S8 .doc (G:/STOCK) 6
S8 .doc (G:/STOCK)
As filed with the Securities and Exchange Commission on May 25, 2000
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
(State or other jurisdiction of incorporation or organization)
57-0723125
(I.R.S. Employer Identification No.)
One PMSC Center (P.O. Box Ten)
Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
(Address of Principal Executive Offices) (Zip Code)
POLICY MANAGEMENT SYSTEMS CORPORATION
1999 BROAD BASED STOCK OPTION PLAN
(Full title of the plan)
Stephen G. Morrison, Secretary
Policy Management Systems Corporation
One PMSC Center
Blythewood, South Carolina 29016
(803) 333-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
<PAGE>
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 600,000 $17.25 $10,350,000 $2,732.40
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 January 21, 2000.
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.
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.
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 Amended Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1999.
<PAGE>
(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
Stephen G. Morrison, Executive Vice President, General Counsel and Secretary of
the Company, is the record and beneficial owner of 13,349 shares of Common
Stock and holds options to purchase an additional 523,334 shares of Common
Stock.
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.
<PAGE>
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.
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
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 the Form 10-K/A Annual Report for the year ended December
31, 1999 and incorporated herein by reference.
4.2 - Restated By-laws of the Company, as amended, filed as an exhibit
to the Form 10-K/A Annual Report for the year ended December 31,1999 and
incorporated herein by reference.
4.3 - Policy Management Systems Corporation 1999 Broad Based Stock
Option Plan.
5.1 - Opinion of Stephen G. Morrison, Executive Vice President, General
Counsel and Secretary of the Company, with respect to the legality of the
securities being registered.
23 - Consent of Stephen G. Morrison, Executive Vice President, General
Counsel and Secretary of the Company, (contained in his opinion filed herewith
as Exhibit 5.1).
23.1 - Consent of PricewaterhouseCoopers LLP
<PAGE>
24 - Power of Attorney by the Officers and Directors who signed this
Registration Statement set forth on page 7 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 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.
<PAGE>
(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.
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 25th day
of May ,2000.
POLICY MANAGEMENT SYSTEMS CORPORATION
BY (SIGNATURE) /s/ Timothy V. Williams
NAME AND TITLE) Timothy V. Williams,
Executive Vice President,
Principal Financial and Accounting Officer
DATE: May 25, 2000
<PAGE>
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 the
dates set forth below.
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 8, 2000
BY (SIGNATURE) /s/ Timothy V. Williams
(NAME AND TITLE) Timothy V. Williams, Executive Vice
President, Chief Financial Officer
(Principal Financial and Accounting Officer)
DATE May 8, 2000
BY (SIGNATURE) /s/ Alfred R. Berkeley
(NAME AND TITLE) Alfred R. Berkeley, Director
DATE May 8, 2000
BY (SIGNATURE) /s/ Donald W. Feddersen
(NAME AND TITLE) Donald W. Feddersen, Director
DATE May 8, 2000
<PAGE>
BY (SIGNATURE) /s/ John M. Palms
(NAME AND TITLE) John M. Palms, Director
DATE May 8, 2000
BY (SIGNATURE) /s/ Joseph D. Sargent
(NAME AND TITLE) Joseph D. Sargent, Director
DATE May 8, 2000
BY (SIGNATURE) /s/ John P. Seibels
(NAME AND TITLE) John P. Seibels, Director
DATE May 8, 2000
BY (SIGNATURE) /s/ Richard G. Trub
(NAME AND TITLE) Richard G. Trub, Director
DATE May 8, 2000
<PAGE>
S8 .doc 9
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C> <C>
Exhibit
Number . Description Location
- -------- ------------------------------------------------------------------------- ---------
4.1(1) . Restated Articles of Incorporation of the Company, as amended. (1)
4.2(1) . Restated By-laws of the Company, as amended. (1)
4.3. . . Policy Management Systems Corporation 1999 Broad Based Stock Option Plan. 10
5.1. . . Opinion of Stephen G. Morrison, Executive Vice President, General 15
Counsel and Secretary of the Company, with respect to the legality
of the securities being registered.
23 . . . Consent of Stephen G. Morrison, Executive Vice President, General 16
Counsel and Secretary of the Company, (contained in his opinion filed
herewith as Exhibit 5.1).
23.1 . . Consent of PricewaterhouseCoopers LLP 17
24 . . . Power of Attorney executed by the officers and directors who signed 18
this Registration Statement set forth on page 7 herein.
(1). . . Filed as an exhibit to Form 10-K/A Annual Report for the year ended (1)
December 31, 1999 and incorporated herein by reference.
</TABLE>
<PAGE>
EXHIBIT 4.3
POLICY MANAGEMENT SYSTEMS CORPORATION
1999 BROAD BASED STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this Plan is to enhance the profitability and value of Policy
Management Systems Corporation ("PMSC") and to promote the interest of PMSC and
its subsidiaries by granting Options to purchase PMSC Common Stock ("Common
Stock") to eligible full-time employees of PMSC in order: (1) to attract and to
retain such persons; (2) to provide an additional incentive to each such person
to work to increase the value of Common Stock; and (3) to provide each such
person with a stake in the future of PMSC which corresponds to the stake of each
of PMSC's shareholders.
2. SHARES SUBJECT TO OPTIONS
-------------------------
Subject to adjustment pursuant to the provisions of Article 13 hereof, there
shall be 100 shares of Common Stock reserved for use under this Plan for each
"Eligible Person," as defined below in Article 4. Such shares of Common Stock
shall be reserved to the extent that PMSC deems appropriate from authorized but
unissued shares of Common Stock. Shares of Common Stock covered by an Option
that shall have been exercised shall not again be available for an Option grant.
If an Option shall terminate or expire for any reason without being wholly
exercised, the number of shares to which such Option termination relates shall
not be available for further grant hereunder.
3. EFFECTIVE DATE
--------------
The effective date of this Plan shall be January 21, 2000 or such later date as
the Committee may specify if such date is specified prior to January 21, 2000
(the "Effective Date").
4. ELIGIBILITY
-----------
An Eligible Person under this Plan is any individual who, on the Effective Date
of the Plan, is a full-time employee of PMSC or one of its direct or indirect
wholly owned subsidiaries and (i) who is not a current or former officer (vice
president and above) or director of PMSC; (ii) who is not employed as a
"Technical Service Provider"; and (iii) who did not accept a grant of stock
options or bonus units during calendar year 1999. If necessary, as based on the
advice of PMSC's General Counsel, the definition of eligibility under the Plan
will be adjusted to comply with the local law of a jurisdiction in which it is
offered. Individuals who become eligible based on such advice from PMSC's
General Counsel will be notified in writing of their eligibility.
<PAGE>
5. PLAN ADMINISTRATION
-------------------
This Plan shall be administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee, acting in its absolute discretion,
shall exercise such powers and take such action as expressly called for under
this Plan. The Committee shall have the power to interpret this Plan and
(subject to the terms of this Plan) to take such other action in the
administration and operation of this Plan as the Committee deems equitable under
the circumstances. All actions of the Committee shall be binding on PMSC, on
each affected "Optionee" (being those Eligible Persons who were granted Options
under this Plan), and on each other person directly or indirectly affected by
such action.
6. GRANT OF OPTIONS
----------------
The grant to each Eligible Person of Options to purchase 100 shares of PMSC
Common Stock shall be effective for each Eligible Person upon the close of
business on the Effective Date. At the election of the Committee, each grant of
an Option may be evidenced by an Option Agreement incorporating such terms and
conditions as the Committee acting in its absolute discretion deems consistent
with the terms of this Plan. An Option Agreement may include additional
provisions and restrictions which are not inconsistent with this Plan.
The Committee shall have the authority to revoke the grant of an Option under
the Plan if, based on the advice of PMSC's General Counsel, it is determined
that the securities and/or exchange control laws of a given jurisdiction render
the granting of an Option adverse to the interests of PMSC.
7. OPTION PRICE
------------
The Option Price for each share of Common Stock subject to an Option shall be no
less than Fair Market Value of a share of Common Stock on the Effective Date of
the grant of the Option. "Fair Market Value" means the closing price on the
Effective Date for a share of Common Stock on the national securities exchange
on which the Common Stock is listed. If no such price quotation is available,
"Fair Market Value" shall mean the price which the Committee acting in good
faith determines through any reasonable valuation method that a share of Common
Stock would change hands between a willing buyer and a willing seller, neither
being under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts.
8. VESTING/EXERCISE PERIOD
-----------------------
8.1 Vesting of Option. Subject to the Termination of Service provisions of
-------------------
Article 10 hereof, Options granted under this Plan shall vest in full on the
-
third anniversary of the date they were granted or upon the death of the
Optionee.
8.2 Term of Option. Subject to the terms of this Plan and any further
----------------
restrictions which may be contained in an Option Agreement, an Option may be
-----
exercised in whole or in part, with respect to
<PAGE>
whole shares only, during the Term commencing on the third anniversary following
the date such Option is granted or upon the death of the Optionee and ending on
the earlier of:
(1) the date such Option is exercised in full; or
(2) the date which is one day prior to the tenth anniversary of the date
such Option is granted.
8.3 Option Exercise; Withholding .4 Option Exercise; Withholding. Subject
- --- ----------------------------- ----------------------------
to such terms and conditions as may be specified in an Option Agreement, an
otherwise exercisable Option may be exercised in whole or in part at any time,
with respect to whole shares only, within the period permitted for the exercise
thereof, and shall be exercised by written notice of intent to exercise the
Option with respect to a specified number of shares delivered to PMSC at its
principal office, and payment in full to PMSC at said office of the amount of
the Option Price for the number of shares of the Common Stock with respect to
which the Option is then being exercised. Payment of the Option Price shall be
made: (i) in cash or by cash equivalent; (ii) at the discretion of the
Committee, in Common Stock that has been held by the Optionee for at least six
(6) months (or such other period as the Committee may deem appropriate for
purposes of applicable accounting rules), valued at the Fair Market Value of
such shares determined on the date of exercise; (iii) at the discretion of the
Committee, by a delivery of a notice that the Optionee has placed a market sell
order (or similar instruction) with a broker with respect to shares of Common
Stock then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to PMSC in
satisfaction of the Option Price (conditioned upon the payment of such net
proceeds); (iv) at the discretion of the Committee, by a combination of the
methods described above; or (v) by such other method as may be approved by the
Committee. In addition to and at the time of payment of the Option Price, the
Optionee shall pay to PMSC the full amount of all federal and state withholding
and other employment taxes required to be withheld in connection with such
exercise, in any manner consistent with the foregoing that is approved by the
Committee.
9. NONTRANSFERABILITY
------------------
.5 Nontransferability of OptionAll Options shall be nontransferable except
------------------------------
upon the Optionee's death, by the Optionee's will or the laws of descent and
distribution upon the Optionee's death.
10. TERMINATION OF SERVICE
----------------------
10.1 Death .1 Death. If an Optionee shall die at any time after the date
----- -----
of grant and while an Eligible Person, the executor or administrator of the
estate of the decedent, or the person or persons to whom an Option shall have
been validly transferred in accordance with this Plan pursuant to will or the
laws of descent and distribution, shall have the right, during the period ending
one (1) year after the date of the Optionee's death (subject to the term of the
Option), to exercise the Optionee's Option to the extent that it shall not have
been previously exercised.
<PAGE>
10.2 Other Termination of Service .4 Other Termination of Service. Unless
------------------------------- ----------------------------
otherwise provided by the Committee or as set forth in an Option Agreement or
as set forth herein, if an Optionee's employment or other service with PMSC or
any PMSC direct or indirect subsidiary shall be terminated for any reason other
than death (including by reason of retirement), the Optionee shall have the
right, during the period ending ninety (90) days after such termination (subject
to the term of the Option), to exercise an Option to the extent that it was
exercisable at the date of such termination and shall not have been exercised.
10.3 Other Circumstances. Notwithstanding any other provision of this Plan and
--------------------
upon death or a termination of employment or service, the Committee may, but
shall not be required to do so, in its sole and absolute discretion, permit an
Optionee to exercise outstanding Options (including Options that have not yet
become exercisable) sooner or later than would otherwise be permitted by this
Plan and/or an Option Agreement.
11. SECURITIES REGISTRATION
-----------------------
Each Option Agreement shall provide that, upon the receipt of shares of Common
Stock as a result of the surrender or exercise of an Option, the Optionee shall,
if so requested by PMSC, hold such shares of Common Stock for investment and not
with a view of resale or distribution to the public and, if so requested by
PMSC, shall deliver to PMSC written statement satisfactory to PMSC to that
effect. As for Common Stock issued pursuant to this Plan, PMSC at its expense
shall take such action as it deems necessary or appropriate to register the
original issuance of such Common Stock to an Optionee under Securities Act of
1933, as amended, and under any other applicable securities laws or to qualify
such Common Stock for an exemption under any such laws prior to the issuance of
such Common Stock to an Optionee; provided, however, PMSC shall have no
obligation whatsoever to take any such action in connection with the transfer,
resale or other disposition of such Common Stock by an Optionee.
12. LIFE OF PLAN
------------
No Option shall be granted under this Plan on or after the tenth anniversary of
the effective date of this Plan, in which event this Plan otherwise thereafter
shall continue in effect until all outstanding Options have been surrendered or
exercised in full or no longer are exercisable.
13. ADJUSTMENT
----------
.2 AntidilutionIn the event of a reorganization, recapitalization, stock
------------
split, stock dividend, combination of shares, merger or consolidation, or the
sale, conveyance, or other transfer by PMSC of all or substantially all of its
property, or any other change in the corporate structure or shares of PMSC,
pursuant to any of which events the then outstanding shares of Common Stock are
split up or combined, or are changed into, become exchangeable at the holder's
election for, or entitle the holder thereof to cash, other shares of stock or
any other consideration, or in the case of any other transaction described in
section 424(a) of the Code, the Committee may change in the manner that it shall
deem to be
<PAGE>
equitable and appropriate the number and kind of shares (including by
substitution of shares of another corporation) subject to the Options and/or the
Option Price of such shares. An adjustment made under this Section by the
Committee shall be conclusive and binding on all affected persons and, further,
shall not constitute an increase in the number of shares reserved under Article
2 within the meaning of Article 14 of this Plan.
14. PLAN AMENDMENT
--------------
The Board may at any time and from time to time and in any respect, amend or
modify this Plan. Notwithstanding the foregoing, no amendment or modification of
this Plan shall in any manner: (i) affect any Option theretofore granted without
the consent of the Optionee or the permitted transferee of the Option; or (ii)
reduce the exercise price at which Options may be granted below the Fair Market
Value of the Common Stock on the effective date of grant.
15. MISCELLANEOUS
-------------
15.1 No Shareholder Rights. No Optionee shall have any right as a
-----------------------
shareholder of PMSC or any subsidiary as a result of the grant of an Option
under this Plan or the exercise of such Option, pending the actual delivery of
the Common Stock subject to such Option to such Optionee.
15.2 No Contract of Employment. The grant of an Option to an Optionee
----------------------------
under this Plan shall not constitute a contract of employment and shall not
confer on an Optionee any rights upon his or her termination of employment in
addition to those rights, if any, expressly set forth in an Option Agreement
which evidences his or her Option.
15.3 Withholding. The exercise of any Option granted under this Plan
-----------
shall constitute an Optionee's full and complete consent to whatever action the
Committee directs to satisfy the federal and state tax withholding requirements,
if any, which the Committee in its discretion deems applicable to such exercise.
15.4 Data Privacy. By participating in this Plan, the Optionee: (i)
-------------
authorizes PMSC and any agents and affiliates administering the Plan or
providing Plan recordkeeping services to disclose such information and data as
is necessary to facilitate the grant of options and the administration of the
Plan; (ii) waives any data privacy rights he or she may have with respect to
such information; and (iii) authorizes the storage and transmittal of such
information in electronic form.
<PAGE>
15.5 Construction. This Plan shall be construed under the laws of the
------------
State of South Carolina.
IN WITNESS WHEREOF, PMSC has caused its duly authorized officer to execute this
Plan effective as of _________, _______ to evidence its adoption of this Plan.
POLICY MANAGEMENT SYSTEMS CORPORATION
BY: ________________________________________
G. Larry Wilson
President
EXHIBIT 5.1
May 25, 2000
Policy Management Systems Corporation
One PMSC Center
Blythewood, South Carolina 29016
Gentlemen:
I am Executive Vice President, General Counsel and Secretary of Policy
Management Systems Corporation, a South Carolina corporation (the "Company" ).
This opinion is given in connection with the preparation and filing by the
Company with the Securities and Exchange Commission (the "Commission" ) on May
25, 2000 of a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, (the "Act" ), for the
registration of 600,000 shares of the common stock, $.01 par value per share, of
the Company (the "Shares") which are reserved for issuance under the Policy
Management Systems Corporation 1999 Broad Based Stock Option Plan (the "Plan").
I have examined and am familiar with originals or copies, certified or otherwise
authenticated to my satisfaction, of such corporate records of the Company,
certificates of officers of the Company and of public officials and such other
instruments as I have deemed appropriate as the basis for the opinion set forth
herein, including the Plan. In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon the foregoing, I am of the opinion that the Shares reserved for
issuance under the Plan have been duly authorized and, when issued in
accordance with the terms of the Plan upon due exercise of stock options granted
thereunder, including payment of the option exercise price specified therein,
will be validly issued, fully paid and non-assessable under the South Carolina
Business Corporation Act of 1988 as in effect on this date.
My opinion herein is limited to matters governed by the laws of the state of
South Carolina, and I express no opinion as to the laws of any other
jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not thereby admit that I come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
Stephen G. Morrison
EXHIBIT 23
Consent of Stephen G. Morrison, Executive Vice President, General Counsel and
Secretary of the Company, (contained in his opinion filed herewith as Exhibit
5.1).
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 30, 2000 relating to the
financial statements and financial statement schedules, which appears in Policy
Management System Corporation's Annual Report on Form 10-K/A for the year ended
December 31, 1999.
PricewaterhouseCoopers LLP
Atlanta, Georgia
May 25, 2000
S8.doc .doc (G:/STOCK) 18
S8.doc .doc 10
EXHIBIT 24
Power of Attorney executed by the Officers and Directors who signed this
Registration Statement set forth on page 7 herein.
