As filed with the Securities and Exchange Commission on May 15, 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.
(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
(Address of principal executive offices) (Zip code)
Cysive, Inc. Second Amended and Restated 1994 Stock Option
(Full title of the plan)
Nelson A. Carbonell, Jr.
Chairman, President and Chief Executive Officer
CYSIVE, INC.
10780 Parkridge Blvd., Suite 400
Reston, VA 20191
(Name and address of agent for service)
(703) 259-2300
(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Dye, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
(202) 637-5600
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CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of registration
Title of securities to be registered registered share price fee
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<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 76,911 (1) $25.50 (2) $1,916,230.50 (2) $517.76
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</TABLE>
(1) The Registrant is registering 76,911 shares of its common stock for issuance
pursuant to its Second Amended and Restated 1994 Stock Option Plan.
(2) 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 May 10, 2000 as reported on the Nasdaq National Market.
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<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, 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) The Company's Current Report on Form 8-K, dated April
18, 2000;
(c) The Company's Current Report on Form 8-K, dated April
24, 2000;
(d) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000;
(e) 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;
(f) 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; and
(g) 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.
<PAGE>
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.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation, as amended ("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.
2
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Legal Opinion of Joseph M. Boyle, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of Joseph M. Boyle, Esquire (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of the registration statement)
99.1 Cysive, Inc. Second Amended and Restated 1994 Stock Option Plan (1)
</TABLE>
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(1) Incorporated by reference to Cysive, Inc.'s Definitive Proxy
Statement for its 2000 Annual Meeting of Stockholders filed with
the Commission on April 3, 2000.
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 end 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
<PAGE>
(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 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.
4
<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 May 12, 2000.
CYSIVE, INC.
By: /s/ Nelson A. Carbonell, Jr.
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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 May 12, 2000.
<TABLE>
<CAPTION>
Name Title
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<S> <C>
/s/ Nelson A. Carbonell, Jr.
--------------------------------- Chairman, President and Chief Executive Officer
Nelson A. Carbonell, Jr. (Principal Executive Officer)
/s/ John R. Lund
--------------------------------- Vice President, Chief Financial Officer, Treasurer,
John R. Lund Secretary and Director (Principal Financial and
Accounting Officer)
/s/ Jon S. Korin
--------------------------------- Director
Jon S. Korin
--------------------------------- Director
John M. Sabin
</TABLE>
5
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Legal Opinion of Joseph M. Boyle, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of Joseph M. Boyle, Esquire (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of the registration statement)
99.1 Cysive, Inc. Second Amended and Restated 1994 Stock Option Plan (1)
</TABLE>
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(1) Incorporated by reference to Cysive, Inc.'s Definitive Proxy
Statement for its 2000 Annual Meeting of Stockholders filed
with the Commission on April 3, 2000.
6
Exhibit 5.1
LEGAL OPINION OF JOSEPH M. BOYLE
May 12, 2000
Board of Directors
Cysive, Inc.
10780 Parkridge Boulevard
Suite 400
Reston, Virginia 20191
Re: Cysive, Inc. Second Amended and Restated 1994 Stock Option Plan(the "Plan")
Registration Statement on Form S-8
Gentlemen:
I am the General Counsel of Cysive, Inc., a Delaware
corporation (the "Company"), and have acted as counsel to the Company in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to 76,911 shares (the "Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock"), issuable
under the Plan.
In my capacity as General Counsel of the Company, I have
examined and am familiar with (i) the Registration Statement; (ii) the Plan;
(iii) the Certificate of Incorporation and the Bylaws of the Company, each as
amended to date; (iv) certain resolutions adopted by the Board of Directors of
the Company relating to the issuance of the Shares pursuant to the Plan and
certain related matters; and (v) such agreements, certificates of public
officials, certificates of officers or representatives of the Company and others
and such other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein. In such examination, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
latter documents. As to any facts material to the opinion expressed herein that
I have not independently established or verified, I have relied upon statements
and representations of officers and other representatives of the Company and
others.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly authorized for issuance and, when the Shares have
been paid for and have been issued and delivered in accordance with the terms of
the Plan, the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement. In giving this opinion and consent, I
do not admit that I am an "expert" within the meaning of the Securities Act of
1933, as amended.
Very truly yours,
/s/ Joseph M. Boyle
Joseph M. Boyle
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
and Stockholders of Cysive, Inc.
We consent to the incorporation by reference herein 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 and incorporated by reference in the Registration Statement
(Form S-8, No. 333-______) pertaining to the Second Amended and Restated 1994
Stock Option Plan of Cysive, Inc.
/s/ Ernst & Young LLP
Vienna, Virginia
May 12, 2000
