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As filed with the Securities and Exchange Commission on March 31, 2000
Registration Number 333-___
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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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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)
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AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
1999 CONTRACTOR STOCK OPTION PLAN
(Full Title of the Plan)
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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 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 Amount of
to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per
share 20,000 shares $42.06 $841,200 $222.08
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</TABLE>
1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1999 Contractor Stock Option 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
February 29, 2000, as reported by The Nasdaq Stock Market, Inc.
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INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
This Registration Statement is being filed to register shares of the
Registrant's Common Stock to be issued under its 1999 Contractor Stock Option
Plan.
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 Second Restated 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 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.
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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).
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;
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(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.
(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 Securities Act of 1933 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 of 1933 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, as of this
29th day of March, 2000.
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 03/29/00
- -------------------------------- (Principal Executive Officer)
Paul A. Brands
/s/ Ronald L. Schillereff Treasurer and Chief Financial
- -------------------------------- Officer
Ronald L. Schillereff (Principal Financial Officer) 03/29/00
/s/ Nancy M. Yurek Controller
- -------------------------------- (Principal Accounting Officer) 03/29/00
Nancy M. Yurek
/s/ Daniel J. Altobello Director 03/29/00
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Daniel J. Altobello
/s/ Paul A. Brands Director 03/29/00
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Paul A. Brands
/s/ James J. Forese Director 03/29/00
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James J. Forese
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patrick W. Gross Director 03/29/00
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Patrick W. Gross
/s/ Dorothy Leonard Director 03/29/00
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Dorothy Leonard
/s/ W. Walker Lewis Director 03/29/00
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W. Walker Lewis
/s/ Frederic V. Malek Director 03/29/00
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Frederic V. Malek
/s/ Frank A. Nicolai Director 03/29/00
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Frank A. Nicolai
/s/ Alan G. Spoon Director 03/29/00
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Alan G. Spoon
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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<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>
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*Previously filed.
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EXHIBIT 5
March 31, 2000
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
20,000 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
1999 Contractor Stock Option Plan (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
December 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 Shares 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, applicable provisions
of the Delaware Constitution and the reported judicial decisions interpreting
each, 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
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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 16, 2000, appearing in and incorporated by reference in the Annual
Report on Form 10-K of American Management Systems, Incorporated for the year
ended Decemebr 31, 1999.
DELOITTE & TOUCHE LLP
McLean, Virginia
March 30, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of on Form S-8 of our report dated February 18, 1998, appearing on
page 26 of the 1999 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 Decemebr 31, 1999.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 14 of such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Washington, D.C.
March 31, 2000
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