Registration No. 33-50982
UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 5
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 and 23C 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 April 24, 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. 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 24th day of April, 1995.
DATA MEASUREMENT CORPORATION
By: /s/Dominique Gignoux
Dominique Gignoux, President
and Chairman of the Board
Page 1 of 7
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 24th day of April, 1995.
Signatures Titles
/s/Dominique Gigmoux 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 7
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) 3,000 3,000 -0- *
Pat Bessette(3) 2,400 2,400 -0- *
Christopher 1,000 1,000 -0- *
Burnett(4)
Sam R. 7,000 2,000 5,000 *
Clatworthy(5)
James F.
Collins(6) 6,000 5,000 1,000 *
John
Cunningham(7) 2,000 2,000 -0- *
Rony
Elazar(8) 1,000 1,000 -0- *
Pete Elbourne(9) 533 533 -0- *
Robert Farley(10) 400 400 -0- *
Dominique
Gignoux(11) 318,434 4,000 314,434 22.1%
Christian
Gouel(12) 6,500 5,000 1,500 *
Roland Gouel(13) 10,000 5,000 5,000 *
Marshal
Greenblatt(14) 24,800 5,000 19,800 1.4%
Kyona Cha Han(15) 1,000 1,000 -0- *
Gregory R.
Harrison(16) 47,900 5,000 42,900 3.0%
Qi Hu(17) 1,000 1,000 -0- *
Clyde Hunt(18) 2,000 2,000 -0- *
Ira A. Hunt(19) 11,400 5,000 6,400 *
Michael Kadar(20) 4,100 4,100 -0- *
Sunil Kumar(21) 1,320 1,000 320 *
Linda Lubitz(22) 533 533 -0- *
Matthew
Mayfield(23) 1,000 1,000 -0- *
John McAninley(24) 1,000 1,000 -0- *
Don McEwen(25) 800 800 -0- *
Jane McQueeney(26) 1,000 1,000 -0- *
Michael Minty(27) 400 400 -0- *
Michael A.
Norbury(28) 9,000 9,000 -0- *
John Novosel(29) 1,000 1,000 -0- *
23
Page 3 of 7
Stephen J.
Outhwaite(30) 33,000 26,000 7,000 *
LeeAnne
Pacheco(31) 9,734 9,734 -0- *
Bipin Patel(32) 2,000 2,000 -0- *
David Riffle(33) 1,533 1,533 -0- *
Frederick S.
Rolandi(34) 23,500 6,500 17,000 1.2%
Jacques Rouet(35) 18,000 18,000 -0- *
John D.
Sanders(36) 47,756 15,000 32,756 2.3%
Glen Schulz(37) 4,533 4,533 -0- *
Margi Solomon(38) 400 400 -0- *
Lyndon Stayte(39) 7,000 7,000 -0- *
Marshall
Stevenson(40) 2,533 2,533 -0- *
Bonnie K.
Wachtel(41) 20,200 5,000 15,200 1.1%
Martha Withers(42) 533 533 -0- *
* Less than 1%
</TABLE>
(1) Mr. Armfield is Vice President for Products, Test and Service
of the corporation. His stock holdings include 22,834 options, of
which 13,834 are included among the securities to be sold in this
ofering.
(2) Mr. Avasthi is employed by the company as an engineer. His
stock holdings include 3,000 options, all of which are included
among the securities to be sold in this offering.
(3) Pat Bessette is employed by the company as a sales assistant
whose stock holdings include 2,400 options, all of which are
included among the securities to be sold in this offering.
(4) Mr. Burnett is employed by the company as an engineer. His
stock holdings include 1,000 options, all of which are included
among the securities to be sold in this offering.
(5) Mr. Clatworthy is Treasurer of the corporation. His stock
holdings include 7,000 options, of which 2,000 are included among
the securities to be sold in this offering.
(6) Mr. Collins is a director in the corporation. His stock
holdings include 5,000 options, all of which are included among the
securities to be sold in this offering.
(7) Mr. Cunningham is an accountant with the company. His stock
holdings include 2,000 options, all of which are included among the
securities to be sold in this offering.
(8) Rony Elazar is an engineer with the company whose stock
holdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(9) Pete Elbourne is employed by the company as a technician. His
stock holdings include 533 options, all of which are among the
securities to be sold in this offering.
(10) Robert Farley is employed by the company as a service person.
His stock holdings include 400 options, all of which are among the
securities to be sold in this offering.
(11) Mr. Gignoux is President of the company. His stock holdings
include 15,600 owned by his minor son; 20,000 shares issuable upon
conversion of a convertible subordinated debenture; and 6,334
shares issuable upon exercise options of which 4,000 are to be sold
in this offering.
(12) Christian Gouel is a salesperson with the company. His stock
holdings include 6,5O0 options, of which 5,000 are included among
the securities to be sold in this offering.
(13) Roland Gouel is an engineer with the company. His stock
holdings include 10,000 options, of which 5,000 are included among
the securities to be sold in this offering.
(14) Mr. Greenblatt is a director of the corporation. His stock
holdings include 5,000 options, all of which are included among the
securities to be sold in this offering.
23A
Page 4 of 7
(15) Kyona Cha Han is an assembler with the company whose stock
holdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(16) Mr. Harrison is a director of the corporation. His stock
holdings include 5,000 options, all of which are included among the
securities to be sold in this offering.
(17) Qi Hu is an engineer with the company whose stock holdings
include 1,000 options, all of which are included among the
securities to be sold in this offering.
(18) Clyde Hunt is an engineer with the company. His stock
holdings include 2,000 options, all of which are included among the
securities to be sold in this offering.
(19) Ira K. Hunt is a director of the corporation. His stock
holdings include 5,000 options, all of which are included among the
securities to be sold in this offering.
(20) Michael Kadar is employed by the company as a salesperson.
His stock holdings include 4,100 options, all of which are included
among the securities to be sold in this offering.
(21) Sunil Kumar is an engineer with the company whose stock
holdings include 1,320 options, 1,000 of which are included among
the securities to be sold in this offering.
(22) Linda Lubitz is employed by the company as a salesperson.
Her stock holdings include 533 options, all of which are included
among the securities to be sold in this offering.
(23) Mr. Mayfield is an engineer with the company. His stock
holdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(24) John McAninley is an engineer with the company. His stock
holdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(25) Don McEwen is employed with the company as a technician. His
stock holdings include 800 options, all of which are included among
the securities to be sold in this offering.
(26) Jane McQueeney is an engineer with the company. Her stock
holdings include 1,000 options, all of which are included among the
securities to be sold in this offering.
(27) Michael Minty is employed with the company as a technician.
His stock holdings include 400 options, all of which are included
among the securities to be sold in this offering.
(28) Mr. Norbury is a Vice President of the corporation. His
stock holdings include 9,000 options, of which 9,000 are included
among the securities to be sold in this offering.
(29) Mr. Novosel is a manufacturing manager with the company. His
stock holdings include 1,000 options, all of which are among the
securities to be sold in this offering.
(30) Mr. Outhwaite is a Vice President of the corporation. His
stock holdings include 33,000 options, of which 26,000 are among
the securities to be sold in this offering.
(31) Ms. Pacheco is the foreign business manager for the company.
Her stock holdings include 9,734 options, of which 9,734 are among
the securities to be sold in this offering.
(32) Mr. Patel is an engineer with the company. His stock
holdings include 2,000 options, all of which are included among the
securities to be sold in this offering.
(33) David Riffle is employed with the company as a service
person. His stock holdings include 1,533 options, all of which are
included among the securities to be sold in this offering.
(34) Mr. Rolandi is Vice President of Finance and a director in
the corporation. His stock holdings include 21,500 options, of
which 6,500 are among the securities to be sold in this offering.
(35) Jacques Rouet is employed by the company as a sales person.
His stock holdings include 18,000 options, all of which are
included among the securities to be sold in this offering.
(36) Mr. Sanders is a director in the corporation. His stock
holdings 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.
(37) Glen Schulz is employed by the company as a service person.
His stock holdings include 4,533 options, all of which are included
among the securities to be sold in this offering.
(38) Margi Solomon is employed by the company as a manager. Her
stock holdings include 400 options, all of which are included among
the securities to be sold in this offering.
(39) Mr. Stayte is the managing Director of the company's U.K.
subsidiary. His stock holdings include 7,000 options, of which
7,000 are among the securities to be sold in this offering.
23B
Page 5 of 7
(40) Mr. Stevenson is an engineer with the company. His stock
holdings include 2,533 options, 2,533 of which are included among
the securities to be sold in this offering.
(41) Ms. Wachtel is a director of the corporation. Her stock
holdings include 5,000 options, all of which are among the
securities to be sold in this offering.
(42) Martha Withers is employed by the company as an
administrator. Her stock holdings 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
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.
23C
Page 6 of 7
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. . . . . . . . . . . . . . . . . . . . . . . . . . .23C
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . .23C
Page 7 of 7
