<PAGE> 1
As filed with the Securities and Exchange Commission on August 20, 1999
Registration Number 333-___
--------------------------------------------------------------------------
--------------------------------------------------------------------------
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
1996 AMENDED STOCK OPTION PLAN F, AS AMENDED
(Full Title of the Plan)
---------------------------
Paul A. Brands
Chairman and Chief Executive Officer
American Management Systems, Incorporated
4000 Legato Road
Fairfax, Virginia 22033
(Name and Address of Agent for Service)
(703) 267-8000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Denise R. Brown, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
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, 2,000,000 shares $28.63 $57,260,000.00 $15,918.28
$.01 par value per share
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under 1996 Amended Stock Option Plan F,
as amended, 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 August 12, 1999, as reported by The Nasdaq Stock Market, Inc.
<PAGE> 2
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
This Registration Statement is being filed to register additional shares
of the Registrant's Common Stock to be issued under its 1996 Amended Stock
Option Plan F, as amended (the "Plan"). Shares of the Registrant's Common Stock
to be issued pursuant to the Plan were originally registered pursuant to a
registration statement on Form S-8 (File No. 33-08371) (the "Original
Registration Statement"). The contents of the Original Registration Statement
are hereby incorporated by reference into this Registration Statement to the
extent that they present information not otherwise presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Ninth
of the Registrant's Certificate of Incorporation provides that a director shall
not be liable to the Registrant or its stockholders for 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 indemnify its directors,
officers, employees and agents to the fullest extent permitted by applicable
law.
The Registrant carries insurance that purports to insure its officers and
directors against certain liabilities incurred by them in the discharge of their
official functions.
The Registrant has entered into indemnification agreements with each of
its directors. The indemnification agreements require, among other things, that
the
-2-
<PAGE> 3
Registrant indemnify such directors to the fullest extent permitted by law and
advance to the directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-K:
4.1 Second Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 to the Registrant's 1995 Annual
Report on Form 10-K).
4.2 Certificate of Amendment of Second Restated Certificate of
Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
4.3 Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated herein by reference to Exhibit 2 to the
Registrant's Form 8-A filed on August 4, 1998).
4.4 By-laws of the Registrant, as amended and restated February 27, 1998
(incorporated by reference to Exhibit 3.2 to the Registrant's 1997 Annual Report
on Form 10-K).
4.5 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997).
4.6 Rights Agreement dated as of July 31, 1998, between the Registrant
and ChaseMellon Shareholder Services L.L.C. as Rights Agent (incorporated herein
by reference to Exhibit 1 to the Registrant's Form 8-A filed on August 4, 1998,
including Form of Rights Certificate).
5 Opinion of Shaw Pittman (including consent) with respect to legality
of the Common Stock registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
-3-
<PAGE> 4
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, as of this
16th day of August, 1999.
AMERICAN MANAGEMENT SYSTEMS,
INCORPORATED
a Delaware corporation
(Registrant)
By: /s/ Paul A. Brands
------------------------------------
Paul A. Brands
Chairman and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul A. Brands Chairman and Chief Executive
- ---------------------------------- Officer 8/16/99
Paul A. Brands (Principal Executive Officer)
/s/ Ronald L. Schillereff Treasurer and Chief Financial
- ---------------------------------- Officer
Ronald L. Schillereff (Principal Financial Officer) 8/16/99
/s/ Nancy M. Yurek Controller
- ---------------------------------- (Principal Accounting Officer) 8/16/99
Nancy M. Yurek
/s/ Daniel J. Altobello Director 8/16/99
- ----------------------------------
Daniel J. Altobello
/s/ Paul A. Brands Director 8/16/99
- ----------------------------------
Paul A. Brands
/s/ James J. Forese Director 8/16/99
- ----------------------------------
James J. Forese
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patrick W. Gross Director 8/16/99
- ----------------------------------
Patrick W. Gross
/s/ Dorothy Leonard Director 8/16/99
- ----------------------------------
Dorothy Leonard
/s/ W. Walker Lewis Director 8/16/99
- ----------------------------------
W. Walker Lewis
/s/ Frederic V. Malek Director 8/16/99
- ----------------------------------
Frederic V. Malek
/s/ Frank A. Nicolai Director 8/16/99
- ----------------------------------
Frank A. Nicolai
/s/ Alan G. Spoon Director 8/16/99
- ----------------------------------
Alan G. Spoon
</TABLE>
-5-
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1* Second Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1
to the Registrant's 1995 Annual Report on Form 10-K).
4.2* Certificate of Amendment of Second Restated Certificate of
Incorporation of the Registrant (incorporated by reference
to Exhibit 3.4 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999).
4.3* Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated herein by reference to
Exhibit 2 to the Registrant's Form 8-A filed on August 4,
1998).
4.4* By-laws of the Registrant, as amended and restated February
27, 1998 (incorporated by reference to Exhibit 3.2 to the
Registrant's 1997 Annual Report on Form 10-K).
4.5* Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997).
4.6* Rights Agreement dated as of July 31, 1998, between the
Registrant and ChaseMellon Shareholder Services L.L.C. as
Rights Agent (incorporated herein by reference to Exhibit 1
to the Registrant's Form 8-A filed on August 4, 1998,
including Form of Rights Certificate).
5 Opinion of Shaw Pittman (including consent) with respect to
legality
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
- ------------------
*Previously filed.
-6-
<PAGE> 1
Exhibit 5
[Letterhead of Shaw Pittman]
August 16, 1999
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
2,000,000 shares (the "Shares") of Common Stock, $0.01 par value per share, of
the Company pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement") relating to
the Company's 1996 Amended Stock Option Plan F, as amended (the "Plan").
Based upon examination and review of (i) the Second Restated Certificate
of Incorporation of the Company, as amended, (ii) the Bylaws of the Company, as
amended, (iii) the resolutions of the Board of Directors of the Company dated
March 3, 1999, and (iv) the Plan, we are of the opinion that the Shares have
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 published
compilations of 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
SHAW PITTMAN
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
American Management Systems, Incorporated on Form S-8 of our reports dated
February 17, 1999, appearing in and incorporated by reference in the Annual
Report on Form 10-K of American Management Systems, Incorporated for the year
ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Washington, D.C.
August 17, 1999
<PAGE> 1
Exhibit 23.2
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 18, 1998, appearing on page
24 of the 1998 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, 1998.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 12 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSECOOPERS LLP
Washington, D.C.
August 17, 1999
