As filed with the Commission on April 24, 1996 File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DYNAMICS RESEARCH CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2211809
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
60 Frontage Road
Andover, Massachusetts 01810-5498
(Address of principal executive offices, including zip code)
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
Douglas R. Potter
Chief Financial Officer
Dynamic Research Corporation
60 Frontage Road
Andover, Massachusetts 01810-5498
(508) 475-9090
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee <F2>
registered price per offering
share<F1> price<F1>
Common Stock 100,000 $7.14 $713,750 $246.12
par value, <F3>
$.10
<F>
<F1> The offering price for shares not subject to options on the date hereof
has been estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) on the basis of the average of
the high and low prices of Dynamics Research Corporation Common Stock,
par value $0.10, reported on the NASDAQ National Market on April 24,
1996. The offering price for shares subject to options on the date
hereof is the actual exercise price of such options.
<F2> Registration fee consists of $22.63 payable in respect of 15,000 shares
subject to options at an exercise price of $4.375 per share, plus $7.88
payable in respect of 3,000 shares subject to options at an exercise
price of $7.625 per share, plus $215.60 payable in respect of 82,000
shares that have not been issued or made subject to options.
<F3> Plus, pursuant to Rule 416(c), such indeterminate number of additional
shares of Common Stock as may be required in the event of a stock
dividend, reverse stock split or combination of shares, recapitalization
or other change in the Company's capital stock.
</F>
Page 1 of 8
PART II
Item 3. Incorporation of Documents by Reference.
Dynamics Research Corporation (the "Registrant" or the "Company") hereby
incorporates herein by reference the Company's Annual Report on Form 10-K for
the fiscal year ended December 30, 1995.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein 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 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,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
No material interests.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Articles of Organization provide that the
Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liabilities is not permitted under
the Massachusetts Business Corporation Law as in effect at time such liability
is determined. The By-laws provided that the Registrant shall indemnify its
directors and officers to the full extent permitted by the laws of The
Commonwealth of Massachusetts against certain liabilities.
The Company has indemnification agreements with each of its directors.
Each indemnification agreement entitles the director to be indemnified by the
Company for any liabilities and expenses incurred in connection with the
defense or disposition of any legal claim or action brought or threatened
against him or her by reason of (i) being or having been a director of the
Company or (ii) serving or having served at the Company s request as a director
of another organization or in any capacity with respect to an employee benefit
plan. The indemnification agreement also requires the Company to advance
payment for any expenses incurred by a director in connection with such an
action. However, a director will not receive indemnification under the
agreement if he or she is found not to have acted in good faith in the
reasonable belief that his or her actions were in the best interest of the
Company. The indemnification provided under the indemnification agreement is
required whether or not an action is brought asserting that the director
seeking indemnification acted unlawfully or acted to create an improper
personal benefit, unless the director is actually found not to have acted in
good faith in the reasonable belief that his or her actions were in the best
interests of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Page 2 of 8
Item 8. Exhibits.
The following exhibits are filed as a part of this Registration Statement.
Where such filing is made by incorporation by reference to a previously filed
statement or report, such statement or report is identified in parentheses.
Exhibit
No. Description Page No.
3.1 Restated Articles of
Organization (Incorporated by
reference to the Registrant's
Form 10-Q for the quarter ended
6/13/87).
3.2 By-Laws (Incorporated by
reference to the Registrant's
Form 10-Q for the quarter ended
6/13/87).
4.1 Common stock included in
Exhibit 3.1 and 3.2.
4.2 Preferred stock included in
Exhibit 3.1 and 3.2.
4.3 Rights Agreement dated as of
July 14, 1988 ("Rights
Agreement") between the Company
and American Stock Transfer &
Trust Company, as Rights Agent
(Incorporated by reference to
the Registrant's Form 8-K filed
on July 14, 1988).
4.4 Rights Agreement Amendment No.
1 dated as of September 6, 1989
(Incorporated by reference to
the Registrant's Form 8-K filed
on September 12, 1989).
5 Opinion of Ropes & Gray. 6
10 1995 Stock Option Plan for Non-
Employee Directors
(Incorporated by reference to
the Registrant's Form 10-K for
the year ended 12/31/94).
23.1 Consent of Arthur Andersen LLP. 8
23.2 Consent of Ropes & Gray is
contained in Exhibit 5.
24 Power of attorney is included on
the signature page of this
Registration Statement.
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 of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
Page 3 of 8
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; and (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 (ii) shall 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 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 herein, 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 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 4 of 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Andover, The Commonwealth of Massachusetts, on
this 24 day of April, 1996.
Dynamics Research Corporation
By /s/Douglas R. Potter
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 24 day of April, 1996. Each person whose signature
appears below hereby authorized each of Albert Rand and Douglas R. Potter and
appoints each of them singly his attorney-in-fact, each with full power of
substitution, to execute in his name, place and stead, in any and all
capacities, any post-effective amendment to this Registration Statement and
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, making such further
changes in this Registration Statement as the Company deems appropriate.
Signature Title
/s/ Albert Rand
Albert Rand Director, President, Chief Executive Officer
/s/Douglas R. Potter
Douglas R. Potter Vice President of Finance, Chief Financial
Officer
(Principal Financial and Accounting Officer)
/s/ John S. Anderegg
John S. Anderegg Director, Chairman
Dr. Francis J. Aguilar Director
/s/ Thomas J. Troup
Thomas J. Troup Director
/s/ Gen. James P. Mullins
Gen. James P. Mullins Director
Page 5 of 8
Exhibit 5
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
FAX: (617) 951-7050
April 24, 1996
Dynamics Research Corporation
60 Frontage Road
Andover, Massachusetts 01810-5498
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-8, filed on or about the date hereof with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, (the
"Registration Statement"), for the registration by Dynamics Research
Corporation (the "Company") of the sale by it of up to 100,000 shares (the
"Shares") of the Company's common stock, $0.10 par value per share (the
"Common Stock"), upon exercise, from time to time, of optionss issued
pursuant to the Dynamics Research Corporation 1995 Stock Option Plan for
Non-Employee Directors (the "Plan").
We have acted as counsel for the Company in connection with the preparation
and filing of the Registration Statement. In connection with this opinion we
have examined the Restated Articles of Organization and Bylaws of the Company
and all amendments thereto and have examined and relied on the original, or
copies certified to our satisfaction, of such records of meetings of the
directors and stockholders of the Company, documents and other instruments,
including the Plan, as in our judgment were necessary or appropriate to enable
us to render the opinions express below.
For the purposes of the opinion set forth in the second numbered paragraph
below, we have assumed that (i) the number of authorized and unissued shares of
Common Stock not reserved for another purpose will be sufficient at the time of
each exercise for issuance of the Shares underlying the options and (ii) the
exercise price for each option will be equal to or exceed the par value of the
Common Stock on the date of exercise of each such option.
Based on the foregoing, we are of the opinion that:
Page 6 of 8
Dynamics Research Corporation
April 24, 1996
Page 2
1. The Company is a corporation duly organized and validly existing under
the laws of The Commonwealth of Massachusetts.
2. The Shares have been duly authorized and, when issued and sold by the
Company pursuant to and in accordance with the Plan, will be validly issued,
fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement. We understand that this opinion is to be used only in
connection with the offer and sale of the Common Stock described above while
the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
3118644.01
Page 7 of 8
Exhibit 23.1
Consent of Independent Auditors
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 14, 1996 incorporated by reference in Dynamics Research Corporation's
Form 10-K for the year ended December 30, 1995 and to all references to our
firm included in this registration statement on Form S-8.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
April 24, 1996
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