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.
(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. 401(k) Profit Sharing Plan
(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
(Name and address of agent for service)
(703) 259-2300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum
Title of securities to be registered registered offering price per share aggregate offering price Amount of registration fee
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<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 500,000 (1) $35.15625 (2) $17,578,125 (2) $4,640.63
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
(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
April 17, 2000 as reported on the Nasdaq National Market.
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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. 401(k) Profit Sharing 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.
The Plan hereby incorporates by reference into this Registration
Statement all documents subsequently filed by the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold.
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.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 ------------
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23.1 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of the
registration statement).
The Registrant undertakes to submit the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner and agrees to
make all changes required by the IRS in order to qualify the Plan.
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<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.
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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.
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Nelson A. Carbonell, Jr.
Chairman of the Board of Directors, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, Cysive,
Inc., plan administrator of the Cysive, Inc. 401(k) Profit Sharing Plan, has
duly caused this registration statement to be signed on behalf of the Plan 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
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/s/ Nelson A. Carbonell, Jr.
- ------------------------------- Chairman, President and Chief Executive
Nelson A. Carbonell, Jr. Officer (Principal Executive Officer)
/s/ John R. Lund
- ------------------------------- Chief Financial Officer, Treasurer,
John R. Lund Secretary and Director (Principal
Financial and Accounting Officer)
4
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/s/ Jon Korin
- ------------------------------- Director
Jon Korin
/s/ John Sabin
- ------------------------------- Director
John Sabin
/s/ Eric J. Magleby
- ------------------------------- Director
Eric J. Magleby
5
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Index to Exhibits
Exhibit Description
Number ------------
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23.1 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of the
registration statement).
6
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. 401(k) Profit Sharing 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
