As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-95331
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEC SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1339972
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12750 Fair Lakes Circle
Fairfax, Virginia 22033
(Address of principal (Zip Code)
executive offices)
2000 EMPLOYEE STOCK PURCHASE PLAN, 2000 STOCK INCENTIVE PLAN,
1987 STOCK OPTION AGREEMENT AND 1995 NONQUALIFIED STOCK OPTION PLAN
(Full title of plans)
(Name, address and telephone
number of agent for service) (Copy to:)
David C. Karlgaard Nancy A. Spangler, Esquire
President, Chief Executive Piper Marbury Rudnick & Wolfe LLP
Officer and Chairman of
the Board of Directors 1850 Centennial Park Drive, Suite 610
PEC Solutions, Inc. Commerce Park III
12750 Fair Lakes Circle Reston, Virginia 20191-1517
Fairfax, Virginia 22033 (703) 390-7100
(703) 679-4900
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
===================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered(1) Price Per Unit Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share
2000 Employee Stock Purchase Plan 2,000,000 $6.56 (2) $13,121,875 $3,464
2000 Stock Incentive Plan 1,500,000 7.72 (3) 11,578,125 3,057
1987 Stock Option Agreement 1,237,540 1.92 (4) 2,376,077 1,625
1995 Nonqualified Stock Option Plan 3,173,064 1.94 (4) 6,155,744 627
- -------------------------------------------------------------------------------------------------------------------
TOTAL 7,910,604 $33,231,821 $8,773
===================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions and an indeterminate number of plan
participation interests to be offered or sold pursuant to the 2000 Employee
Stock Purchase Plan being registered.
(2) Estimated solely for purposes of calculating the registration fee under
Rule 457(h). The proposed maximum offering price per share is based upon the
average of the high and low prices of Common Stock of the registrant on the
NASDAQ National Market System on April 24, 2000, multiplied by 85%, the
percentage of the fair market value of the stock that is used to establish the
purchase price under the plan.
(3) Estimated solely for purposes of calculating the registration fee under
Rule 457(h). The proposed maximum offering price per share with respect to
shares issuable under the plan as of the filing date hereof is based upon the
average of the high and low prices of Common Stock of the registrant on the
NASDAQ National Market System on April 24, 2000.
(4) Computed solely for purposes of calculating the registration fee under
Rule 457(h). The proposed maximum offering price per share is based on the
weighted average per share exercise price (rounded to the nearest cent) of the
plan's outstanding options, the shares issuable under which are registered
hereby.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 (in connection with Registrant's Registration
Statement on Form S-1, filed on March 8, 2000, as amended
(File No. 333-95331));
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, ("Exchange
Act") since the end of the fiscal year covered by the document
referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
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 have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
As permitted by the General Corporation Law of Delaware ("GCLD"),
Article Ninth of the Certificate of Incorporation (the "Certificate") of PEC
Solutions, Inc. (the "Corporation") provides for indemnification of directors
and officers of the Corporation, as follows:
No director of the Corporation shall be personally liable to the
Corporation or to any stockholder of the Corporation for monetary
damages for breach of fiduciary duty as a director, provided that this
provision shall not limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
<PAGE>
stockholders, (ii) for acts or omissions not in good faith or which
involved intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the director derived an improper
personal benefit.
Also, the Corporation's By-Laws contain indemnification procedures that
implement the indemnification provisions of the Certificate of Incorporation.
The GCLD permits a corporation to indemnify its directors and officers, among
others, against judgments, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceedings to which they may be a party
by reason of their service in those or other capacities, if such person acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceedings, had no reasonable cause to believe that such
conduct was unlawful.
As permitted by the GCLD, Article Eighth of the Corporation's
Certificate provides for limitation of liability of directors of the
Corporation, as follows:
To the extent permitted by law, the Corporation shall fully indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of
the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as
a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
4.1 Certificate of Incorporation (incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-95331))
4.2 By-Laws (incorporated by reference to the Company's Registration
Statement on Form S-1, as amended (File No. 333-95331))
4.3 2000 Employee Stock Purchase Plan (incorporated by reference to
the Company's Registration Statement on Form S-1, as amended
(File No. 333-95331))
4.4 2000 Stock Incentive Plan (incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-95331))
4.5 1987 Stock Option Agreement (incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-95331))
4.6 1995 Nonqualified Stock Option Plan (incorporated by reference to
the Company's Registration Statement on Form S-1, as amended
(File No. 333-95331))
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Accountants (filed herewith)
24.0 Power of Attorney (filed herewith)
Item 9. Undertakings.
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 of 1933;
(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 this 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.
<PAGE>
Paragraphs (l)(i) and (l)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Fairfax, Commonwealth of Virginia, on the 25th
day of April, 2000.
PEC SOLUTIONS, INC.
By: /s/ David C. Karlgaard
----------------------------------
David C. Karlgaard
President, Chief Executive Officer and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the 2000 Employee Stock Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fairfax, Commonwealth of Virginia, on the 25th
day of April, 2000.
PEC SOLUTIONS, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Denis M. Crane
----------------------------------
Denis M. Crane, On behalf of the
Compensation Committee
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ David C. Karlgaard Chief Executive Officer, President and Chairman April 25, 2000
- --------------------------------- of the Board
David C. Karlgaard (Principal Executive Officer)
/s/ Stuart R. Lloyd Chief Financial Officer, Senior Vice President April 25, 2000
- --------------------------------- and Director
Stuart R. Lloyd (Principal Financial and Accounting Officer)
</TABLE>
A majority of the Board of Directors (David C. Karlgaard, Paul G. Rice,
Alan H. Harbitter, Stuart R. Lloyd, Sharon M. Owlett, Jesse Brown, Denis M.
Crane and Alvin E. Nashman).
Date: April 25, 2000 By: /s/ Nancy A. Spangler
----------------------------------------
Nancy A. Spangler Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Certificate of Incorporation (incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-95331))
4.2 By-Laws (incorporated by reference to the Company's Registration
Statement on Form S-1, as amended (File No. 333-95331))
4.3 2000 Employee Stock Purchase Plan (incorporated by reference to
the Company's Registration Statement on Form S-1, as amended
(File No. 333-95331))
4.4 2000 Stock Incentive Plan (incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-95331))
4.5 1987 Stock Option Agreement (incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-95331))
4.6 1995 Nonqualified Stock Option Plan (incorporated by reference to
the Company's Registration Statement on Form S-1, as amended
(File No. 333-95331))
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Accountants (filed herewith)
24.0 Power of Attorney (filed herewith)
<PAGE>
EXHIBIT 5.0
- -----------
PIPER
MARBURY
RUDNICK
& WOLFE LLP
- -----------
Suite 610, Commerce Executive Park III
1850 Centennial Park Drive
Reston, Virginia 20191-1517
www.piperrudnick.com
PHONE (703) 391-7100
FAX (703) 390-5299
April 25, 2000
PEC Solutions, Inc.
12750 Fair Lakes Circle
Fairfax, Virginia 22033
Ladies and Gentlemen:
We have acted as counsel to PEC Solution, Inc., a Delaware Corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 2,000,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), issuable pursuant to subscriptions
under the Company's 2000 Employee Stock Purchase Plan (the "Plan Shares"),
1,500,000 shares of Common Stock issuable pursuant to the exercise of stock
options granted under the Company's 2000 Stock Incentive Plan in 2000, 1,237,540
shares of Common Stock issuable pursuant to the exercise of stock options
granted under the Company's 1987 Stock Option Agreement, and 3,173,064 shares of
Common Stock issuable pursuant to the exercise of stock options granted under
the Company's 1995 Nonqualified Stock Option Plan (all such plans are
collectively referred to herein as the "Plans," and all such shares issuable
under the Plans are collectively referred to herein the "Plan Shares").
We have examined copies of the Company's Certificate of Incorporation,
By-Laws, the Plan, all resolutions adopted by the Company's Board of Directors
relating to the above and other records and documents that we have deemed
necessary for the purpose of this opinion. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for this opinion. In our examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us. As to various questions of fact material to this opinion, we have relied
on statements and certificates of officers and representatives of the Company
and others.
Based upon the foregoing, we are of the opinion that Plan Shares
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the
laws of the State of Delaware and the Federal Laws of the United States of
America, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in the Registration Statement (Form S-8)
pertaining to PEC Solutions, Inc.'s 2000 Stock Incentive Plan, 1987 Stock Option
Agreement, 1995 Nonqualified Stock Option Plan and 2000 Employee Stock Purchase
Plan of our report dated February 25, 2000, except for Note 1, as to which the
date is March 1, 2000, relating to the financial statements of PEC Solutions,
Inc. as of December 31, 1998 and 1999, and for each of the three years in the
period ended December 31, 1999, included in the Registration Statement (Form
S-1, as amended; File No. 333-95331) of PEC Solutions, Inc., filed with the
Securities and Exchange Commission.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
April 24, 2000
<PAGE>
EXHIBIT 24.0
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and
Directors of PEC Solutions, Inc., a Delaware corporation (the "Corporation"),
hereby constitute and David C. Karlgaard and Nancy A. Spangler, and each of
them, the true and lawful agents and attorneys-in-fact of the undersigned with
full power and authority in said agents and attorneys-in-fact, and in any one or
more of them, to sign for the undersigned and in their respective names as
Officers and as Directors of the Corporation, a Registration Statement on Form
S-8 (or other appropriate form) relating to the proposed issuance of Common
Stock and other securities pursuant to the exercise of stock options granted
under the 2000 Stock Incentive Plan, 1987 Stock Option Agreement and 1995
Nonqualified Stock Option Plan, and the fulfillment of subscriptions under the
2000 Employee Stock Purchase Plan (or any and all amendments, including
post-effective amendments, to such Registration Statement) and file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and with full power of substitution; hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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 and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ David C. Karlgaard Chief Executive Officer, President and Chairman April 25, 2000
- --------------------------------- of the Board of Directors
David C. Karlgaard (Principal Executive Officer)
/s/ Paul G. Rice Chief Operating Officer and Director April 25, 2000
- ---------------------------------
Paul G. Rice
/s/ Alan H. Harbitter Chief Technology Officer and Director April 25, 2000
- ---------------------------------
Alan H. Harbitter
/s/ Stuart R. Lloyd Chief Financial Officer, Senior Vice President April 25, 2000
- --------------------------------- and Director
Stuart R. Lloyd (Principal Financial and Accounting Officer)
/s/ Sharon M. Owlett Director April 25, 2000
- ---------------------------------
Sharon M. Owlett
/s/ Jesse Brown Director April 25, 2000
- ---------------------------------
Jesse Brown
/s/ Denis M. Crane Director April 25, 2000
- ---------------------------------
Denis M. Crane
/s/ Alvin E. Nashman Director April 25, 2000
- ---------------------------------
Alvin E. Nashman
</TABLE>
