<PAGE> 1
Registration No. 333-_____
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 25, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Connecticut 95-2579365
- ------------------------------- ------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Route 2, P.O. Box 220
North Stonington, Connecticut 06359
-----------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Analysis & Technology,Inc.
1998 Stock Option Plan
Analysis & Technology, Inc.
1997 Stock Option Plan
Analysis & Technology, Inc.
1995 Stock Option Plan
Analysis & Technology, Inc.
1994 Stock Option Plan
Analysis & Technology, Inc.
1992 Stock Option Plan
Analysis & Technology, Inc.
1990 Stock Option Plan
Analysis & Technology, Inc.
1989 Stock Option Plan
Analysis & Technology, Inc.
1988 Stock Option Plan
Analysis & Technology, Inc.
1987 Stock Option Plan
<PAGE> 2
Analysis & Technology, Inc.
1986 Stock Option Plan
(Full title of the plans)
David M. Nolf
Analysis & Technology, Inc.
Route 2, P.O. Box 220
North Stonington, Connecticut 06359
(Name and address of agent for service)
(860) 599-3910
(Telephone number, including area code, of agent for service)
Copy to:
James I. Lotstein
Cummings & Lockwood
CityPlace I
185 Asylum Street
Hartford, Connecticut 06103
<PAGE> 3
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER OFFERING REGISTRATION
SHARE(1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 150,000 shares $19.00 $2,850,000 $840.75
value
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) of the general rules and regulations
under the Securities Act of 1933 solely for the purpose of calculating the
registration fee, based upon the last reported sales price of the common
stock on the NASDAQ National Market System on August 21, 1998.
* The Prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 under this Registration Statement also relates to
Registration Statements Nos. 33-9067, 33-17313, 33-25074, 33-31829,
33-37710, 33-52582, 33-86576, 333-04265, and 333-450003 pursuant to Rule
429 under the Securities Act of 1933.
<PAGE> 4
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Analysis & Technology, Inc., a Connecticut corporation (the
"Company"), has ten existing stock option plans known as the Analysis &
Technology, Inc. 1986, 1987, 1988, 1989, 1990, 1992, 1994, 1995, 1997, and 1998
Stock Option Plans (the "Plans"). The documents containing the information
concerning the Plans specified in Item 1 of the Form S-8 Registration Statement
under the Securities Act of 1933 (the "1933 Act"), are not being filed as part
of this Registration Statement in accordance with the Note to Part I of the Form
S-8 Registration Statement but will be sent or given to eligible employees under
the Plans in accordance with Rule 428(b)(1) under the 1933 Act.
<PAGE> 5
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and
3. The description of the Company's Common Stock, no par value,
contained in its Registration Statement on Form S-1, Commission File
No. 33-2314.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") after the date of this Registration Statement and 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 into this Registration Statement and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company are entitled to
indemnification pursuant to Connecticut General Statutes Section 33-770 through
779. These statutes are set forth below.
<PAGE> 6
In addition, at the Company's August 11, 1998 annual shareholders
meeting, the Company's shareholders approved various changes intended to conform
the Company's certificate of incorporation and bylaws to the new Connecticut
Business Corporation Act (the "Act"), to provide expanded indemnification for
directors to the extent permitted by the Act and to authorize the Company, as
permitted by the Act, to determine, on a case by case basis, the extent of
indemnification that it will provide to officers, employees and agents.
As amended, the Company's certificate of incorporation requires the
Company to indemnify its directors against liability to any person for any
action taken, or any failure to take action, as a director except certain
statutory exceptions.
The Company's directors have also adopted amendments to the
Company's bylaws that provide expanded indemnification of the Company's
officers. The restated bylaws require the Company to indemnify both directors
and officers of the Company to the fullest extent permitted by law. The restated
bylaws also permit indemnification of employees and agents at the discretion of
the Board of Directors on a case by case basis.
The amendments to the certificate of incorporation and bylaws also
provide for mandatory advancement of expenses to directors so long as the
director promises to repay the advance if it is later determined that the
director is not entitled to indemnification by the Company. The amendments
permit, but do not require, the company to advance expenses to any current or
former officer, employee or agent of the Company who is not a director.
The Company has also entered into indemnification agreements with
its directors and certain of its officers that provide for the indemnification
of, and the advancing of expenses to, such individuals under specified
circumstances.
SECTION 33-770. DEFINITIONS.
As used in sections 33-770 to 33-778, inclusive, as amended by sections 12 to
20, inclusive, of this act, and section 21 of this act:
(1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director or officer,
respectively, of a corporation who, while a director or officer of the
corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan or other
entity. A director or officer is considered to be serving an employee benefit
plan at the corporation's request if his duties to the corporation also impose
duties on, or otherwise involve services by, him to the plan or to participants
in or beneficiaries of
II-2
<PAGE> 7
the plan. "Director" or "Officer" includes, unless the context requires
otherwise, the estate or personal representative of a director or officer.
(3) "Disinterested Director" means a director who at the time of a vote
referred to in subsection (c) of section 33-773, as amended by section 15 of
this Act, or a vote or selection referred to in subsection (b) or (c) of section
33-775, as amended by section 17 of this Act, is not (A) a party to the
proceeding or (B) an individual having a familial, financial, professional or
employment relationship with the director whose indemnification or advance for
expenses is the subject of the decision being made, which relationship would, in
the circumstances, reasonably be expected to exert an influence on the
director's judgment when voting on the decision being made.
(4) "Expenses" include counsel fees.
(5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.
(6) "Official capacity" means: (A) When used with respect to a director,
the office of director in a corporation; and (B) when used with respect to an
individual other than a director, as contemplated in section 33-776, as amended
by section 18 of this Act the office in a corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on behalf
of the corporation. "Official capacity" does not include service for any other
domestic or foreign corporation or any partnership, joint venture, trust,
employee benefit plan or other entity.
(7) "Party" means an individual who was, is or is threatened to be made a
named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.
SECTION 33-771. AUTHORITY TO INDEMNIFY.
(a) Except as otherwise provided in this section, a corporation may
indemnify an individual who is a party to a proceeding because he is a director
against liability incurred in the proceeding if: (1) (A) He conducted himself in
good faith; (B) he reasonably believed (i) in the case of conduct in his
official capacity , that his conduct was in the best interests of the
corporation; and (ii) in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful; or (2) he engaged in conduct for which broader indemnification has
been made permissible or obligatory under a provision of the certificate of
incorporation as authorized by subdivision (5) of subsection (b) of section
33-636, as amended by section 4 of this Act.
II-3
<PAGE> 8
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subparagraph (ii) of subdivision (1) of subsection (a) of this section.
(c) The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the relevant standard of
conduct described in this section.
(d) (A) Unless ordered by a court under section 33-774, as amended by
section 16 of this Act, a corporation may not indemnify a director unless this
section: (1) In connection with a proceeding by or in the right of the
corporation except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct under subsection (a) of this section; or (2) in connection with any
proceeding with respect to conduct for which he was adjudged liable on the basis
that he received a financial benefit to which he was not entitled, whether or
not involving action in his official capacity.
(e) Notwithstanding any provision of this section to the contrary, a
corporation which was incorporated under the laws of this state, whether under
chapter 599 of the general statutes, revised to January 1, 1995,(1) or any other
general law or special act, prior to January 1, 1997, shall, except to the
extent that the certificate of incorporation expressly provides otherwise,
indemnify under sections 33-770 to 33-778, inclusive, as amended by sections 12
to 20, inclusive of this Act, and section 21 of this Act, except subdivision (2)
of subsection (a) of this section, a director to the same extent the corporation
is permitted to provide the same to a director pursuant to subdivision (1) of
subsection (a) and subsections (b), (c) and (d) of this section as limited by
the provisions of section 33-775, as amended by section 17 of this Act.
SECTION 33-772. MANDATORY INDEMNIFICATION.
A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a party
because he was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.
SECTION 33-773. ADVANCE FOR EXPENSES.
(a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a
(1) C.G.S.A. Section 33-282 et seq.
II-4
<PAGE> 9
proceeding because he is a director if he delivers to the corporation: (1) a
written affirmation of his good faith belief that he has met the relevant
standard of conduct described in section 33-771, as amended by section 13 of
this Act, or that the proceeding involves conduct for which liability has been
eliminated under a provision of the certificate of incorporation as authorized
by subdivision (4) of subsection (b) of section 33-636, as amended by section 4
of this Act; and (2) his written undertaking to repay any funds advanced if he
is not entitled to mandatory indemnification under section 33-772, as amended by
section 14 of this Act, and it is ultimately determined under section 33-774, as
amended by section 16 of this Act, or section 33-775, as amended by section 17
of this Act, that he has not met the relevant standard of conduct described in
section 33-771, as amended by section 13 of this Act.
(b) The undertaking required by subdivision (2) of subsection (a) of this
section must be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to the financial ability of the
director to make repayment.
(c) authorizations under this section shall be made: (1) by the board of
directors: (A) if there are two or more disinterested directors, by a majority
vote of all the disinterested directors, a majority of whom shall for such
purpose constitute a quorum, or by a majority of the members of a committee of
two or more disinterested directors appointed by such a vote; or (B) if there
are fewer than two disinterested directors, by the vote necessary for action by
the board in accordance with section 33-752, as amended by section 11 of this
Act, in which authorization directors who do not qualify as disinterested
directors may participate; or (2) by the shareholders, provided shares owned by
or voted under the control of a director who at the time does not qualify as a
disinterested director may not be voted on the authorization.
SECTION 33-774. COURT-ORDERED INDEMNIFICATION.
(a) A director who is a party to a proceeding because he is a director may
apply for indemnification or an advance for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. After receipt of an
application and after giving any notice it considers necessary, the court shall:
(1) order indemnification if it determines that the director is entitled to
mandatory indemnification under section 33-772, as amended by section 14 of this
Act; (2) order indemnification or advance for expenses if the court determines
that the director is entitled to indemnification or advance for expenses
pursuant to a provision authorized by subsection (a) of section 33-778, as
amended by section 20 of this Act; or (3) order indemnification or advance for
expenses if the court determines, in view of all the relevant circumstances,
that it is fair and reasonable (A) to indemnify the director or (B) to advance
expenses to the director, even if he has not met the relevant standard of
conduct set forth in subsection (a) of section 33-771, as amended by section 13
of this Act, failed to comply with section 33-773, as amended by section 15 of
this Act, or was adjudged liable in a proceeding referred to in subdivision (1)
or (2) of subsection (d) of section 33-771, as amended by section 13 of this
Act, provided if he was adjudged so liable
II-5
<PAGE> 10
his indemnification shall be limited to reasonable expenses incurred in
connection with the proceeding.
(b) If the court determines that the director is entitled to
indemnification under subdivision (1) of subsection (a) of this section or to
indemnification or advance for expenses under subdivision (2) of subsection (a)
of this section, it shall also order the corporation to pay the director's
reasonable expenses incurred in connection with obtaining court-ordered
indemnification or advance for expenses. If the court determines that the
director is entitled to indemnification or advance for expenses under
subdivision (3) of subsection (a) of this section, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
SECTION 33-775. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under section 33-771, as
amended by section 13 of this Act, unless authorized for a specific proceeding
after a determination has been made that indemnification of the director is
permissible because he has met the relevant standard of conduct set forth in
said section.
(b) The determination shall be made:
(1) If there are two or more disinterested directors, by the board of
directors by a majority vote of all the disinterested directors, a majority of
whom shall for such purpose constitute a quorum, or by a majority of the members
of a committee of two or more disinterested directors appointed by such a vote;
(2) By special legal counsel (A) selected in the manner prescribed in
subdivision (1) of this subsection, or (B) if there are fewer than two
disinterested directors, selected by the board of directors, in which selection
directors who do not qualify as disinterested directors may participate; or
(3) By the shareholders, but shares owned by or voted under the control of
a director who at the time does not qualify as a disinterested director may not
be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors, authorization of indemnification shall
be made by those entitled under subparagraph (B) of subdivision (2) of
subsection (b) of this section to select special legal counsel.
II-6
<PAGE> 11
SECTION 33-776. INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.
(a) A corporation may indemnify and advance expenses under sections 33-770
to 33-778, inclusive, as amended by sections 12 to 20, inclusive, of this Act,
and section 21 of this act, to an officer, employee or agent of this corporation
who is a party to a proceeding because he is an officer, employee or agent of
the corporation (1) to the same extent as a director, and (2) if he is an
officer, employee or agent but not a director, to such further extent,
consistent with public policy, as may be provided by contract, the certificate
of incorporation, the bylaws or a resolution of the board of directors. A
corporation may delegate to its general counsel or other specified officer or
officers the ability under this subsection to determine that indemnification or
advance for expenses to such officer, employee or agent is permissible and the
ability to authorize payment of such indemnification or advance for expenses.
Nothing in this subdivision shall in any way limit either the ability or the
obligation of a corporation to indemnify and advance expenses under other
applicable law to any officer, employee or agent who is not a director.
(b) The provisions of subdivision (2) of subsection (a) of this section
shall apply to an officer, employee or agent who is also a director if the basis
on which he is made a party to the proceeding is an act or omission solely as an
officer, employee or agent.
(c) An officer, employee or agent of a corporation who is not a director
is entitled to mandatory indemnification under section 33-772, as amended by
section 14 of this act, and may apply to a court under section 33-774, as
amended by section 16 of this Act, for indemnification or advance for expenses,
in each case to the same extent to which a director may be entitled to
indemnification or advance for expenses under said sections.
(d) A corporation which was incorporated under the laws of this state,
whether under chapter 599 of the general statutes revised to January 1, 1995,
(1) or any other general law or special act, prior to January 1, 1997, shall,
except to the extent that the certificate of incorporation expressly provides
otherwise, indemnify under sections 33-770 and 33-778, inclusive, as amended by
sections 12 to 20, inclusive, of this Act, and section 21 of this Act, except
subdivision (2) of subsection (a) of section 33-771, as amended by section 13 of
this Act, each officer, employee or agent of the corporation who is not a
director to the same extent as the corporation is permitted to provide the same
to a director pursuant to subdivision (1) of subsection (a) and subsections (b),
(c) and (d) of section 33-771, as amended by section 13 of this Act, as limited
by section 33-775, as amended by section 17 of this Act, and for this purpose
the determination required by section 33-775, as amended by section 17 of this
Act, may in addition be made by the general counsel of the corporation, or such
other or additional officer or officers as the board of directors may specify.
(1) C.G.S.A. Section 33-282 et seq.
II-7
<PAGE> 12
SECTION 33-777. INSURANCE.
A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent of the corporation, or
who, while a director, officer, employee or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan or other entity, against liability asserted against
or incurred by him in that capacity or arising from his status as a director,
officer, employee or agent, whether or not the corporation would have power to
indemnify or advance expenses to him against the same liability under sections
33-770 to 33-778, inclusive, as amended by sections 12 to 20, inclusive, of this
Act, and section 21 of this Act.
SECTION 33-778. VALIDITY AND APPLICABILITY OF INDEMNIFICATION PROVISIONS.
(a) A corporation may, by a provision in its certificate of incorporation
or bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification in accordance with
section 33-771, as amended by section 13 of this Act, or advance funds to pay
for or reimburse expenses in accordance with section 33-773, as amended by
section 15 of this Act. Any such provision that obligates the corporation to
provide indemnification to the fullest extent permitted by law shall be deemed
to obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with section 33-773, as amended by section 15 of this Act, to the
fullest extent permitted by law, unless the provision specifically provides
otherwise.
(b) Any provision pursuant to subsection (a) of this section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the certificate of incorporation,
bylaws or resolution of the board of directors or shareholders of a predecessor
of the corporation in a merger or in a contract to which the predecessor is a
party, existing at the time the merger takes effect, shall be governed by
subdivision (3) of subsection (a) of section 33-820.
(c) A corporation may, by a provision in its certificate of incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to sections 33-770 to 33-778, inclusive, as amended by sections 12 to
20, inclusive, of this act, and section 21 of this Act.
(d) Sections 33-770 to 33-778, inclusive, as amended by sections 12 to 20,
inclusive, of this Act, and section 21 of this Act, do not limit a corporation's
power to pay or reimburse expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he is not a party.
II-8
<PAGE> 13
SECTION 33-779. EXCLUSIVITY OF INDEMNIFICATION PROVISIONS.
A corporation may provide indemnification of or advance expenses to a
director, officer, employee or agent only as permitted by sections 33-770 to
33-778, inclusive, of the general statutes, as amended by sections 12 to 20,
inclusive, of this Act.
In addition to the foregoing, the Company maintains officers and
directors liability insurance coverage in the amount of $6.5 million which
insures the Company's officers and directors against loss incurred by them for
claims which they may become legally obligated to pay for any error,
misstatement, act, omission, neglect or breach of duty while acting individually
or collectively as directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4A. Articles 4 and 5 of the Restated Certificate of Incorporation of
the Company. (Incorporated by reference to Exhibit B of the
Company's Proxy Statement dated July 1, 1998 and by reference to
Exhibit 3A of the Company's Report on Form 10-Q, No. 0-14161, for
the quarter ended September 30, 1990.)
4B. Article II, Article III, Sections 3 to 6, Article VI and Article
VIII of the By-laws of the Company as Amended and Restated to
August 11, 1998. (Incorporated by reference to Exhibit B of the
Company's Proxy Statement dated July 1, 1998 and by reference to
Exhibit 3(ii) of the Company's Annual Report on Form 10-K, File
No. 0-14161, for the fiscal year ended March 31, 1993.)
4C. Specimen Certificate of Common Stock of the Company.
(Incorporated by reference to Exhibit 4A of Amendment No. 1
to the Company's Registration Statement on Form S-1,
No. 33-2314, filed on December 20, 1985 and to Amendment No. 1
thereto filed on January 27, 1986.)
5.* Opinion of Cummings & Lockwood.
* Denotes filed herewith.
II-9
<PAGE> 14
23A.* Consent of KPMG Peat Marwick LLP.
23B.* Consent of Cummings & Lockwood. (Included as part of Exhibit 5).
24. An applicable Power of Attorney is set forth under "Signatures" in
this Registration Statement.
99A. Analysis & Technology, Inc. 1998 Stock Option Plan.
(Incorporated by reference as Exhibit A to Proxy Statement
dated July 1, 1998 of Analysis & Technology, Inc.)
99B. Analysis & Technology, Inc. 1997 Stock Option Plan.
(Incorporated by reference as Exhibit A to Proxy Statement
dated July 1, 1997 of Analysis & Technology, Inc.)
99C. Analysis & Technology, Inc. 1995 Stock Option Plan.
(Incorporated by reference as Exhibit A to Proxy Statement
dated July 7, 1995 of Analysis & Technology, Inc.)
99D. Analysis & Technology, Inc. 1994 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 8, 1994 of Analysis & Technology, Inc.)
99E. Analysis & Technology, Inc. 1992 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 7, 1992 of Analysis & Technology, Inc.)
99F. Analysis & Technology, Inc. 1990 Stock Option Plan.
(Incorporated by reference to Exhibit B to Proxy Statement
dated July 3, 1990 of Analysis & Technology, Inc.)
99G. Analysis & Technology, Inc. 1989 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 3, 1989 of Analysis & Technology, Inc.)
99H. Analysis & Technology, Inc. 1988 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 1, 1988 of Analysis & Technology, Inc.)
99I. Analysis & Technology, Inc. 1987 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 6, 1987 of Analysis & Technology, Inc.)
II-10
<PAGE> 15
99J. Analysis & Technology, Inc. 1986 Stock Option Plan, as amended.
(Incorporated by reference to Exhibit 28 to the Company's
Registration Statement on Form S-8, File No. 33-17313, filed on
September 18, 1987.)
99K. Amendment, dated June 30, 1989, to the Analysis & Technology, Inc.
1988 Stock Option Plan. (Incorporated by reference to Exhibit 19I
to the Company's Report on Form 10-Q, File No. 0-14161 for the
quarter ended June 30, 1989.)
99L. Amendment, dated June 30, 1989, to the Analysis & Technology, Inc.
1987 Stock Option Plan. (Incorporated by reference to Exhibit 19H
to the Company's Report on Form 10-Q, File No. 0-14161 for the
quarter ended June 30, 1989.)
99M. Amendments, dated June 30, 1989, to the Analysis & Technology,
Inc. 1986 Stock Option Plan. (Incorporated by reference to Exhibit
19 to the Company's Report on Form 10-Q, File No. 0-14161 for the
quarter ended June 30, 1989.)
99N. Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
1983, 1984, 1985, and 1986 Stock Option Plans (Incorporated by
reference to Exhibit 10A to the Company's Report on Form 10-Q,
File No. 0-14161, for the quarter ended June 30, 1997.)
99O. Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
1987, 1988, 1989, 1990 and 1992 Stock Option Plans (Incorporated
by reference to Exhibit 10B to the Registrant's Report on Form
10-Q, File No. 0-14161, for the quarter ended June 30, 1997.)
99P. Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
1994 and 1995 Stock Option Plans (Incorporated by reference to
Exhibit 10C to the Company's Report on Form 10-Q, File No.
0-14161, for the quarter ended June 30, 1997.)
ITEM 9. UNDERTAKINGS
(a) The Company 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
II-11
<PAGE> 16
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
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 Company 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
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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
II-12
<PAGE> 17
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 Town of North Stonington, State of Connecticut, on August 25,
1998.
ANALYSIS & TECHNOLOGY, INC.
/s/ Gary P. Bennett
--------------------------------------
Gary P. Bennett
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Analysis & Technology,
Inc., hereby severally constitute Gary P. Bennett and David M. Nolf, and each of
them singly, as our attorneys-in-fact with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below, any
and all amendments to this Registration Statement and, in general, to do all
such things in our names and behalf and in our capacities as officers and
directors to enable Analysis & Technology, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, including the filing of such amendments, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, and all that our said attorneys may do or cause
to be done by virtue hereof.
II-13
<PAGE> 18
WITNESS our hand and seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Gary P. Bennett August 25, 1998
- ------------------------------------
Gary P. Bennett
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ David M. Nolf August 25, 1998
- ------------------------------------
David M. Nolf, Executive Vice
President, Chief Financial and
Administrative Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Larry M. Fox August 25, 1998
- ------------------------------------
Larry M. Fox, Director
/s/ James B. Fox August 25, 1998
- ------------------------------------
James B. Fox, Director
/s/ Nelda S. Nardone August 25, 1998
- ------------------------------------
Nelda S. Nardone, Director
/s/ Thurman F. Naylor August 25, 1998
- ------------------------------------
Thurman F. Naylor, Director
/s/ Dennis G. Punches August 25, 1998
- ------------------------------------
Dennis G. Punches, Director
II-14
<PAGE> 19
ANALYSIS & TECHNOLOGY, INC.
Registration Statement on Form S-8
Under the Securities Act of 1933
EXHIBITS
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Documents
- ------ ------------------------
<S> <C>
5 Opinion of Cummings & Lockwood
23A Consent of KPMG Peat Marwick LLP
23B Consent of Cummings & Lockwood (included
in Exhibit 5)
24 Power of Attorney (set forth on the
signature page)
</TABLE>
<PAGE> 1
Exhibit 5
[LETTERHEAD OF CUMMINGS & LOCKWOOD]
August 25, 1998
Analysis & Technology, Inc.
Route 2
PO Box 220
North Stonington, CT 06359
Re: Analysis & Technology, Inc.
Registration Statement on Form S-8
Dear Sirs:
We have acted as special counsel for Analysis & Technology, Inc., a
Connecticut corporation (the "Corporation"), in connection with its registration
statement on Form S-8 being filed on August 25, 1998 (the "Registration
Statement") relating to 150,000 shares (the "Shares") of common stock, no par
value (the "Common Stock"), of the Corporation which may be issued upon the
exercise of options pursuant to the Corporation's 1998 Stock Option Plan (the
1998 "Plan") and to additional shares which may be issued pursuant to other
stock option plans of the Company.
In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records, and other instruments as we have deemed necessary or appropriate for
the purpose of rendering this opinion, including: (a) the Certificate of
Incorporation of the Corporation; (b) the By-Laws of the Corporation; (c) the
Registration Statement; (d) the minutes of the meetings of the Board of
Directors and shareholders of the Corporation relating to the approval of the
1998 Plan; and (e) the 1998 Plan.
Based upon the foregoing, we are of the opinion that the Shares
will, upon issuance in accordance with the provisions of the 1998 Plan, be
validly issued, fully paid, and nonassessable.
<PAGE> 2
Analysis & Technology, Inc. -2- August 25, 1998
The opinion contained herein is qualified as follows. While it is
our understanding that the Corporation does not now have any issued but not
outstanding shares, the Corporation may use currently issued shares of its
Common Stock which it may hereafter acquire to satisfy its obligation to deliver
shares under the 1998 Plan in lieu of issuing new shares. As an opinion with
respect to any such treasury shares which might be delivered to satisfy
obligations under the 1998 Plan would require a review of all issuances of stock
by the Corporation from the date of its incorporation, the opinion contained
herein is intentionally and specifically limited to those shares which may
hereafter be issued by the Corporation for delivery pursuant to the 1998 Plan.
In addition, the opinion contained herein does not relate to any shares of the
Company's Common Stock which may be issued upon exercise of options granted
under the Company's other stock option plans referred to in the Registration
Statement since opinions with respect to such shares were filed as exhibits to
the prior registration statements relating to such plans.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/Cummings & Lockwood
<PAGE> 1
Exhibit 23.A
ACCOUNTANTS' CONSENT
The Board of Directors
Analysis & Technology, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Analysis & Technology, Inc. of our report dated May 1, 1998, relating to
the consolidated balance sheets of Analysis & Technology, Inc. and subsidiaries
as of March 31, 1998 and 1997, and the related consolidated statements of
earnings, shareholders' equity, and cash flows for each of the years in the
three-year period ended March 31, 1998, which report appears in the March 31,
1998 annual report on Form 10-K of Analysis & Technology, Inc.
KPMG Peat Marwick LLP
Providence, Rhode Island
August 25, 1998
