
the Commission:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999;
(b) All reports filed by the Company with the Commission
under Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since
December 31, 1999 including the Company's report on
Form 8-K filed on April 21, 2000;
(c) The description of the Company's common stock, $.01 par
value per share ("Common Stock"), contained in the
Company's registration statement on Form 8-A filed with
the Commission on October 12, 1999 pursuant to Section 12
of the Exchange Act; and
(d) All documents subsequently filed by the Company 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 such securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such prior statement. The documents required to be so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement which is not, pursuant to the Commission's rules, deemed to be
"filed" with the Commission or subject to the liabilities of Section 18 of the
Exchange Act.
Item 4. Description of Securities.
A description of the Company's Common Stock is incorporated by
reference under Item 3.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
1
<PAGE>
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation and Bylaws provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to, the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"'), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by the person only if the proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Certificate of Incorporation and Bylaws includes the right to be paid
by the Company the expenses (including attorneys' fees) in advance of any
proceeding for which indemnification may be had in advance of its final
disposition, provided that the payment of such expenses (including attorneys'
fees) incurred by a director or officer in advance of the final disposition of a
proceeding may be made only upon delivery to the Company of an undertaking by or
on behalf of the director or officer to repay all amounts so paid in advance if
it is ultimately determined that the director or officer is not entitled to be
indemnified. According to the Bylaws, if a claim for indemnification is not paid
by the Company within 60 days after a written claim has been received by the
Company, the claimant may at any time thereafter bring an action against the
Company to recover the unpaid amount of the claim and, if successful in whole or
in part, the claimant will be entitled to be paid also the expense of
prosecuting the action.
As permitted by the DGCL, the Company's Certificate of Incorporation
provides that directors of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful
stock purchase or redemption or (iv) for any transaction from which the director
derived an improper personal benefit. As a result of this provision, the Company
and its stockholders may be unable to obtain monetary damages from a director
for breach of his or her duty of care.
Under the Bylaws, the Company has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, against any liability asserted against the person or
incurred by the person in any such capacity, or arising out of the person's
status as such, and related expenses, whether or not the Company would have the
power to indemnify the person against such liability under the provisions of the
DGCL. TheCompany has purchased director and officer liability insurance on
behalf of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
Number -----------
------
4.1 Cysive, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.2 of Cysive's Registration
Statement on Form S-1 (Commission File No. 333-85651)).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of the
registration statement).
2
<PAGE>
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;
(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 and of
the estimated maximum offering range may be
reflected in the form of the 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 percent
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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those
paragraphs 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.
(2) That, for the purpose of determining any liability
under the Securities 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 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, 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 this 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 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
Commission, such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than for
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 of whether such indemnification
by it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of the issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cysive,
Inc. 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 Reston, Commonwealth of Virginia as of April 21,
2000.
CYSIVE, INC.
By: /s/ Nelson A. Carbonell, Jr.
-------------------------------------
Nelson A. Carbonell, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Nelson A. Carbonell, Jr. and John R. Lund, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, from such person and in each person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement or any Registration Statement
relating to this Registration Statement under Rule 462 and to file the same,
with all exhibits thereto and all 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 or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their 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 indicated as of April 21, 2000.
Name Title
---- -----
/s/ Nelson A. Carbonell, Jr. Chairman, President and Chief Executive
- ---------------------------- Officer (Principal Executive Officer)
Nelson A. Carbonell, Jr.
/s/ John R. Lund Chief Financial Officer, Treasurer,
- --------------------------- Secretary and Director (Principal
John R. Lund Financial and Accounting Officer)
/s/ Jon Korin Director
- ---------------------------
Jon Korin
/s/ John Sabin Director
- ---------------------------
John Sabin
/s/ Eric J. Magleby Director
- ----------------------------
Eric J. Magleby
4
<PAGE>
Index to Exhibits
Exhibit
Number Description
------ -----------
4.1 Cysive, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.2 of Cysive's Registration
Statement on Form S-1 (Commission File No. 333-85651)).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of the
registration statement).
5
Exhibit 5.1
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
(202) 637-5910
April 21, 2000
Board of Directors
Cysive, Inc.
10780 Parkridge Blvd.
Reston, Virginia 20191
Ladies and Gentlemen:
We are acting as counsel to Cysive, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to up to 1,125,000 newly issued shares of the Company's
common stock, par value $.01 per share (the "Shares"), issuable in connection
with the Company's Employee Stock Purchase Plan (the "Plan"). This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as
amended by the Certificate of Merger, as certified by
the Secretary of the State of the State of Delaware
on April 20, 2000 and by the Secretary of the Company
on the date hereof as being complete, accurate, and
in effect.
3. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
<PAGE>
Board of Directors
Cysive, Inc.
April 21, 2000
Page 2
4. Resolutions of the Board of Directors of Cysive,
Inc., a Virginia corporation ("Cysive-Virginia") to
which the Company is the successor entity pursuant to
a merger of Cysive-Virginia with and into the
Company, adopted by unanimous written consent on
September 1, 1999, as certified by the Secretary of
the Company on the date hereof as being complete,
accurate, and in effect, approving and adopting the
Plan.
5. The Merger Agreement, dated September 24, 1999, by
and among Cysive-Virginia and the Company pursuant to
which Cysive-Virginia merged with and into the
Company, as certified by the Secretary of the Company
on the date hereof as being complete, accurate, and
in effect.
6. A copy of the Plan, as certified by the Secretary of
the Company as being complete, accurate, and in
effect.
7. A certificate of the Secretary of the Company, dated
as of the date hereof, as to certain facts relating
to the capitalization of the Company.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on
the Delaware General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules, or regulations. As used
herein, the term "Delaware General Corporation Law, as amended" includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that, when issued in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and nonassessable.
<PAGE>
Board of Directors
Cysive, Inc.
April 21, 2000
Page 3
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5.01 to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) of Cysive, Inc. Employee Stock Purchase Plan of our report dated
January 31, 2000, with respect to the financial statements and schedule of
Cysive, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1999, filed with the Securities and Exchange Commission on February
22, 2000.
/s/ Ernst & Young LLP
McLean, Virginia
April 20, 2000
