As filed with the Securities and Exchange Commission on December 12, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUTER DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0882982
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Curie Court
Rockville, Maryland 20850
(301) 921-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Wyatt D. Tinsley
Chief Financial Officer
Computer Data Systems, Inc.
One Curie Court
Rockville, Maryland 20850
(301) 921-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Glenn C. Campbell, Esquire
Miles & Stockbridge, a Professional Corporation
10 Light Street
Baltimore, Maryland 21202
(410) 727-6464
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment, please check the following box.
( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
- ------------------- ------------ --------- ----------- -------------
Common Stock, $0.10 20,000 $30.75 $615,000.00 $186.35
par value per share
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(1) Based upon the last reported bid and asked prices of the Common Stock
as reported on The Nasdaq Stock Market on December 10, 1996, estimated
solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective.
- ------------------------------------------------------------------------------
SUBJECT TO COMPLETION, PROSPECTUS DATED DECEMBER 12, 1996
PROSPECTUS
COMPUTER DATA SYSTEMS, INC.
20,000 Shares of Common Stock
The shares offered hereby (the "Shares") consist of 20,000 shares of
common stock, $0.10 par value per share (the "Common Stock"), of Computer Data
Systems, Inc., a Maryland corporation ("CDSI" or the "Company"), which are owned
by a stockholder of the Company (the "Selling Stockholder"). The Shares may be
offered from time to time by the Selling Stockholder as more fully described in
the Section entitled "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder. See "Selling Stockholder." All expenses of
registration incurred in connection with this offering are being borne by CDSI,
but all selling and other expenses incurred by the Selling Stockholder will be
borne by such Selling Stockholder. The Company and the Selling Stockholder have
each agreed to indemnify each other against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
The Selling Stockholder has not advised CDSI of any specific plans for
the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the Nasdaq National
Market of The Nasdaq Stock Market at the market price then prevailing. Sales
may also be made in negotiated transactions or otherwise. The Selling
Stockholder and the brokers and dealers through whom sale of the Shares may be
made may be deemed to be "underwriters" within the meaning of the Securities
Act, and their commissions or discounts and other compensation may be regarded
as underwriters' compensation. See "Plan of Distribution."
The Company's Common Stock is quoted on the Nasdaq National Market of
The Nasdaq Stock Market under the symbol "CDSI." On December 10, 1996, the last
reported sales price of the Common Stock was $30.625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
<PAGE>
THE DATE OF THIS PROSPECTUS IS DECEMBER 12, 1996.
No person has been authorized to give any information or to make any
representations other than those contained in, or incorporated by reference into
this Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company or the Selling
Stockholder. This Prospectus shall not constitute an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such State. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act (the
"Registration Statement") with respect to the registration of the Shares of CDSI
Common Stock owned by the Selling Stockholder. This Prospectus constitutes a
part of the Registration Statement and, in accordance with the rules of the
Commission, omits certain of the information contained in the Registration
Statement. For such information, reference is made to the Registration Statement
and the exhibits thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Registration Statement, as well as such reports, proxy
statements and other information filed by CDSI, can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and at Seven World Trade Center, New York, New York 10048.
Copies of such material also can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such materials and other information concerning CDSI are also
filed electronically with the Commission and are accessible via the Worldwide
Web at http://www.sec.gov. In addition, such materials and other information
concerning the Company can be inspected at the National Association of
Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20006.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by CDSI with the Commission are
hereby incorporated by reference in this Prospectus: (1) the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1996; (2) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; and (3)
the description of the Company's Common Stock contained in the Company's Form 10
filed with the Commission on June 2, 1969, including any amendment or report
updating such description.
<PAGE>
All documents filed by CDSI pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing thereof. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Prospectus, except as so modified or superseded.
This Prospectus incorporates by reference certain documents that are
not presented herein or delivered herewith. CDSI hereby undertakes to
provide without charge to each person, including any beneficial owner, to whom a
copy of this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all documents and information that have been
incorporated by reference herein (not including exhibits thereto unless such
exhibits are specifically incorporated by reference into the information
incorporated herein). Such documents and information are available upon request
from Computer Data Systems, Inc., One Curie Court, Rockville, Maryland 20850,
Attention: Secretary; telephone: (301) 921-7000.
SELLING STOCKHOLDER
InTuition, Inc., a Florida corporation (the "Selling Stockholder"),
currently owns an aggregate of 20,000 shares of Common Stock of the Company,
constituting approximately 0.3% of the outstanding Common Stock of the Company.
The Selling Stockholder acquired the Shares in connection with the formation of
GuaranTec, LLP, a Florida limited liability partnership, as a joint venture
between subsidiaries of the Company and the Selling Stockholder. The Selling
Stockholder has not had a material relationship with the Company in the past
three years other than through the joint ownership of GuaranTec, LLP.
The Shares are being registered to permit public secondary trading in
the Shares and the Selling Stockholder may offer the Shares for resale from time
to time. See "Plan of Distribution." Because the Selling Stockholder may sell
all or some portion of the Shares covered by this Prospectus, no estimate may be
given as to the number of shares and the percentage of outstanding Common Stock
that will be held by the Selling Stockholder after any particular sale.
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Stockholder, or
by pledgees, donees, transferees or other successors in interest, from time to
time while the Registration Statement to which this Prospectus relates is
effective, on one or more exchanges or in over-the-counter market (including the
Nasdaq National Market of The Nasdaq Stock Market) or otherwise at prices and
terms prevailing at the time of sale, at prices and terms related to such
prevailing prices and terms, in negotiated transactions or at fixed prices. The
Selling Stockholder may choose to sell all or a portion of such Shares from time
to time in any manner described herein. The methods by which the Shares may be
sold by the Selling Stockholder include, without limitation: (i) ordinary
brokerage transactions, which may include long or short sales, (ii) transactions
which involve cross or block trades or any other transactions permitted by the
exchange or over-the-counter market on which the Shares are traded, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (iv) "at the market" to or through
market makers or into an existing market for the Common Stock, (v) in other ways
not involving market makers or established trading markets, including direct
sales to purchasers or sales effected through agents, (vi) through transactions
in options or swaps or other derivatives (whether exchange-listed or otherwise),
or (vii) any combinations of any such methods of sale. In addition, the Selling
Stockholder may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
Shares in the course of hedging the positions they assume with the Selling
Stockholder. The Selling Stockholder may also sell Shares short and deliver the
Shares registered hereby at any time to close out such short positions, provided
such short sales were effected pursuant to this Prospectus. The Selling
Stockholder may also enter into option or other transactions with broker-dealers
which require the delivery to such broker-dealers of the Shares offered hereby,
which Shares such broker-dealers may resell pursuant to this Prospectus.
In effecting sales, brokers and dealers engaged by the Selling
Stockholder may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling Stockholder to
sell a specified number of Shares at a stipulated price per share, and, to the
extent such a broker or dealer is unable to do so acting as agent for the
Selling Stockholder, may purchase as principal any unsold Shares at the price
required to fulfill such broker or dealer commitment to the Selling Stockholder.
Brokers or dealers who acquire Shares as principals may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other brokers or
dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices and terms prevailing at the time of sale, at prices and terms related to
such prevailing prices and terms, in negotiated transactions or at fixed prices,
and in connection with the methods as described above. The Shares held by the
Selling Stockholder may also be sold hereunder by brokers, dealers, banks or
other persons or entities who receive such Shares as a pledgee or the Selling
Stockholder. The Selling Stockholder and brokers and dealers through whom sales
of Shares may be effected may be deemed to be "underwriters," as defined under
the Securities Act, and any profits realized by them in connection with the sale
of the Shares may be considered to be underwriting compensation.
The Asset Sale and Stock Purchase Agreement between the Company and the
Selling Stockholder, dated as of November 1, 1996, provides that the Company and
the Selling Stockholder will indemnify each other against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the other may be required to make in respect thereof.
CDSI shall pay all fees and expenses related to the registration of the
Shares. CDSI will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholder.
CDSI has agreed to indemnify the Selling Stockholder in against certain
liabilities, including certain liabilities arising under the Securities Act. The
Selling Stockholder has agreed to indemnify the Company and its directors, and
its officers who sign the Registration Statement against certain liabilities,
including certain liabilities arising under the Securities Act.
LEGAL MATTERS
An opinion has been rendered by the law firm of Miles & Stockbridge, a
Professional Corporation, Baltimore, Maryland, to the effect that the shares of
Common Stock offered by the Selling Stockholder hereby are legally issued, fully
paid and non-assessable.
EXPERTS
The consolidated financial statements of Computer Data Systems, Inc.
appearing in the Company's Annual Report (Form 10-K) for the year ended June 30,
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of said firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
SEC Registration Fee............................... $ 186.35
NASDAQ Listing Fee................................. 2,000.00
Legal Fees and Expenses............................ 1,000.00*
Accounting Fees and Expenses....................... 2,600.00*
Miscellaneous...................................... 500.00*
----------------------
Total..................................... $ 6,286.35
======================
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law permits each
Maryland business corporation to indemnify its directors, officers, employees
and agents made party to a proceeding by reason of service in those capacities
against expenses and liability, except that no indemnification may be provided
for any such person with respect to any matter as to which the person has been
adjudicated in any proceeding to have been engaged in acts or omissions
involving deliberate dishonesty, bad faith or the receipt of an improper
personal benefit or, with respect to any criminal proceeding, if he or she had
reasonable cause to believe his or her conduct was unlawful.
<PAGE>
Article IX, of CDSI's Restated Articles of Incorporation provides that the
Company, to the full extent permitted by Maryland statutory or decisional law,
no director or officer of the Company shall be liable to CDSI or its
stockholders for monetary damages. Article VII of CDSI's By-Laws, as amended,
provides that the Company shall indemnify its directors and officers to the
fullest extent permitted by law and further authorizes the Board of Directors to
indemnify other employees and agents of the Company as the Board in its sole
discretion determines appropriate to the extent permitted by law.
ITEM 16. EXHIBITS.
NUMBER DOCUMENT
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5 Opinion of Miles & Stockbridge as to the validity
of the issuance of the shares of CDSI Common Stock
to be registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Miles & Stockbridge (included in
Exhibit 5)
24 Power of attorney of certain signatories (included on the
Signature Page).
ITEM 17. 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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or 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 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% 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;
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 the 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.
(b) 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 section 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.
(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 Securities and Exchange
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 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rockville, Maryland, on the date indicated.
COMPUTER DATA SYSTEMS, INC.
Date: December 11, 1996 By: /s/ Peter A. Bracken
____________________________
Peter A. Bracken
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Peter A. Fish and Robin M. McCune and each of them, as
Attorney-in-fact, to sign on his behalf individually and in each capacity stated
below, and to file, any amendments, including post-effective amendments, to this
registration statement.
Signature Title Date
--------- ----- ----
/s/ Peter A. Bracken
_______________________ President and Chief Executive December 11, 1996
Peter A. Bracken Officer; Director
(Principal Executive Officer)
/s/ Wyatt D. Tinsley
________________________ Chief Financial Officer; December 11, 1996
Wyatt D. Tinsley Director
(Principal Financial and
Accounting Officer)
/s/ Clifford M. Kendall
________________________ Chairman of the Board of December 11, 1996
Clifford M. Kendall Directors; Director
/s/ Raymond B. Hoxeng
________________________ Director December 12, 1996
Raymond B. Hoxeng
________________________ Director December __, 1996
Hilliard W. Paige
/s/ Elmer B. Staats
________________________ Director December 12, 1996
Elmer B. Staats
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Paul R. Ignatius
________________________ Director December 12, 1996
Paul R. Ignatius
/s/ James A. Parker
________________________ Director December 11, 1996
James A. Parker
<PAGE>
EXHIBIT INDEX
NUMBER DOCUMENT
------ --------
5 Opinion of Miles & Stockbridge.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Miles & Stockbridge (included in
Exhibit 5)
24 Power of attorney of certain signatories (included on the
Signature Page).
EXHIBIT 5
December 10, 1996
Computer Data Systems, Inc.
One Curie Court
Rockville, Maryland 20850
Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 20,000 shares of common stock (the "Shares") of Computer Data Systems,
Inc., a Maryland corporation (the "Corporation"), which are being registered on
behalf of InTuition, Inc. as selling stockholder, we have examined such
corporate records, certificates and documents as we deemed necessary for the
purpose of this opinion. Based on that examination, we advise you that in our
opinion, the Shares have been duly authorized and are legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Opinions" in the Prospectus. In giving our consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Miles & Stockbridge
a Professional Corporation
By: /s/ Glenn C. Campbell
--------------------------
Principal
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Computer Data
Systems, Inc. to be filed with the Securities and Exchange Commission on or
about December 12, 1996 for the registration of 20,000 shares of its common
stock and to the incorporation by reference therein of our report dated July 26,
1996, with respect to the consolidated financial statements of Computer Data
Systems, Inc. included in its Annual Report on Form 10-K for the year ended June
30, 1996.
/s/ Ernst & Young LLP
Washington, D.C.
December 10, 1996
