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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DYNAMICS RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C>
MASSACHUSETTS 04-2211809
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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60 FRONTAGE ROAD, ANDOVER, MA 01810
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(Address of Principal Executive Offices) (Zip Code)
James P. Regan Non-Statutory Stock Option Agreement
2000 Incentive Plan
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(Full title of the plans)
DAVID KELEHER
VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER
DYNAMICS RESEARCH CORPORATION
60 FRONTAGE ROAD
ANDOVER, MASSACHUSETTS 01810
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(Name and address of agent for service)
(978) 475-9090
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(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
MARY E. WEBER, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered be registered (1) offering price per aggregate offering registration fee (3)
share (2) price (2)
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Common Stock, $.10 1,500,000 shares $7.25 $10,875,000 $2,871.00
Par Value (including 250,000 shares (4) 4.44 1,110,000 293.04
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Preferred Stock 1,750,000 $3,164.04
Purchase Rights)
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(1) Pursuant to Rule 416(a), also covers additional shares of common stock as
may be offered in the event of stock dividends, splits or recapitalization or
other similar transactions.
(2) Represents the weighted average price of shares registered hereunder
determined as follows: the offering price for shares subject to options on the
date hereof is the actual exercise price of such options. Of the 1,750,000
shares of Common Stock, par value $.10 per share, to be registered hereunder,
250,000 shares are subject to options at an average price of $4.44 per share.
The offering price of $7.25 per share for the remaining 1,500,000 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 for the common stock of Dynamics Research
Corporation, par value $.10, reported on the NASDAQ National Market on October
5, 2000, which was $7.25.
(3) Registration fee consists of (a) $293.04 payable in respect of 250,000
shares subject to options at an average exercise price of $4.44 per share on the
date hereof and (b) $2,871.00 payable in respect of 1,500,000 shares not yet
subject to options on the date hereof, calculated as described in footnote 2.
(4) Shares subject to options granted pursuant to the James P. Regan Stock
Option Agreement.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents herein by
reference:
(a) The Registrant's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(b) All other reports filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 since December 31, 1999, which are
listed below:
(i) The Registrant's Quarterly Report(s) on Form 10-Q for the fiscal
quarter(s) ended March 31, 2000 and June 30, 2000.
(ii) The Registrant's Current Report(s) on Form 8-K dated
February 10, 2000.
(iii) The Registrant's Current Report(s) on Form 8-K dated
June 27, 2000.
(c) The description of the Registrant's Common Stock, $.10 par value per
share, contained in the Registrant's Registration Statement on Form 10
in respect of the Registrant's Common Stock, filed pursuant to Section
12 of the Securities Exchange Act of 1934, as amended by Registrant's
Registration Statement on Form 8-A, as amended, filed pursuant to
Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 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 then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is organized under the laws of The Commonwealth of
Massachusetts. The Massachusetts Business Corporation Law provides that
indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by
the corporation to whatever extent specified in or authorized by its articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors, except that no indemnification may be provided for any person with
respect to any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation. Under Massachusetts law, a
corporation can purchase and maintain insurance on behalf of any person against
liability incurred as a director, officer, employee, agent or person serving at
the request of the corporation as a director, officer, employee or other agent
of another organization or with respect to any employee benefit plan, in his
capacity as such, whether or not the corporation would have the power to itself
indemnify him against such liability.
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 provide 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.
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Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Organization (Incorporated by reference to the
Registrant's Form 10-Q for the quarter ended 6/13/87, SEC File Reference No. 1-
7348).
4.2 By-Laws (Incorporated by reference to the Registrant's Form 10-Q for the
quarter ended 6/13/87, SEC File Reference No.1-7348).
4.3 Specimen Common Stock Certificate included in Exhibit 4.1 and 4.2.
4.4 Specimen Preferred Stock Certificate included in Exhibit 4.1 and 4.2.
4.5 Rights Agreement dated as of February 17, 1998 ("Rights Agreement")
between the Company and American Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998).
4.6 Form of Certificate of Designation with respect to Series B Preferred
Stock (incorporated by reference to the Registrant's Form 8-A Amendment filed on
September 30, 1998).
4.7 Form of Rights Certificate (incorporated by reference to the Registrant's
Form 8-A filed on June 15, 1998).
4.8 Dynamics Research Corporation 2000 Incentive Plan (incorporated by
reference to the Registrant's Proxy Statement filed on Form DEFS 14A on December
6, 1999).
4.9 Form of James P. Regan Non-qualified Stock Option Agreement
5 Opinion of Ropes & Gray.
23.1 Consent of Arthur Andersen LLP.
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 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
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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) 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,
subject 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.
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SIGNATURES
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Andover, Massachusetts on this 14th day of July,
2000.
DYNAMICS RESEARCH CORPORATION
By: /s/ James P. Regan
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JAMES P. REGAN
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Dynamics Research
Corporation, hereby severally constitute and appoint James P. Regan and David
Keleher and each of them singly, as true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, all additional amendments to this registration statement, and
generally to do all things in our names and on our behalf in such capacities to
enable Dynamics Research Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all applicable requirements of the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
TITLE: DATE:
/s/ James P. Regan
--------------------------- July 14, 2000
JAMES P. REGAN, President,
Chief Executive Officer, and Director
/s/ David Keleher
--------------------------- March 13, 2000
DAVID KELEHER, Chief
Financial Officer
Vice President of Finance
/s/ Robert Flynn
--------------------------- March 7, 2000
ROBERT FLYNN,
Corporate Controller
(Acting)
/s/ John S. Anderegg, Jr.
--------------------------- July 14, 2000
JOHN S. ANDEREGG, JR., Director
/s/ Francis J. Aguilar
--------------------------- March 9, 2000
FRANCIS J. AGUILAR, Director
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/s/ James P. Mullins
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JAMES P. MULLINS, Director March 8, 2000
/s/ Martin V. Joyce
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MARTIN V. JOYCE, Director March 8, 2000
/s/ Kenneth F. Kames
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KENNETH F. KAMES, Director March 9, 2000
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EXHIBIT INDEX
4.1 Restated Articles of Organization (Incorporated by reference to the
Registrant's Form 10-Q for the quarter ended 6/13/87, SEC File Reference No. 1-
7348).
4.2 By-Laws (Incorporated by reference to the Registrant's Form 10-Q for the
quarter ended 6/13/87, SEC File Reference No.1-7348).
4.3 Specimen Common Stock Certificate included in Exhibit 4.1 and 4.2.
4.4 Specimen Preferred Stock Certificate included in Exhibit 4.1 and 4.2.
4.5 Rights Agreement dated as of February 17, 1998 ("Rights Agreement")
between the Company and American Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to the Registrant's Form 8-A filed on June 15, 1998).
4.6 Form of Certificate of Designation with respect to Series B Preferred
Stock (incorporated by reference to the Registrant's Form 8-A Amendment filed on
September 30, 1998).
4.7 Form of Rights Certificate (incorporated by reference to the Registrant's
Form 8-A filed on June 15, 1998).
4.8 Dynamics Research Corporation 2000 Incentive Plan (incorporated by
reference to the Registrant's proxy statement filed on Form DEFS 14A on December
6, 1999).
4.9 Form of James P. Reagan Non-Qualified Stock Option Agreement
5 Opinion of Ropes & Gray.
23.1 Consent of Arthur Andersen LLP.
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.
