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Registration No. 33-_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUESTECH, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0844913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7600-A LEESBURG PIKE
FALLS CHURCH, VIRGINIA 22043
(Address of Principal Executive Offices) (Zip Code)
QUESTECH, INC. [1994] INCENTIVE STOCK OPTION PLAN
QUESTECH, INC. 1996 STOCK OPTION PLAN
QUESTECH, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
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MICHAEL P. RIVERA
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
QUESTECH, INC.
7600-A LEESBURG PIKE
FALLS CHURCH, VA 22043
(Name and address of agent for service)
(703) 760-1000
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
DAVID A. MUSTONE, ESQUIRE
REED SMITH SHAW & MCCLAY
1301 K STREET, N.W.
SUITE 1100-EAST TOWER
WASHINGTON, DC 20005-3317
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee
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<S> <C> <C> <C> <C>
Common Stock,
par value
$.05 per
share . . . . . . . . 543,252 shs. $10.50 $5,704,146.00 $1,728.53
=====================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
QuesTech, Inc. [1994] Incentive Stock Option Plan, the QuesTech, Inc. 1996
Stock Option Plan, and the QuesTech, Inc. Stock Option Plan for Non-Employee
Directors (collectively, the "Plans") in the event of a stock dividend,
split-up of shares, recapitalization or other similar change in the Common
Stock. This registration of the 543,252 shares of Common Stock includes
200,000 shares to cover the shares issuable upon options exercisable under the
QuesTech, Inc. [1994] Incentive Stock Option Plan, 293,252 shares to cover the
shares issuable upon options exercisable under the QuesTech, Inc. 1996 Stock
Option Plan, and 50,000 shares to cover the shares issuable upon options
exercisable under the QuesTech, Inc. Stock Option Plan for Non-Employee
Directors.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering price
for shares which may be issued under the Plans is based on the average of the
high and low sales prices of the Common Stock as reported by the Electronic
Bulletin Board System of the National Association of Securities Dealers, Inc.,
for April 8, 1998.
EXPLANATORY NOTE
This registration statement on Form S-8 covers 200,000 shares of Common Stock,
$.05 par value, to be issued upon exercise of options granted under the
registrant's [1994] Incentive Stock Option Plan; 293,252 shares of Common
Stock, $.05 par value, to be issued upon exercise of options granted under the
registrant's 1996 Stock Option Plan; and 50,000 shares of Common Stock, $.05
par value, to be issued upon exercise of options granted under the registrant's
Stock Option Plan for Non-Employee Directors.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated in this Registration Statement by
reference and made a part of this Registration Statement:
(a) The registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
(b) All other reports filed by the registrant pursuant to
Section 13(a) of the 1934 Act since the end of the fiscal year covered
by the annual report on Form 10-K referred to above; and
(c) Any description of the Common Stock which is contained in
a registration statement filed by the registrant pursuant to the 1934
Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act on or subsequent to the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, 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.
Under Article IV of the By-Laws of the registrant, the registrant
shall indemnify any person who was a party or is threatened to be made a party
to any action, suit or proceeding by reason of being a director or officer of
the registrant, or serving at the request of the registrant as a director or
officer of another entity, against expenses and other amounts actually and
reasonably incurred in connection with the action, suit or proceeding. The
person must have acted in good faith and in the manner he reasonably believed
to be in, or not opposed to, the best interests of the registrant. The Board
of Directors of the registrant also may, in its discretion, indemnify
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any employee or agent to the same extent as an officer or director. If the
action or suit is by or in the right of the registrant, then no indemnification
is available in respect of any claim, issue or matter as to which the person
has been adjudged liable for negligence or misconduct in the performance of his
duty to the registrant. If expenses are paid in advance of a final disposition
of an action, suit or proceeding, the director, officer, employee or agent must
undertake to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the registrant. The registrant also has the
power to make any other further indemnity that may be authorized by the
Articles of Incorporation, any By-Law made by the stockholders or any
resolution adopted by the stockholders, except an indemnity against gross
negligence or willful misconduct.
In addition, the registrant may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant in a
similar role for another business entity, against any liability asserted
against him or incurred in such capacity or arising out of such status,
regardless of whether the registrant would have the power to indemnify the
person against such liability.
Article 10 of the Virginia Stock Corporation Act (Sections 13.1-696
through 13.1-704) allows a corporation to indemnify an individual made a party
to a proceeding because he is or was a director against liability if certain
conditions are met, and requires that a corporation indemnify a director in
certain instances unless limited by its articles of incorporation. Officers,
employees and agents are to be indemnified to the same extent as directors
unless the corporation's articles of incorporation provide otherwise.
Corporations may make further indemnities except against willful misconduct or
a knowing violation of the criminal law. The By-Laws of the registrant are
designed to permit the registrant to provide indemnification to the full extent
permitted by the Virginia Stock Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as part of this Registration
Statement or incorporated by reference herein.
<TABLE>
<CAPTION>
Exhibit
No.
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<S> <C>
4.1 Restated Articles of Incorporation and Bylaws of the
registrant, incorporated by reference to
Exhibit 3 to the registrant's Registration
No. 2-88617.
4.2 QuesTech, Inc. [1994] Incentive Stock Option Plan, as
amended, incorporated by reference to Exhibit
10(aa) to the registrant's Form 10-K for the
period ended December 31, 1994, and to
Exhibit 10.8(p) to the registrant's Form 10-K
for the period ended December 31, 1995.
4.3 QuesTech, Inc. 1996 Stock Option Plan, as amended,
incorporated by reference to Exhibit
10.(a)(i) to the registrant's Form 10-K for
the period ended December 31, 1996, and to
Exhibit 10.12(a) to the registrant's Form
10-K for the period ended December 31, 1997.
4.4 QuesTech, Inc. Stock Option Plan for Non-Employee
Directors, incorporated by reference to
Exhibit 10(a)(ii) to the registrant's Annual
Report on Form 10-K for the period ended
December 31, 1996.
</TABLE>
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5.1 Opinion of Reed Smith Shaw & McClay LLP as to the
legality of the Common Stock, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay LLP (included in
Exhibit 5.1 filed herewith).
23.2 Consent of Grant Thornton, filed herewith.
24.1 Power of Attorney, contained on the signature page to
this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent 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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(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) Filings incorporating subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Falls Church, State of Virginia, on the 10th
day of April, 1998.
QUESTECH, INC.
By: /s/ Vincent L. Salvatori
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Vincent L. Salvatori
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vincent L. Salvatori his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue thereof.
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 10TH DAY OF APRIL, 1998.
Name Title
---- -----
/s/ Vincent L. Salvatori Chief Executive Officer and
------------------------ Chairman of the Board
Vincent L. Salvatori (Principal Executive Officer)
/s/ Gerald F. Mayefskie President, Chief Operating Officer
----------------------- and Director
Gerald F. Mayefskie
/s/ Joseph P. O'Connell, Jr. Chief Financial Officer
---------------------------- (Principal Financial and
Joseph P. O'Connell, Jr. Accounting Officer)
/s/ Edward Broenniman Director
---------------------
Edward Broenniman
<PAGE> 8
QUESTECH, INC.
QUESTECH, INC. [1994] INCENTIVE STOCK OPTION PLAN
QUESTECH, INC. 1996 STOCK OPTION PLAN
QUESTECH, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
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<TABLE>
<CAPTION>
Exhibit
No. Document
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<S> <C>
4.1 Restated Articles of
Incorporation and Bylaws of
the registrant, incorporated
by reference to Exhibit 3 to
the registrant's Registration
No. 2-88617.
4.2 QuesTech, Inc. [1994]
Incentive Stock Option Plan,
as amended, incorporated by
reference to Exhibit 10(aa)
to the registrant's Form 10-K
for the period ended December
31, 1994, and to Exhibit
10.8(p) to the registrant's
Form 10-K for the period
ended December 31, 1995.
4.3 QuesTech, Inc. 1996 Stock
Option Plan, as amended,
incorporated by reference to
Exhibit 10.(a)(i) to the
registrant's Form 10-K for
the period ended December 31,
1996, and to Exhibit 10.12(a)
to the registrant's Form 10-K
for the period ended December
31, 1997.
4.4 QuesTech, Inc. Stock Option
Plan for Non-Employee
Directors, incorporated by
reference to Exhibit
10(a)(ii) to the registrant's
Annual Report on Form 10-K
for the period ended December
31, 1996.
5.1 Opinion of Reed Smith Shaw &
McClay LLP, as to the
legality of the Common Stock,
filed herewith.
23.1 Consent of Reed Smith Shaw &
McClay LLP (included in
Exhibit 5.1 filed herewith).
23.2 Consent of Grant Thornton,
independent auditors, filed
herewith.
24.1 Power of Attorney, contained
on the signature page to this
Registration Statement.
</TABLE>
<PAGE> 1
Exhibit 5.1
REED SMITH SHAW & MCCLAY LLP
1301 K Street, N.W.
Suite 1100 - East Tower
Washington, D.C. 20005-3317
Phone: 202-414-9200
Fax: 202-414-9299
April 13, 1998
QuesTech, Inc.
7600-A Leesburg Pike
Falls Church, VA 22043
Re: Registration Statement on Form S-8 for:
QuesTech, Inc. [1994] Incentive Stock Option Plan
QuesTech, Inc. 1996 Stock Option Plan
QuesTech, Inc. Stock Option Plan for Non-Employee
Directors (collectively, the "Plans")
Gentlemen:
We have acted as counsel to QuesTech, Inc. (the "Company") in
connection with the above-captioned Registration Statement relating to up to
543,252 shares of Common Stock, par value $.05 per share, of the Company (the
"Common Stock") which may be purchased or acquired by employees, officers, and
directors of the Company under the Plans. The Plans provide that either
authorized but unissued or reacquired shares of Common Stock, or (except in the
case of the Stock Option Plan for Non-Employee Directors) shares of Common
Stock held in the Stock Employee Compensation Trust, may be issued upon the
exercise of stock options granted under the Plans. In rendering our opinion
below, we have assumed that any previously issued shares reacquired by the
Company or held by the Stock Employee Compensation Trust and used under the
Plans have been duly authorized, validly issued and fully paid at the time of
their original issuance.
In connection with this opinion, we have examined, among other
things:
(1) Certificate of Incorporation of the Company, as
amended to date;
(2) By-Laws of the Company, as amended to date;
<PAGE> 2
REED SMITH SHAW & MCCLAY LLP
QuesTech, Inc.
April 13, 1998
Page 3
(3) Resolution adopted by the Board of Directors of the
Company on May 15, 1994, adopting and approving the QuesTech, Inc. [1994]
Incentive Stock Option Plan subject to Stockholder approved;
(4) Proxy Statement for the Special Meeting of
Stockholders to be held on November 15, 1994;
(5) Report of Inspector of Election as to Approval of the
Adoption by the Board of Directors of the 1994 Incentive Stock Option Plan at
the Special Meeting of Shareholders of November 15, 1994;
(6) Resolution adopted by the Board of Directors of the
Company on November 15, 1995, adopting and approving amendments to the 1994
Incentive Stock Option Plan;
(7) Proxy Statement for the Annual Meeting of
Stockholders to be held on May 24, 1996;
(8) Report of Judges of Election regarding the approval
of the adoption of the 1996 Plan at the Annual Meeting of Shareholders of May
24, 1996;
(9) Resolution adopted by the Board of Directors of the
Company on March 15, 1997, adopting Amendment No. 1 to the 1996 Plan;
(10) Proxy Statement for the Annual Meeting of
Stockholders to be held on May 23, 1997;
(11) Final Certificate and Report of Inspectors, and
Minutes, of the Annual Meeting of Stockholders of QuesTech, Inc. of May 23,
1997, including approval of the amendment of the 1996 Incentive Stock Option
Plan;
(12) Resolution adopted by the Board of Directors on
November 15, 1995, authorizing the General Counsel of the Company to draft a
stock option plan for members of the Board, especially those members who are
not employees
(13) the QuesTech, Inc. Incentive Stock Option Plan, as
currently in effect;
(14) the QuesTech, Inc. 1996 Stock Option Plan, as
currently in effect; and
(15) the QuesTech, Inc. Stock Option Plan for Non-Employee
Directors, as currently in effect.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as
we considered necessary in order to enable us to furnish this opinion, and
subject to the assumption set forth above, we are pleased to advise you that in
our opinion:
(a) The Company has been duly incorporated and is a
validly existing corporation under the laws of the State of Virginia; and
<PAGE> 3
REED SMITH SHAW & MCCLAY LLP
QuesTech, Inc.
April 13, 1998
Page 4
(b) The shares of Common Stock being registered and which
may be issued by the Company pursuant to the provisions of the Plans upon the
exercise of stock options granted under the Plans have been duly authorized,
and upon such issuance in accordance with the provisions of the Plans such
shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the use of our name in the Prospectus
under the caption "Legal Opinion".
Very truly yours,
/s/ Reed Smith Shaw & McClay LLP
<PAGE> 1
Exhibit 23.2
Grant Thornton LLP
Accountants and Management Consultants
The U.S. Member Firm of Grant Thornton International
Consent of Independent Certified Public Accountants
We have issued our reports dated February 6, 1998, accompanying the
consolidated financial statements and schedules included in the Annual Report
of QuesTech, Inc., and Subsidiaries on Form 10-K for the year ended December
31, 1997. We hereby consent to the incorporation by reference of said reports
in the Registration Statements of QuesTech, Inc. and Subsidiaries on Form S-8
(to be filed April 6, 1998).
/s/ Grant Thornton LLP
Vienna, Virginia
April 2, 1998
