As filed with the Securities and Exchange commission on May 26, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DynCorp
(Exact name of registrant as specified in its charter)
Delaware 36-2408747
(State or other jurisdiction of (I.R.S. Identification No.)
incorporation or organization)
11710 Plaza America Drive, Reston, Virginia 20190
(Address of Principal Executive Offices) (Zip Code)
DynCorp 1999 Long-Term Incentive Stock Plan
(Full title of the plan)
H. Montgomery Hougen
Vice President & Corporate Secretary, Deputy General Counsel
DynCorp
11710 Plaza America Drive, Reston, Virginia 20190-6039
(Name and address of agent for service)
(703) 261-5028
(Telephone number, including area code, of agent for service)
Copy to:
Robert B. Ott
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
(202) 942-5008
Calculation of Registration Fee
Title of Proposed maximum Proposed maximum
securities to Amount to offering price aggregate price Amount of
be registered be registered per unit (1) registration fee
Common stock 800,000 $24.50 $19,600,000 $5,174.40
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
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II - 7
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by DynCorp ("Registrant" or "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-03879), are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 30, 1999, filed with the Commission on March 29,
2000, and any Amendment to the Company's Annual Report on Form
10-K for the year ended December 30, 1999 filed subsequent
thereto;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 2000, filed with the Commission on May 15,
2000, and any Amendment to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 30, 2000 filed
subsequent thereto;
(c) The description of the common stock of the Company, par value
$0.10 per share ("Common Stock"), contained in a Registration
Statement on Form 8-A filed under the Exchange Act by the
Company on May 1, 1998, including any amendment or report
filed for the purpose of updating such description.
All documents and reports subsequently filed by the Company with the
Commission after the date of this Registration Statement 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 Common Stock offered hereby
has been sold or which deregisters such Common Stock then remaining unsold,
shall be deemed to be incorporated in this Registration Statement by reference
and shall be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement 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 in this Registration
Statement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or so superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock registered by this Registration
Statement has been passed upon for the Registrant by H. Montgomery Hougen, Vice
President and Secretary and Deputy General Counsel of DynCorp. As of May 1,
2000, Mr. Hougen owned directly and indirectly 11,467 shares of common stock and
options to purchase 9,500 shares of common stock. Mr. Hougen is the beneficial
owner of an additional 3,934 shares through our benefit plans.
Item 6. Indemnification of Directors and Officers.
Section 102 of the General Corporation Law of the State of Delaware
("GCL") allows a corporation to eliminate the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except in cases where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or a knowing violation of law, authorized the unlawful payment of a dividend or
approved an unlawful stock redemption or repurchase or obtained an improper
personal benefit. The registrant's Amended and Restated Certificate of
Incorporation, a copy of which is filed as an exhibit to this Registration
Statement, contains a provision which eliminates directors' personal liability
as set forth above.
The Amended and Restated Certificate of Incorporation of the registrant
and the By-Laws of the registrant provide in effect that the registrant shall
indemnify its directors, officers and employees to the extent permitted by
Section 145 of the GCL. Section 145 of the GCL provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, 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 (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no cause to believe his or her
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such director
or officer shall have been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action was brought
shall determine that despite the adjudication of liability such director or
officer is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and empowers the corporation to purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The exhibits listed on the Exhibit Index on page II-7 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
Item 9. Undertakings
The 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, as amended;
(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 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;
provided, however, that paragraphs (i) and (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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (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 registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company'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 the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such new securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. 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
The Registrant. 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 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 Commonwealth of Virginia, County
of Fairfax, on May 23, 2000.
DynCorp
/s/ Paul V. Lombardi
By: Paul V. Lombardi
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below TO THIS Registration Statement hereby appoints Paul V. Lombardi,
David L. Reichardt, and H. Montgomery Hougen, and each of them, any one of whom
may act without the joiner of others, as his attorney-in-fact and agents, with
full power of substitution and resubstitution, to sign and file any or all
amendments and post-effective amendments to this Registration Statement and any
and all other documents that may be required in connection with the filing of
this Registration Statement, which amendments may make such changes and
additions to this Registration Statement as such attorney-in-fact may deem
necessary.
Signature Title Date
/s/ P. V. Lombardi President & Chief Executive Officer May 23, 2000
P. V. Lombardi and Director (Principal Executive
Officer)
/s/ P. C. FitzPatrick
P. C. FitzPatrick Senior Vice President and Chief May 23, 2000
Financial Officer (Principal
Financial Officer)
/s/ D. L. Reichardt Senior Vice President & General May 23, 2000
D. L. Reichardt Counsel and Director
/s/ J. J. Fitzgerald Vice President and Controller May 23, 2000
J. J. Fitzgerald (Principal Accounting Officer)
/s/ D. R. Bannister Director May 23, 2000
D. R. Bannister
/s/ T. E. Blanchard Director May 23, 2000
T. E. Blanchard
/s/ Russell E. Dougherty Director May 23, 2000
R. E. Dougherty
/s/ Paul G. Kaminski Director May 23, 2000
P. G. Kaminski
/s/ D. C. Mecum Director May 23, 2000
D. C. Mecum
/s/ H. B. Thompson Director May 23, 2000
H. B. Thompson
/s/ H. S. Winokur Director May 23, 2000
H. S. Winokur
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INDEX TO EXHIBITS
Exhibit 4.1 1999 Long-Term Incentive Stock Plan (incorporated by reference
to Registrant's Form 10-K for 1999, File No. 1-03879)
Exhibit 5 Opinion of H. Montgomery Hougen, Deputy General Counsel, filed
herewith.
Exhibit 23.1 Consent of H. Montgomery Hougen, Deputy General Counsel,
included in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of Independent Public Accountants, filed herewith.
