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__________________________________________________________________________
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-0856778
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4050 Legato Road, Fairfax, Virginia 22033
(Address of Principal Executive Offices)
___________________________
AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
OUTSIDE DIRECTORS STOCK-FOR-FEES PLAN
(Full Title of the Plan)
___________________________
Philip M. Giuntini
President
American Management Systems, Incorporated
4000 Legato Road
Fairfax, Virginia 22033
(Name and Address of Agent for Service)
(703) 267-5405
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Denise R. Cade, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
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<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 shares $22.06 $3,309,000.00 $1,141.03
$.01 par value per share
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Outside Directors Stock-for-Fees
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is based on the
average of the high and low sales prices of the Registrant's Common Stock on
January 26, 1996, as reported by the Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1994, as filed with the Securities and Exchange Commission (the
"Commission") on March 30, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995, June 30, 1995 and September 30, 1995, and the Registrant's
Report on Form 10-C, as filed with the Commission on January 9, 1996 to report
the three (3)-for-two (2) split of the Registrant's Common Stock, $.01 par value
per share (the "Common Stock"), effective January 5, 1996, for stockholders of
record as of the close of business on December 15, 1995 (the "Stock Split");
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant 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 hereby
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 hereof from the date of filing of such documents.
The Registrant's net income per share of Common Stock, after giving
retroactive effect to the Stock Split, is $0.60, $0.46 and $0.50 for its fiscal
years ended December 31, 1994, 1993 and 1992, respectively. The Registrant's net
income per share of Common Stock, after giving retroactive effect to the Stock
Split, is $0.12, $0.16 and $0.18 for the quarters ended March 31, June 30 and
September 30, 1995, respectively.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law permits a Delaware
corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's personal liability to the corporation or
its stockholders for monetary damages for breaches of fiduciary duty, including
conduct which could be characterized as negligence or gross negligence. The
Delaware General Corporation Law expressly provides, however, that the liability
for breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or knowing violation of the law, the unlawful
purchase or redemption of stock or payment of unlawful dividends or the receipt
of improper personal benefits cannot be eliminated or limited in this manner.
The Delaware General Corporation Law further provides that no such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. Article Nine
of the Registrant's certificate of incorporation provides that a director shall
not be liable to the Registrant or its stockholders for
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monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law makes provision for the
indemnification of directors, officers, employees and agents against expenses,
judgments, fines, settlements and other amounts incurred in connection with any
proceeding arising by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation. Article VIII of the Registrant's
by-laws provides that the Registrant shall have the power to indemnify its
directors, officers, employees and agents to the fullest extent permitted by any
applicable provisions of the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
Item Number as per Item 601 of Regulation S-K.
5 Opinion of Shaw, Pittman, Potts & Trowbridge (including consent)
with respect to legality of the Common Stock registered hereunder (filed
herewith).
23 Consent of Price Waterhouse LLP (filed herewith).
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 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;
(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 a(1)(ii) 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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
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(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 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 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.
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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 City or Fairfax, and the Commonwealth of Virginia, on this
24th day of January, 1996.
AMERICAN MANAGEMENT SYSTEMS,
INCORPORATED
a Delaware corporation
(Registrant)
By: /s/ Philip M. Giuntini
_______________________________________
Philip M. Giuntini
President
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 dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Paul A. Brands
- ------------------------ Chief Executive Officer 1/24/96
Paul A. Brands (Principal Executive Officer)
/s/ Frank A. Nicolai
- ------------------------ Secretary and Treasurer
Frank A. Nicolai (Principal Financial Officer) 1/24/96
/s/ James E. Marshall
- ------------------------ Controller 1/24/96
James E. Marshall (Principal Accounting Officer)
/s/ Daniel J. Altobello
- ------------------------ Director 1/24/96
Daniel J. Altobello
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul A. Brands
- ----------------------- Director 1/24/96
Paul A. Brands
/s/ James J. Forese
- ----------------------- Director 1/24/96
James J. Forese
/s/ Philip M. Giuntini
- ----------------------- Director 1/24/96
Philip M. Giuntini
/s/ Patrick W. Gross
- ----------------------- Director 1/24/96
Patrick W. Gross
/s/ Dorothy Leonard-Barton
- ----------------------- Director 1/24/96
Dorothy Leonard-Barton
/s/ W. Walker Lewis
- ----------------------- Director 1/24/96
W. Walker Lewis
/s/ Frederic V. Malek
- ----------------------- Director 1/24/96
Frederic V. Malek
/s/ Frank A. Nicolai
- ----------------------- Director 1/24/96
Frank A. Nicolai
/s/ Charles O. Rossotti
- ----------------------- Director 1/24/96
Charles O. Rossotti
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Shaw, Pittman, Potts & Trowbridge (including
consent) with respect to legality
23 Consent of Price Waterhouse LLP
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Exhibit 5
[LETTER HEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE APPEARS HERE]
January 24, 1996
American Management Systems,
Incorporated
4050 Legato Road
Fairfax, Virginia 22033
Ladies and Gentlemen:
We have acted as counsel to American Management Systems, Incorporated (the
"Company"), a Delaware corporation, in connection with the registration of
150,000 shares of its Common Stock, $0.01 par value per share (the "Common
Stock"), pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), and the Outside
Directors Stock-for-Fees Plan (the "Plan").
Based upon examination and review of (i) the Second Restated Certificate of
Incorporation of the Company, (ii) the Bylaws of the Company, as amended, and
(iii) the resolutions of the Board of Directors of the Company dated February
24, 1995, we are of the opinion that the Common Stock has been duly authorized
for issuance by the Company, and that upon issuance and delivery in accordance
with the Plan referred to in the Registration Statement, the Common Stock will
be validly issued, fully paid and nonassessable.
Our opinions stated in this letter are based on the General Corporation Law
of the State of Delaware in effect on the date of this letter. The opinions
expressed in this letter are limited to the matters set forth herein, and no
other opinions should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ SHAW, PITTMAN, POTTS & TROWBRIDGE
SHAW, PITTMAN, POTTS & TROWBRIDGE
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1995, which appears on
page 19 of the 1994 Financial Report of American Management Systems,
Incorporated, which is incorporated by reference in American Management Systems,
Incorporated's Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 9 of such Annual Report on Form 10-K.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Washington, D.C.
January 24, 1996
