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As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. ___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONVERGENT GROUP CORPORATION
(Exact name of issuer as specified in its charter)
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DELAWARE 84-1264004
(State or other Jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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6399 South Fiddler's Green Circle, Suite 600, Englewood, Colorado 80111
(Address of Principal Executive Offices and Zip Code)
CONVERGENT GROUP CORPORATION 1999 STOCK OPTION PLAN
(Full title of plan)
Glenn E. Montgomery, Jr.
Chairman and Chief Executive Officer
Convergent Group Corporation
6399 South Fiddler's Green Circle, Suite 600
Englewood, Colorado 80111
(Name and address of agent for service)
(303) 741-8400
(Telephone number, including area code, of agent for service)
Copy to: Holland & Hart LLP
Attn: Kevin S. Crandell, Esq.
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities to Amount to be maximum offering maximum aggregate Amount of
be registered registered (1) price per share(2) offering price (2) registration fee
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Common Stock 5,300,558 $4.875 $25,840,220 $6,822
($.001 par value)
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(1) Represents the maximum number of shares of the Registrant to be issued
pursuant to the Registrant's 1999 Stock Option Plan. This Registration
Statement also includes such indeterminate number of shares as may be
issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and based on
the average of the high and low sales prices for the Registrant's
common stock as reported on the Nasdaq Stock Market on August 30, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of Form S-8
will be sent or given to participants in the Convergent Group Corporation 1999
Stock Option Plan, as amended (the "Plan"), as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). In reliance on
Rule 428, such documents (i) are not being 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, and
(ii) along with the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II hereof, constitute a prospectus (the
"Prospectus") that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
(1) The Registrant's prospectus that was a part of the Registrant's
Registration Statement on Form S-1 (File No. 333-30586), which
prospectus was filed on February 17, 2000, as amended through July 31,
2000.
(2) All other reports, if any, filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act since July 31, 2000.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 (File No. 333-30586),
as amended.
All documents filed by the Registrant pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement,
and prior to the filing of a post-effective amendment which indicates that all
Shares offered hereby have been sold or which deregisters all Shares 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 such
documents. Any statement contained in the Prospectus, this registration
statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this registration statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus or this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to
directors, officers and specific other persons in terms sufficiently broad to
permit indemnification under particular circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").
The Registrant's restated certificate of incorporation and amended
by-laws provide that, to the fullest extent permitted by the laws of the state
of Delaware, no director will be personally liable to the
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Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Furthermore, the Registrant's restated certificate of
incorporation provides that, except as prohibited by law, each of the
Registrant's directors and officers is entitled to be indemnified by the
Registrant against all expenses and liability incurred in connection with any
legal proceeding brought against him or her by virtue of his or her position as
a director or officer. This right to indemnification may extend to a person
serving as an employee or other representative of the Registrant or a subsidiary
of the Registrant. A person entitled to indemnification is entitled to have the
Registrant advance to him or her the expenses of a legal proceeding brought
against him or her.
These provisions of the restated certificate of incorporation and the
amended by-laws do not eliminate the fiduciary duties of the directors and
officers of the Registrant, and in appropriate circumstances, equitable remedies
such as injunctive or other forms of relief will remain available under Delaware
law. In addition, each director will continue to be subject to liability for
breach of the director's duty of loyalty to the Registrant for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations of
law, and for dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
The Delaware General Corporation Law also allows the Registrant to
purchase insurance covering the Registrant's directors and officers against
liability asserted against them in their capacity as directors and officers.
Item 7. Exemption from Registration Claimed.
The Shares issued pursuant to the Company's 1999 Stock Option Plan were
sales made in reliance on the exemption from registration requirements pursuant
to Rule 701 under the Securities Act as pursuant to a written compensatory
benefit plan.
Item 8. Exhibits.
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Exhibit No. Description.
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4.1 Amended & Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.2 to Form S-1 (File No. 333-30586)).
4.2 Amended Bylaws, as amended (incorporated by reference to Exhibit 3.4 to
Form S-1 (File No. 333-30586)).
4.3 Convergent Group Corporation 1999 Stock Option Plan, as amended.
(incorporated by reference to Exhibit 10.3 to Form S-1 (File No. 333-30586)).
5.1 Legality Opinion of Holland & Hart, LLP
23.1 Consent of Grant Thornton, LLP.
24.1 Power of Attorney (included on signature page).
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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,
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individually or in the aggregate, represent a fundamental
change in the information set forth in the 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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the 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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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 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.
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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Englewood, State of Colorado, on August 31, 2000.
CONVERGENT GROUP CORPORATION
By: /s/ Bryan R. Mileger
-----------------------------------
Title: Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and/or officers of Convergent Group
Corporation (the "Registrant"), hereby severally constitute and appoint Glenn E.
Montgomery, Jr., Scott M. Schley and Bryan R. Mileger, and each of them
individually, with full powers of substitution and resubstitution, our true and
lawful attorneys, with full powers to each of them to sign for us, in our names
and in the capacities indicated below, the Registration Statement on Form S-8
filed with the Securities and Exchange Commission, and to file or cause to be
filed the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in
person, and hereby ratifying and confirming all that said attorneys, and each of
them, or their substitute or substitutes, shall do or cause to be done by virtue
of this Power of Attorney. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
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/s/ Glenn E. Montgomery, Jr. Chairman of the Board and Chief August 31, 2000
-------------------------------------------- Executive Officer (Principal
Glenn E. Montgomery, Jr. Executive Officer)
/s/ Bryan R. Mileger Chief Financial Officer (Principal August 31, 2000
-------------------------------------------- Financial Officer and Principal
Bryan R. Mileger Accounting Officer)
/s/ SCOTT M. SCHLEY Executive Vice President of Finance, August 31, 2000
-------------------------------------------- Treasurer and Director
Scott M. Schley
/s/ ROBERT SHARPE Director August 31, 2000
--------------------------------------------
Robert Sharpe
/s/ JOHN W. BLEND Director August 31, 2000
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John W. Blend
/s/ JERRY MURDOCK Director August 31, 2000
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Jerry Murdock
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EXHIBITS INDEX
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Exhibit No. Description.
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4.1 Amended & Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.2 to Form S-1 (File No. 333-30586)).
4.2 Amended Bylaws, as amended (incorporated by reference to Exhibit 3.4 to
Form S-1 (File No. 333-30586)).
4.3 Convergent Group Corporation 1999 Stock Option Plan, as amended.
(incorporated by reference to Exhibit 10.3 to Form S-1 (File No. 333-30586)).
5.1 Legality Opinion of Holland & Hart, LLP
23.1 Consent of Grant Thornton, LLP.
24.1 Power of Attorney (included on signature page).
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