Registration No. 33-50982
UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 6
To
Form S-8
Registration Statement Under the Securities Act of 1933
Data Measurement Corporation
(Exact Name of Registrant as specified in its Charter)
The Form S-8 Registration Statement Under the Securities Act of
1933 as filed with the Securities and Exchange Commission by Data
Measurement Corporation on August 5, 1992 (Registration No. 33-
50982) is hereby amended by the substitution of the revised pages
23, 23A, 23B, 23C and 23D attached hereto as Exhibit 1 for the
pages 23, 23A, 23B and 23C submitted as a part thereof, as
previously amended. Those pages have been modified to include
specific reference to all of the prospective Selling Shareholders
who as of July 7, 1995 had indicated an intention to sell
shares pursuant to this Offering. The changes to pages 23, 23A,
23B and 23C also required a change to the table of contents on
page 2 of the Registration Statement due to the repagination of
two items listed thereon from page 23C to page 23D. A revised
page 2 is attached hereto as Exhibit 2 to replace the existing
page 2.
Pursuant to the Requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Gaithersburg, State of
Maryland on the 7th day of July, 1995.
DATA MEASUREMENT CORPORATION
By: /s/Dominique Gignoux
Dominique Gignoux, President
and Chairman of the Board
Page 1 of 8
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 7th day of July,
1995.
Signatures Titles
/s/Dominique Gignoux President and Chairman of the
Dominique Gignoux Board
* Vice President for Production,
J. T. Armfield Test and Service
* Vice President
Michael A. Norbury
* Vice President
Stephen J. Outhwaite
Vice President of Finance and
Frederick S. Rolandi Principal Financial Officer
* Treasurer and Principal
Sam R. Clatworthy Accounting Officer
* Director
James F. Collins
* Director
Marshal Greenblatt
* Director
Ira A. Hunt
* Director
John A. Sanders
_______________________________* Director
Gregory R. Harrison
_______________________________* Director
Bonnie K. Wachtel
*Pursuant to Power of Attorney
/s/Frederick s. Rolandi
Frederick S. Rolandi
Attorney-In-Fact Page 2 of 8
Exhibit 1
<TABLE>
<CAPTION>
Percentage
Shares of Common of Common Stock
Name Shares of Shares of Stock to be Owned to be Owned
Of Selling Common Stock Common Stock after Completion after Completion
Shareholder Beneficially Owned Offered Hereby of Offering of Offering
<S> <C> <C> <C> <C>
J. Thomas
Armfield(1) 22,834 13,834 9,000 *
Ajay Avasthi(2) 4,000 4,000 -0- *
Douglas Baldwin(3) 1,000 1,000 -0- *
Pat Bessette(4) 2,400 2,400 -0- *
Christopher 1,000 1,000 -0- *
Burnett(5)
Sam R. 7,000 2,000 5,000 *
Clatworthy(6)
James F.
Collins(7) 6,000 5,000 1,000 *
John
Cunningham(8) 2,000 2,000 -0- *
Rony
Elazar(9) 1,000 1,000 -0- *
Pete Elbourne(10) 533 533 -0- *
Robert Farley(11) 400 400 -0- *
Dominique
Gignoux(12) 324,434 10,000 314,434 22.1%
Eugene Gobrecht(13) 1,000 1,000 -0- *
Christian
Gouel(14) 6,500 5,000 1,500 *
Roland Gouel(15) 10,000 5,000 5,000 *
Marshal
Greenblatt(16) 24,800 5,000 19,800 1.4%
Kyona Cha Han(17) 1,000 1,000 -0- *
Vincent Harris(18) 1,000 1,000 -0- *
Gregory R.
Harrison(19) 47,900 5,000 42,900 3.0%
Brian Hollcroft(20) 1,000 1,000 -0- *
Qi Hu(21) 1,000 1,000 -0- *
Charles Hudock(22) 1,000 1,000 -0- *
Clyde Hunt(23) 2,000 2,000 -0- *
Ira A. Hunt(24) 11,400 5,000 6,400 *
Michael Kadar(25) 4,100 4,100 -0- *
Sunil Kumar(26) 1,320 1,000 320 *
Linda Lubitz(27) 533 533 -0- *
Matthew
Mayfield(28) 2,000 2,000 -0- *
John McAninley(29) 1,000 1,000 -0- *
23
Page 3 of 8
Don McEwen(30) 800 800 -0- *
Jane McQueeney(31) 1,000 1,000 -0- *
David Miller(32) 1,000 1,000 -0- *
Michael Minty(33) 400 400 -0- *
Michael A.
Norbury(34) 9,000 9,000 -0- *
John Novosel(35) 1,000 1,000 -0- *
Stephen J.
Outhwaite(36) 33,000 26,000 7,000 *
LeeAnne
Pacheco(37) 9,734 9,734 -0- *
Bipin Patel(38) 3,000 3,000 -0- *
David Riffle(39) 1,533 1,533 -0- *
Frederick S.
Rolandi(40) 23,500 6,500 17,000 1.2%
Jacques Rouet(41) 18,000 18,000 -0- *
Thomas Ryan(42) 1,000 1,000 -0- *
John D.
Sanders(43) 47,756 15,000 32,756 2.3%
Glen Schulz(44) 4,533 4,533 -0- *
Margi Solomon(45) 400 400 -0- *
Lyndon Stayte(46) 7,000 7,000 -0- *
Marshall
Stevenson(47) 2,533 2,533 -0- *
Sorin Tira(48) 1,000 1,000 -0- *
Lihdar Tsaur(49) 1,000 1,000 -0- *
Bonnie K.
Wachtel(50) 20,200 5,000 15,200 1.1%
Martha Withers(51) 533 533 -0- *
* Less than 1%
</TABLE>
(1) J. Thomas Armfield is Vice President for Products, Test and Service of the
corporation. His stockholdings include 22,834 options, of which 13,834 are
included among the securities to be sold in this oFfering.
(2) Ajay Avasthi is employed by the company as an engineer. His stockholdings
include 4,000 options, all of which are included among the securities to be
sold in this offering.
(3) Douglas Baldwin is employed by the company as a project engineer. His
stockholdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(4) Pat Bessette is employed by the company as a sales assistant whose
stockholdings include 2,400 options, all of which are included among the
securities to be sold in this offering.
(5) Christopher Burnett is employed by the company as an engineer. His
stockholdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(6) Sam Clatworthy is Treasurer of the corporation. His stockholdings
include 7,000 options, of which 2,000 are included among the securities to be
sold in this offering.
(7) James Collins is a director in the corporation. His stockholdings include
5,000 options, all of which are included among the securities to be sold in
this offering.
(8) John Cunningham is an accountant with the company. His stockholdings
include 2,000 options, all of which are included among the securities to be
sold in this offering.
23A
Page 4 of 8
(9) Rony Elazar is an engineer with the company whose stockholdings include
1,000 options, all of which are included among the securities to be sold in
this offering.
(10) Pete Elbourne is employed by the company as a technician. His
stockholdings include 533 options, all of which are among the securities to be
sold in this offering.
(11) Robert Farley is employed by the company as a service person. His
stockholdings include 400 options, all of which are among the securities to be
sold in this offering.
(12) Dominique Gignoux is President of the company. His stockholdings include
15,600 owned by his minor son; 20,000 shares issuable upon conversion of a
convertible subordinated debenture; and 12,334 shares issuable upon exercise
options of which 10,000 are to be sold in this offering.
(13) Eugene Gobrecht is employed by the company as a project engineer. His
stockholdings include 1,000 options, all of which are among the securities to
be sold in this offering.
(14) Christian Gouel is a salesperson with the company. His stockholdings
include 6,5O0 options, of which 5,000 are included among the securities to be
sold in this offering.
(15) Roland Gouel is an engineer with the company. His stockholdings include
10,000 options, of which 5,000 are included among the securities to be sold in
this offering.
(16) Marshal Greenblatt is a director of the corporation. His stockholdings
include 5,000 options, all of which are included among the securities to be
sold in this offering.
(17) Kyona Cha Han is an assembler with the company whose stockholdings
include 1,000 options, all of which are included among the securities to be
sold in this offering.
(18) Vincent Harris is employed by the company as a project engineer. His
stockholdings include 1,000 options, all of which are among the securities to
be sold in this offering.
(19) Gregory Harrison is a director of the corporation. His stockholdings
include 5,000 options, all of which are included among the securities to be
sold in this offering.
(20) Brian Hollcroft is employed by the company as a software engineer. His
stockholdings include 1,000 options, all of which are among the securities to
be sold in this offering.
(21) Qi Hu is an engineer with the company whose stockholdings include 1,000
options, all of which are included among the securities to be sold in this
offering.
(22) Charles Hudock is employed by the company as a software engineer. His
stockholdings inlcude 1,000 options, all of which are included among the
securities to be sold in this offering.
(22) Clyde Htnt is an enginger with the company. His stockholdings include
2,000 options, all of which are included among the securities to be sold in
this offering.
(24) Ira K. Hunt is a director of the corporation. His stockholdings include
5,000 options, all of which are included among the securities to be sold in
this offering.
(25) Michael Kadar is employed by the company as a salesperson. His
stockholdings include 4,100 options, all of which are included among the
securities to be sold in this offering.
(26) Sunil Kumar is an engineer with the company whose stockholdings include
1,320 options, 1,000 of which are included among the securities to be sold in
this offering.
(27) Linda Lubitz is employed by the company as a salesperson. Her
stockholdings include 533 options, all of which are included among the
securities to be sold in this offering.
(28) Matthew Mayfield is an engineer with the company. His stockholdings
include 2,000 options, all of which are included among the securities to be
sold in this offering.
(29) John McAninley is an engineer with the company. His stockholdings
include 1,000 options, all of which are included among the securities to be
sold in this offering.
(30) Don McEwen is employed with the company as a technician. His
stockholdings include 800 options, all of which are included among the
securities to be sold in this offering.
(31) Jane McQueeney is an engineer with the company. Her stockholdings
include 1,000 options, all of which are included among the securities to be
sold in this offering.
(32) David Miller is employed by the company as a project engineer. His
stockholdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(33) Michael Minty is employed with the company as a technician. His
stockholdings include 400 options, all of which are included among the
securities to be sold in this offering.
(34) Michael Norbury is a Vice President of the corporation. His
stockholdings include 9,000 options, of which 9,000 are included among the
securities to be sold in this offering.
23B
Page 5 of 8
(35) John Novosel is a manufacturing manager with the company. His
stockholdings include 1,000 options, all of which are among the securities to
be sold in this offering.
(36) Stephen Outhwaite is a Vice President of the corporation. His
stockholdings include 33,000 options, of which 26,000 are among the securities
to be sold in this offering.
(37) LeeAnne Pacheco is the foreign business manager for the company. Her
stockholdings include 9,734 options, of which 9,734 are among the securities to
be sold in this offering.
(38) Bipin Patel is an engineer with the company. His stockholdings include
3,000 options, all of which are included among the securities to be sold in
this offering.
(39) David Riffle is employed with the company as a service person. His
stockholdings include 1,533 options, all of which are included among the
securities to be sold in this offering.
(40) Frederick Rolandi is Vice President of Finance and a director in the
corporation. His stockholdings include 21,500 options, of which 6,500 are
among the securities to be sold in this offering.
(41) Jacques Rouet is employed by the company as a sales person. His
stockholdings include 18,000 options, all of which are included among the
securities to be sold in this offering.
(42) Thomas Ryan is employed by the company as a software engineer. His
stockholdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(43) John Sanders is a director in the corporation. His stockholdings include
10,000 shares subject to a warrant; 200 shares owned by and for the benefit of
his immediate family; 20,000 shares subject to issuance upon conversion
of a convertible subordinated debenture; 10,756 shares held in Mr. Sanders'
profit sharing trust; and 21,500 issuable upon exercise of options, of which
15,000 are among the securities to be sold in this offering.
(44) Glen Schulz is employed by the company as a service person. His
stockholdings include 4,533 options, all of which are included among the
securities to be sold in this offering.
(45) Margi Solomon is employed by the company as a manager. Her stockholdings
include 400 options, all of which are included among the securities to be sold
in this offering.
(46) Lyndon Stayte is the managing Director of the company's U.K. subsidiary.
His stockholdings include 7,000 options, of which 7,000 are among the
securities to be sold in this offering.
(47) Marshall Stevenson is an engineer with the company. His stockholdings
include 2,533 options, 2,533 of which are included among the securities to be
sold in this offering.
(48) Sorin Tira is employed by the company as a software engineer. His
stockholdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(49) Lihdar Tsaur is employed by the company as a software engineer. His
stockholdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(50) Bonnie Wachtel is a director of the corporation. Her stockholdings
include 5,000 options, all of which are among the securities to be sold in this
offering.
(51) Martha Withers is employed by the company as an administrator. Her
stockholdings include 533 options, all of which are included among the
securities to be sold in this offering.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Shareholders or their pledgees or donees. Such sales may be made
in the NASDAQ or in negotiated transactions, at prices and on
terms then prevailing or at prices related to the then current
market price or at negotiated prices. The Shares may be sold by
one or more of the following methods: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; and (c) ordinary
brokerage transactions and transactions in which the broker
23C
Page 6 of 8
solicits purchasers. In effecting sales, brokers or dealers to
participate. Brokers or dealers will receive commissions or
discounts from Selling Shareholders in amounts to be negotiated
immediately prior to the sale which amounts will not be greater
than that normally paid in connection with ordinary trading
transactions.
EXPERTS
The financial statements and the related supplemental
schedules incorporated in the Prospectus by reference from the
Company's Form 10-K have been audited by Deloitte & Touche,
independent accountants, and, with respect to certain of the
Company's foreign subsidiary operations, Sinclairs, independent
accountants, as stated in their opinions, which are incorporated
herein by reference, and have been so incorporated in reliance
upon such opinions given upon the authority of those firms as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon for the Company by Klaine, Wiley, Hoffmann & Meurer.
23D
Page 7 of 8
Exhibit 2
FURTHER INFORMATION
Additional information with respect to the Employee Option
Plan and the Directors Option Plan, including options outstanding
thereunder, eligible persons and the composition of the Committee
that administers the plans and the Board of Directors, may be
provided in the future to participants by means of the appendices
to this Prospectus. A copy of the Company's most recent Annual
Report to Shareholders and a copy of this Prospectus will be
delivered to each holder of an option. In addition, all holders
of options will be sent copies of future appendices to this
Prospectus, annual reports, proxy statements and other
communications distributed to shareholders generally. A
participant will not be furnished a new copy of this Prospectus
unless he or she requests it or unless changes have occurred
making it necessary to revise this Prospectus.
The Company will furnish without charge to each person to
whom this Prospectus is delivered, upon written or oral request,
a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the information
incorporated herein. Requests should be addressed to :
Secretary, Data Measurement Corporation, 15884 Gaither Drive,
Gaithersburg, MD 20877; telephone (301) 948-2450.
TABLE OF CONTENTS
Prospectus
Page
Further Information. . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference. . . . . . 3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . 3
1991 Stock Option Plan . . . . . . . . . . . . . . . . . . . 4
Stock Option Plan for Outside Directors. . . . . . . . . . . 12
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Re-offer Prospectus
Available. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Table of Contents. . . . . . . . . . . . . . . . . . . . . . 20
Incorporation of Certain Information by Reference. . . . . . 21
Introduction . . . . . . . . . . . . . . . . . . . . . . . . 21
The Company. . . . . . . . . . . . . . . . . . . . . . . . . 22
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 22
Selling Shareholders . . . . . . . . . . . . . . . . . . . . 22
Plan of Distribution . . . . . . . . . . . . . . . . . . . .23C
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . .23D
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . .23D
Page 8 of 8
