<PAGE> 1
As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-____
================================================================================
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)
<TABLE>
<S> <C>
DELAWARE 54-1698017
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
</TABLE>
10780 PARKRIDGE BLVD., SUITE 400
RESTON, VA 20191
(Address of Principal Executive Offices) (Zip Code)
-------------------------
CYSIVE, INC. SECOND AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(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)
With a Copy to:
PAUL V. ROGERS, ESQ.
COVINGTON & BURLING
1201 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004
(202) 662-6000
-------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed
Title of Each Class of Maximum Offering Proposed
Securities to be Amount to be Price Per Share Maximum Aggregate Amount of
Registered Registered (1) (2) Offering Price (2) Registration Fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per
share............. 121,350 shares $4.56 $553,356 $146
===================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares of Common Stock registered hereby is
subject to adjustment to prevent dilution by reason of any stock dividend,
stock split, recapitalization or other similar transaction.
(2) Calculated in accordance with Rule 457(h) under the Securities Act on the
basis of the average of the high and low sales prices per share of Common
Stock on December 13, 2000, as reported by the Nasdaq National Market.
================================================================================
<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
The Registrant hereby incorporates by reference into this registration
statement the Registrant's Registration Statement on Form S-8 (File No.
333-42834).
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 Reston, Commonwealth of Virginia, on this 15th day of
December, 2000.
CYSIVE, INC.
By: /s/ Nelson A. Carbonell, Jr.
-----------------------------
Nelson A. Carbonell, Jr.
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below under the heading
"Signature" constitutes and appoints Nelson A. Carbonell, Jr. and John R. Lund,
or any of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all Registration Statements on Form S-8
with respect to any securities to be offered and issued by Cysive, Inc., a
Delaware corporation (the "Registrant"), pursuant to any employee benefit plan
(as such term is defined in the General Instructions to Form S-8) of the
Registrant and any or all amendments to any such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
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 on the 15th day of December, 2000, by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Nelson A. Carbonell, Jr. Chairman of the Board, President and December 15, 2000
------------------------------- Chief Executive Officer (principal
Nelson A. Carbonell, Jr. executive officer)
/s/ John R. Lund Vice President, Chief Financial Officer, December 15, 2000
------------------------------- Treasurer, Secretary and Director
John R. Lund (principal financial and accounting
officer)
/s/ Jon S. Korin Director December 15, 2000
-------------------------------
Jon S. Korin
/s/ John M. Sabin Director December 15, 2000
-------------------------------
John M. Sabin
</TABLE>
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant (1)
4.2 Amended and Restated Bylaws of the Registrant (1)
5.1 Opinion of Joseph M. Boyle, Esq. (3)
23.1 Consent of Ernst & Young LLP (3)
23.2 Consent of Joseph M. Boyle, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 Cysive, Inc. Second Amended and Restated 1994 Stock Option Plan (2)
</TABLE>
----------------------
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-85651).
(2) Incorporated by reference to the Registrant's Definitive Proxy
Statement on Form DEF 14A (File No. 000-27607).
(3) Filed herewith
