<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLICY MANAGEMENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-0723125
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One PMS Center (P.O. Box Ten)
Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
(Address of Principal Executive Offices) (Zip Code)
POLICY MANAGEMENT SYSTEMS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Stephen G. Morrison, Secretary
Policy Management Systems Corporation
One PMS Center
Blythewood, South Carolina 29016
(803) 735-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum registration
registered offering aggregate fee
price offering
per price (1)
share (1)
Common Stock, par
value $.01 per 250,000 $48.125 $12,031,250 $3,007.81
share. . . . .
(1) Pursuant to Rule 457(h), these prices are estimated
solely for the purpose of calculating the registration fee
and are based upon the average of the high and low sales
prices of the Registrant's Common Stock on the New York
Stock Exchange on May 17, 1995.
There are also registered hereunder such additional
indeterminate number of shares as may be issued as a result
of the antidilution provisions of the Plan.<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will
be sent or given to participants in the plan listed on the cover of
the Registration Statement (the "Plan") as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not being filed with
the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Policy Management Systems
Corporation (the "Company") with the Commission are incorporated
herein by reference:
(1) the Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
(2) the description of the Common Stock, $.01 par value per
share ("Common Stock"), of the Company which is contained
in the Company's Form 8-A Registration Statement declared
effective by the Commission on July 6, 1990, including any
amendments or reports filed for the purpose of updating
such description.
All documents and reports subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers such
securities then remaining unsold shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded, except as so modified or superseded, shall
not be deemed to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act (the "Act) permits,
and in certain circumstances requires, indemnification of directors
and officers for liability and expenses incurred by them in
connection with any civil, criminal or administrative claim or
proceeding in which they may become involved by reason of being a
director or officer of the Company. The Act applies to both civil
and criminal actions (including civil actions brought as derivative
actions by or in the right of the Company) and permits
indemnification if the director or officer acted in good faith in
what he reasonably believed to be the best interest of the Company
and, in addition, in criminal actions, if he had no reasonable
cause to believe his conduct to be unlawful. If the required
standard of conduct is met, indemnification may include counsel
fees and disbursements of the director or officer, and judgments,
fines, penalties and settlement payments. Directors and officers
who are successful with respect to any claim against them are
entitled to indemnification as a matter of right for reasonable
expenses incurred. On the other hand, if the charges made in any
action are sustained, either the Board of Directors, acting by
disinterested members, independent legal counsel or the holders of
stock entitled to vote will determine if the required standard of
conduct has been met to permit indemnification. If, in an action
brought by or in the right of the Company, the director or officer
is adjudged to be liable, he will only be entitled to such
indemnity for reasonable expenses incurred as the court conducting
the proceeding finds to be fair and reasonable under the
circumstances.
<PAGE> 4
The Act also provides for indemnification of persons who, at the
request of the Company, act as directors or officers of other
companies. The Company's Articles of Incorporation currently
provide that the Company shall indemnify the persons to the extent
permitted to be indemnified by the Act as summarized outlined
above.
Officers and directors of the Company are presently covered by
insurance which (with certain exceptions and within certain
limitations) indemnifies them against any losses or liabilities
arising from any alleged "wrongful act" including any alleged
breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted. The cost of
such insurance is borne by the Company as permitted by the Articles
of Incorporation of the Company and the laws of the State of South
Carolina.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
Exhibit
Number Description
4.1 - Restated Articles of Incorporation of the
Company, as amended, filed as an exhibit to
Form 10-K Annual Report for the year ended
December 31, 1994 and incorporated herein
by reference.
4.2 - Restated By-laws of the Company, as
amended, filed as an exhibit to Form 10-K
Annual Report for the year ended December
31, 1994 and incorporated herein by
reference.
4.3 - Policy Management Systems Corporation
Employee Stock Purchase Plan.
23 - Consent of Coopers & Lybrand L.L.P.
24 - Power of Attorney by the Officers and
Directors who signed this Registration
Statement set forth on page 6 herein.
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;
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the
<PAGE> 5
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is against
public policy as expressed in the Securities Act 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 and will be governed by the final adjudication
of such issue.
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act, 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 of Blythewood, State of South Carolina, on this 23rd day of May,
1995.
POLICY MANAGEMENT SYSTEMS CORPORATION
BY (SIGNATURE) /s/ Timothy V. Williams
(NAME AND TITLE) Timothy V. Williams,
Executive Vice President,
Chief Financial Officer
DATE May 23, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signatures" constitutes and
appoints Timothy V. Williams, G. Larry Wilson and Stephen G.
Morrison and each of them (with full power to each of them to act
alone) his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any or all
amendments to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any one of them, or their substitute or
substitutes, may or shall lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities indicated on this 23rd day of May, 1995.
BY (SIGNATURE) /s/ G. Larry Wilson
(NAME AND TITLE) G. Larry Wilson, Chairman of the Board
Directors, President and Chief
Executive Officer (Principal
Executive Officer)
DATE May 23, 1995
BY (SIGNATURE) /s/ Timothy V. Williams
(NAME AND TITLE) Timothy V. Williams, Executive Vice
President, Chief Financial Officer
(Principal Financial Officer)
DATE May 23, 1995
BY (SIGNATURE) /s/ Stan F. Stoudenmire
(NAME AND TITLE) Stan F. Stoudenmire, Vice President and
Corporate Controller (Principal
Accounting Officer)
DATE May 23, 1995
BY (SIGNATURE) /s/ Roy L. Faulks
(NAME AND TITLE) Roy L. Faulks, Vice Chairman of the
Board of Directors
DATE May 23, 1995
BY (SIGNATURE) /s/ Steven A. Denning
(NAME AND TITLE) Steven A. Denning, Director
DATE May 23, 1995
BY (SIGNATURE) /s/ Joe M. Henson
(NAME AND TITLE) Joe M. Henson, Director
DATE May 23, 1995
BY (SIGNATURE) /s/ Frederick B. Karl
(NAME AND TITLE) Frederick B. Karl, Director
DATE May 23, 1995
BY (SIGNATURE) /s/ Dr. John M. Palms
(NAME AND TITLE) Dr. John M. Palms, Director
DATE May 23, 1995
BY (SIGNATURE) /s/ Joseph D. Sargent
(NAME AND TITLE) Joseph D. Sargent, Director
DATE May 23, 1995
BY (SIGNATURE) /s/ John P. Seibels
(NAME AND TITLE) John P. Seibels, Director
DATE May 23, 1995
BY (SIGNATURE) /s/ Richard G. Trub
(NAME AND TITLE) Richard G. Trub, Director
DATE May 23, 1995
<PAGE> 7
EXHIBIT INDEX
Exhibit
Number Description
4.1(1) Restated Articles of
Incorporation of the Company, as
amended.
4.2(1) Restated By-laws of the Company,
as amended.
4.3 Policy Management Systems
Corporation Employee Stock
Purchase Plan.
23 Consent of Coopers & Lybrand
L.L.P.
24 Power of Attorney executed by the
officers and directors who signed
this Registration Statement set
forth on page 6 herein.
(1) Filed as an exhibit to Form 10-K Annual Report for
the year ended December 31, 1994 and incorporated
herein by reference.
<PAGE> 1
EXHIBIT 4.3
POLICY MANAGEMENT SYSTEMS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 2
Article I
Definitions
1.01 Affiliate . . . . . . . . . . . . . . . . . . . . . 1
1.02 Base Earnings . . . . . . . . . . . . . . . . . . . 1
1.03 Board . . . . . . . . . . . . . . . . . . . . . . . 1
1.04 Committee . . . . . . . . . . . . . . . . . . . . . 1
1.05 Effective Date. . . . . . . . . . . . . . . . . . . 1
1.06 Employer. . . . . . . . . . . . . . . . . . . . . . 1
1.07 Employee. . . . . . . . . . . . . . . . . . . . . . 1
1.08 Employee Contribution . . . . . . . . . . . . . . . 2
1.09 Employer Matching Contribution. . . . . . . . . . . 2
1.10 Participant . . . . . . . . . . . . . . . . . . . . 2
1.11 Participating Affiliate . . . . . . . . . . . . . . 2
1.12 Pay Period, Payday. . . . . . . . . . . . . . . . . 2
1.13 Payroll Authorization Form. . . . . . . . . . . . . 2
1.14 Plan Administrator. . . . . . . . . . . . . . . . . 2
1.15 Prevailing Market Price . . . . . . . . . . . . . . 2
1.16 Service . . . . . . . . . . . . . . . . . . . . . . 2
1.17 Stock . . . . . . . . . . . . . . . . . . . . . . . 2
1.18 Termination of Service. . . . . . . . . . . . . . . 3
Article II
Participation
2.01 Eligibility . . . . . . . . . . . . . . . . . . . . 3
2.02 Voluntary, Non-Discriminatory Plan. . . . . . . . . 3
2.03 Election to Participate . . . . . . . . . . . . . . 3
2.04 Participation of Executive Officers . . . . . . . . 3
2.05 Termination of Service. . . . . . . . . . . . . . . 4
2.06 Rehire. . . . . . . . . . . . . . . . . . . . . . . 4
Article III
Contributions
3.01 Employee Contributions. . . . . . . . . . . . . . . 4
3.02 Employer Matching Contributions . . . . . . . . . . 4
3.03 Limits on Contributions . . . . . . . . . . . . . . 4
3.04 Change or Suspension of Contribution. . . . . . . . 4
3.05 Tax Withholding . . . . . . . . . . . . . . . . . . 4
<PAGE> 3
Article IV
Purchase of Stock
4.01 Investment in PMSC Stock. . . . . . . . . . . . . . 5
4.02 No Interest to be Paid. . . . . . . . . . . . . . . 5
4.03 Dividends . . . . . . . . . . . . . . . . . . . . . 5
4.04 Shares Not Transferable . . . . . . . . . . . . . . 5
4.05 Voting Rights . . . . . . . . . . . . . . . . . . . 5
Article V
Distributions
5.01 Distributions During Participation. . . . . . . . . 6
5.02 Method of Distribution. . . . . . . . . . . . . . . 6
Article VI
Administration and Modification
6.01 Board of Directors. . . . . . . . . . . . . . . . . 6
6.02 Committee . . . . . . . . . . . . . . . . . . . . . 7
6.03 Plan Administrator. . . . . . . . . . . . . . . . . 7
6.04 Cost of the Plan. . . . . . . . . . . . . . . . . . 8
6.05 Brokerage Costs . . . . . . . . . . . . . . . . . . 8
6.06 Exculpation . . . . . . . . . . . . . . . . . . . . 8
Article VII
Miscellaneous Provisions
7.01 No Contract of Employment . . . . . . . . . . . . . 8
7.02 Plan Year . . . . . . . . . . . . . . . . . . . . . 8
7.03 Rules of Construction . . . . . . . . . . . . . . . 8
7.04 Governing Law . . . . . . . . . . . . . . . . . . . 8
7.05 Stockholder Ratification of Plan. . . . . . . . . . 8
<PAGE> 4
POLICY MANAGEMENT SYSTEMS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Policy Management Systems Corporation
Employee Stock Purchase Plan (the "Plan") is to provide the
eligible employees of Policy Management Systems Corporation
("PMSC") and its Participating Affiliates a convenient and
economical way to acquire shares of PMSC's Common Stock. By
simplifying and providing an additional financial incentive for the
purchase of PMSC Common Stock, the Company will obtain the benefit
of the added incentive inherent in the ownership of Common Stock by
such employees.
ARTICLE I
Definitions
1.01 Affiliate shall include all wholly owned subsidiaries of
PMSC and any other entity which may be designated from time
to time as such by the Board of Directors of PMSC.
1.02 Base Earnings shall mean the amount of regular salary or
wages, and excluding overtime payments, commission payments,
bonuses, or other irregular payments made by an Employer to
an Employee. Base Earnings for a fee-paid employee (as
defined by the Company from time to time) shall be his
approved annualized administrative pay rate.
1.03 Board shall mean the PMSC Board of Directors.
1.04 Committee shall mean the persons appointed by the Board of
Directors of PMSC as set forth in the Plan.
1.05 Effective Date of the Plan is the later of:
(i) the date this Plan is executed by an authorized officer
of PMSC; or
(ii) the date PMSC has satisfied all the requirements to offer
the sale of Stock under the Plan, as evidenced by written
notice to the Committee from the Company's legal
advisors.
1.06 Employer shall mean PMSC and all Participating Affiliates.
1.07 Employee shall mean any person (including a corporate
officer) who has reached the age of majority in the state in
which the person resides, is employed on a full-time basis
in the regular service of PMSC or one of its Participating
Affiliates and who is a permanent United States resident;
provided, however, such term shall not include persons
employed for temporary periods or for temporary jobs. For
purposes of this Plan, full-time basis shall mean regular
employment of not less than thirty-five (35) hours per week.
<PAGE> 5
1.08 Employee Contribution shall mean the amount withheld from a
Participant's biweekly paycheck as directed by his Payroll
Authorization Form.
1.09 Employer Matching Contributions shall have that meaning set
forth in Section 3.02.
1.10 Participant shall mean an eligible Employee who elects to
participate in the Plan.
1.11 Participating Affiliate shall mean an Affiliate which has
adopted the Plan with the consent of the Board of Directors
of PMSC. If an organization which is or has become an
Affiliate ceases to be an Affiliate or a Participating
Affiliate, such organization and its employees shall be
deemed to have withdrawn from participation in the Plan.
1.12 Pay Period, Payday means the interval of time for which an
Employee regularly receives his compensation, and the day on
which the Employee regularly receives his compensation for
the applicable Pay Period respectively.
1.13 Payroll Authorization Form shall be in a form specified by
the Committee which shall authorize the Participant's
Employer to withhold from his paycheck a specified dollar
amount to be remitted to the Plan Administrator for the
purchase of Stock under this Plan. The Company may cancel
any or all Payroll Authorization Forms upon written notice
to Participant(s).
1.14 Plan Administrator shall mean the person(s) or entity
appointed as set forth in the Plan to administer the Plan,
make purchases of Stock as agent for the Participants, and
act as custodian of shares purchased under the Plan. The
Plan Administrator shall at all times not be an affiliate
(within the meaning of applicable securities laws and
regulations) of PMSC.
1.15 Prevailing Market Price shall mean the actual purchase
price for which shares of the Stock are purchased in the
open market.
1.16 Service shall mean that period of continuous uninterrupted
employment with PMSC or any Affiliates, from the Employee's
first day of employment until his date of Termination of
Service with PMSC and all Affiliates. In the case of an
Affiliate which has been acquired by PMSC through the
acquisition of substantially all of the assets or all of the
stock of the Affiliate, Service only shall include
employment subsequent to the later of (i) PMSC's
consummation of the acquisition of the Affiliate or (ii) the
date on which such Affiliate is designated as a
Participating Affiliate. Service with two or more
Affiliates during consecutive periods shall be considered
continuous service with one Affiliate.
1.17 Stock shall mean shares of Common Stock of PMSC.
<PAGE> 6
1.18 Termination of Service shall mean any absence from the
employment of PMSC or any Participating Affiliate
(including, but not limited to, absences by reason of
discharge or resignation).
ARTICLE II
Participation
2.01 Eligibility. As of the Effective Date, an Employee who is
actively employed shall be eligible to participate in the
Plan commencing on the first Payday of the first calendar
quarter beginning after the Employee has completed twelve
(12) months of continuous Service.
2.02 Voluntary, Non-Discriminatory Plan. Participation in this
Plan shall be voluntary and, except as required by
applicable law, all Employees who participate in the Plan
shall have the same rights and privileges under the Plan.
2.03 Election to Participate. An eligible Employee may elect to
participate in the Plan by timely execution and delivery to
the Employer of a Payroll Authorization Form prior to the
Pay Period in which the Employee will begin participation.
By signing a Payroll Authorization Form an Employee shall be
deemed to have accepted, and does hereby and thereby accept,
the terms of this Plan, and any and all amendments of this
Plan. Such election to participate will be effective as
soon as administratively feasible.
2.04 Participation by Executive Officers. Participants under the
Plan who are subject to the reporting and liability
provisions of Section 16 of the Securities and Exchange Act
of 1934 (the "1934 Act") and the rules and regulations
promulgated thereunder shall be subject to the following
provisions:
a. Such Participants making withdrawals must cease further
purchases in the Plan for six months after the withdrawal,
or the securities so distributed must be held by such
Participant six months prior to disposition; provided,
however, that extraordinary distributions of all the Stock
held by the Plan and distributions in connection with death,
retirement, disability or termination of employment are not
subject to this requirement.
b. Stock purchased under the Plan for such Participants shall
be held for a minimum of six months following the date of
such purchase under the Plan.
c. Such Participants who suspend payroll deductions under the
Plan may not commence future participation under the Plan
for at least six months from the date of such cessation of
participation.
d. Reporting to the SEC, and others as required by law,
transactions in Stock under the Plan
<PAGE> 7
shall be the responsibility of such Participants.
2.05 Termination of Service. Upon a Participant's Termination of
Service, the Participant will be deemed to have suspended
contributions to the Plan as of the date of his Termination
of Service. The Participant may request a distribution of
his Stock, or the cash value thereof, by submitting notice
acceptable to the Plan Administrator. Distributions shall
be subject to the other provisions of this Plan.
2.06 Rehire. An Employee who was eligible to participate in the
Plan at the time of his Termination of Service and who is
subsequently rehired may participate on the date of re-
employment.
ARTICLE III
Contributions
3.01 Employee Contributions. Employee Contributions may only be
made through biweekly payroll deduction. The execution and
delivery to the Employer of a Payroll Authorization Form by
an Employee authorizes the Employer to withhold such amounts
to be remitted to the Plan Administrator and is effective
until revoked by the Participant as provided in Section
3.04, Section 5.01, or as otherwise provided herein.
3.02 Employer Matching Contribution. The Employer shall
contribute to the Plan Administrator, on a biweekly basis,
an amount equal to 15% of each Participant's Employee
Contribution. The Employer Matching Contribution will be
made in cash and used for the purchase of Stock.
3.03 Limits on Contribution. All payroll deductions for Employee
Contributions shall be in multiples of $5.00 from a minimum
deduction of $10.00 per Pay Period to a maximum payroll
deduction of the lesser of $900.00 per Pay Period or 10% of
Base Earnings.
3.04 Change or Suspension of Contributions. A Participant may
increase, decrease or suspend his contributions under the
Plan by execution and delivery to the Employer of a new
Payroll Authorization Form. Such changes will be effective
as soon as administratively feasible and will not affect the
Employee's eligibility to participate.
3.05 Tax Withholding. All withholding taxes payable with respect
to the amount of Employee Contributions and Employer
Matching Contributions under the Plan will be deducted from
such Participant's salary, or other amounts payable to such
Participant, and will not reduce amounts paid to purchase
Stock under the Plan unless such reduction is necessary.
<PAGE> 8
ARTICLE IV
Purchase of Stock
4.01 Investment in PMSC Stock. As soon as practical after
receipt of Employee Contributions and Employer Matching
Contributions remitted biweekly under the Plan, the Plan
Administrator, or its designated representative, shall
purchase on behalf of the Participants shares of Stock in
the open market at Prevailing Market Prices. The maximum
amount of Stock will be purchased. Monthly each
Participant's account will be credited with his pro rata
share (computed to four decimal places) of the Stock
purchased.
4.02 No Interest to be Paid. During the interim between the
Employer's deduction of funds from the Participant's pay on
a biweekly basis and purchase of the Stock, no interest or
other earnings will be paid to or accrued for the benefit of
Participants, former Participants or personal
representatives of the foregoing.
4.03 Dividends to be Used to Purchase Additional Shares. Any
cash dividends received with respect to Stock held under the
Plan shall be used to purchase additional Stock for
Participants in proportion to their specified interest in
the Stock upon which the dividends were paid. Provided,
however, that the Plan Administrator shall pay dividends
received which are attributable to Stock allocable to
Participants who have, or who have been deemed to have,
withdrawn from the Plan directly to such Participants on an
annual basis.
4.04 Shares Held Not Transferable. A Participant's undivided
interest in the Stock held under the Plan may not be
voluntarily assigned, sold, pledged or otherwise alienated
except in the event of death, (i) pursuant to a
Participant's valid last will and testament or by applicable
statutes of descent and distribution (without regard to
Section 7.04) or (ii) pursuant to a valid election of a
joint account with rights of survivorship with the Plan
Administrator, as the case may be. Provided, however, to
the extent required by law (without regard to Section 7.04),
such undivided interest may be distributed to an applicable
third party, pursuant to an involuntary assignment or
transfer. To the extent such undivided interest is
distributed pursuant to the preceding sentence, such
distribution shall be deemed to be a distribution for all
purposes to the applicable Participant; and in making such
distribution to such third party, the Committee, Plan
Administrator, and Employer shall be entitled to rely
(without any investigation as to inquiry) on the face of any
and all documents presented in this connection. Except for
the right to receive a Participant's undivided interest in
Stock held under the Plan involving the Participant's death,
no joint account relating to the Plan shall create any other
rights under this Plan in favor of the individual designated
by such Participant as the person who is to receive such
interest in such Stock.
4.05 Voting Rights. Each Participant shall have the power to
direct the vote of whole shares of
<PAGE> 9
Stock held for such Participant's benefit under the Plan. In
connection with any such vote, the proxy of each such Participant
shall be solicited and the Plan Administrator shall cast its votes
only in accordance with such proxies. No discretion or direction
may be exercised by the Plan Administrator, Committee, PMSC or any
Affiliate, with respect to Stock voting. A Participant shall not
be entitled to vote any fraction of Stock held for such
Participant's benefit under the Plan.
ARTICLE V
Distributions
5.01 Distributions During Participation. A Participant may
withdraw Stock, or the cash value thereof, purchased under
the Plan by submitting notice acceptable to the Plan
Administrator. The Plan Administrator will make
distributions as soon as administratively feasible after
receipt of proper notice. The Plan Administrator will
notify the Employer as soon as administratively feasible
when a Participant receives a distribution. A Participant
withdrawing Stock, or the cash value thereof, within two
years of the date of purchase shall be ineligible to make
further contributions to the Plan for twelve months
following the date written notice is mailed from the
Employer to the Participant of the cancellation of his
Payroll Authorization Form. Participants may withdraw any
whole shares, or the cash value thereof, after two years of
the date of purchase of that Stock. Such withdrawals will
not affect participation in the Plan.
5.02 Method of Distribution. Distribution of Stock will be made
in whole shares. Fractional shares and any uninvested
payroll deductions shall be distributed in cash. The
Participant will have the option to receive the entire
distribution in cash.
ARTICLE VI
Administration and Modification of the Plan
6.01 Board of Directors.
a. The Board shall have the following powers and duties with
respect to the Plan:
(i) to appoint and remove members of
the Committee;
(ii) to amend the Plan; and/or
(iii) to terminate the Plan in whole or
in part.
b. The Board shall have no other responsibilities with respect
to the Plan.
<PAGE> 10
6.02 Committee.
a. Committee of not less than three or more than five
individuals may be appointed and serve at the pleasure of
the Board to administer the Plan. Committee members shall
serve without compensation.
b. The Committee shall appoint a Chairman and a Secretary from
among its members. All resolutions, determinations and
other actions shall be by majority vote of all members of
the Committee. Acts of the Committee at which at least a
majority of the Committee members are present, or acts
reduced to or approved in writing by a majority of the
members of the Committee, shall be valid acts of the
Committee.
c. The Committee shall have the following specific powers and
responsibilities:
(i) To amend the Plan;
(ii) To appoint and remove the Plan
Administrator and/or other such
agents as it deems necessary for
the effective performance of the
duties so delegated;
(iii) To construe the Plan and to
determine all questions arising in
the administration, interpretation
and operation of the Plan,
including the discretionary
authority to resolve ambiguous
terms;
(iv) To decide all questions relating
to the eligibility of Employees to
participate in the benefits of the
Plan;
(v) To determine the benefits of the
Plan to which any Participant
shall be entitled;
(vi) To delegate, in its sole
discretion, all or any portion of
its duties hereunder to other
individuals or entities.
d. No member or former member of the Committee shall be liable
for any action or determination made in good faith with
respect to the Plan or any benefits, shares or other awards
bought or granted hereunder.
6.03 Plan Administrator. The Plan Administrator shall keep a
continuous record of each Participant's Stock under the
Plan. The Plan Administrator shall issue to each Participant
a statement of account following each allocation transaction
and each sell transaction. Each inactive Participant will
receive a statement of his account on at least a quarterly
basis. The Plan Administrator shall also hold and act as
custodian of Stock purchased or held under the
<PAGE> 11
Plan. Certificates for Stock purchased under the Plan shall be
held by, and in the name of, the Plan Administrator, on behalf of
the Plan, for the benefit of the Participants as their interests
may appear from time to time. The Plan Administrator may rely on
the authority and correctness of information received from PMSC,
the Committee, or the delegate of either of the foregoing, in
performing its duties under the Plan.
6.04 Cost of the Plan. The cost of maintaining records and
executing transfers under the Plan shall be paid by the
Employer. The cost of receiving a distribution from the
Plan shall be paid by the Participant, former Participant,
or personal representative of the foregoing.
6.05 Brokerage Costs. Brokerage expenses incurred in the
purchase of Stock shall be paid by the Employer.
6.06 Exculpation. Neither PMSC, the Committee and its delegates,
any Affiliate, nor any broker through whom purchase orders
are executed pursuant to this Plan or the Plan Administrator
shall have any responsibility or liability for any action,
omission or determination in good faith, including, without
limiting the generality of the foregoing, any action with
respect to price, time, quantity or other conditions and
circumstances of the purchase, disposition or distribution
of shares or funds under the terms of the Plan.
ARTICLE VII
Miscellaneous Provisions
7.01 No Contract of Employment. The granting of any right to an
Employee, pursuant to this Plan, shall not constitute an
agreement, understanding or other arrangement, express or
implied, on the part of PMSC, any Affiliate or any other
person or entity to employ or continue to employ such
employee for any period of time.
7.02 Plan Year. The Plan's year and fiscal year shall end on
December 31 of each year.
7.03 Rules of Construction. Throughout this Plan, the masculine
includes the feminine, and the singular and the plural, and
vice versa, where applicable.
7.04 Governing Law. Except as otherwise provided in Section
4.04, the construction, validity, and operation of this Plan
shall be governed by the laws of the State of South
Carolina, without regard to conflicts of law principles.
7.05 Stockholder Ratification of Plan. It is the intention of
PMSC to submit the Plan for ratification by the stockholders
of PMSC within 12 months of the date of adoption of the
Plan. Such stockholder ratification shall be sought to meet
the requirements of Rule 16b-3 under the 1934 Act. In the
event that stockholders do not ratify the Plan, the Plan
will nevertheless
<PAGE> 12
remain in effect.
Adopted this 11th day of May, 1995.
BY (SIGNATURE) /s/ Steven G. Morrison
(NAME AND TITLE) Executive Vice President and
Secretary
DATE May 11, 1995
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report, which includes an
explanatory paragraph related to litigation and investigations into
possible security law violations, dated February 9, 1995, on our
audits of the financial statements of Policy Management Systems
Corporation which report is included in Form 10-K. We also consent
to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
May 23, 1995
Atlanta Georgia
