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As filed with the Securities and Exchange Commission on March 10, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VERSAR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 54-0852979
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6850 VERSAR CENTER 22151
SPRINGFIELD, VIRGINIA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
VERSAR, INC.
1994 EMPLOYEE BONUS PLAN
(Full title of the plan)
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<S> <C>
Benjamin J. Rawls Please address a copy of all communications to:
President and Chief Executive Officer
Versar, Inc. Elizabeth Hardy Noe
6850 Versar Center Paul, Hastings, Janofsky & Walker
Springfield, Virginia 22151 Suite 2400
(Name and address of agent for service) 600 Peachtree St., N.E.
Atlanta, Georgia 30308
Telephone: (404) 815-2400
</TABLE>
(703) 750-3000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
-------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK
PAR VALUE $0.01
PER SHARE 20,021 $2.406 $48,170.53 $100.00
===========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of
the registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended. The offering price is
calculated pursuant to Rule 457(c) based on the average of the
high and low sales prices ($2.406 per share) of the Common
Stock of the Registrant on the American Stock Exchange on
March 7, 1995.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE BONUS PLAN INFORMATION*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above; and
(c) The description of the Registrant's common stock, par
value $.01 (the "Common Stock"), which is contained in its registration
statement on Form 10 filed under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such descriptions.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their
officers and directors under certain circumstances against expenses and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director. The Certificate of
Incorporation and By-laws of the Registrant provide for indemnification of its
officers and directors to the full extent authorized by such section.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are
as follows:
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Exhibit Number Description of Exhibit
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4 Form of letter to employees containing terms of 1994 employee bonus plan.
5 Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the Common Stock registered hereunder.
23.1 Consent of Price Waterhouse, Independent Public Accountants, relating to the use of their report contained in
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
23.2 Consent of Paul, Hastings, Janofsky & Walker to the filing and use of their opinion relating to the legality of the
securities. Such consent is contained in their opinion filed as Exhibit 5 to this Registration Statement.
24 Power of Attorney authorizing Benjamin M. Rawls and James C. Dobbs to sign amendments to this Registration
Statement on behalf of officers and directors of the Registrant (contained on signature page of Registration
Statement).
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ITEM 9. UNDERTAKINGS
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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be
2
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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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to provisions pursuant to which the
directors, officers or controlling persons may be indemnified by the registrant
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 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 submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the
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 Springfield, State of Virginia, on this 9th day
of March, 1995.
VERSAR, INC.
BY:/s/ BENJAMIN M. RAWLS
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BENJAMIN M. RAWLS
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Benjamin M. Rawls and James C.
Dobbs, jointly and severally, his attorneys-in-fact, each with power of
substitution for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with the exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
/s/ Benjamin M. Rawls March 9, 1995
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BENJAMIN M. RAWLS, CHAIRMAN Date
OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Michael Markels, Jr. March 9, 1995
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MICHAEL MARKELS, JR. Date
CHAIRMAN EMERITUS AND DIRECTOR
/s/ Lawrence W. Sinnott March 9, 1995
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LAWRENCE W. SINNOTT, VICE Date
PRESIDENT, CHIEF FINANCIAL
OFFICER AND PRINCIPAL ACCOUNTING OFFICER
[Signatures continued on next page]
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[Signatures continued from preceding next page]
/s/ Robert L. Durfee March 9, 1995
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ROBERT L. DURFEE, EXECUTIVE VICE Date
PRESIDENT AND DIRECTOR
/s/ Gerald T. Halpin March 9, 1995
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GERALD T. HALPIN Date
DIRECTOR
/s/ John E. Gray March 9, 1995
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JOHN E. GRAY Date
DIRECTOR
/s/ John P. Horton March 9, 1995
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JOHN P. HORTON Date
DIRECTOR
/s/ Charles I. Judkins, Jr. March 9, 1995
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CHARLES I. JUDKINS, JR. Date
DIRECTOR
/s/ M. Lee Rice March 9, 1995
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M. LEE RICE Date
DIRECTOR
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EXHIBIT INDEX
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Exhibit Description
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4 Form of letter to employees containing terms of 1994 employee bonus plan.
5 Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the Common Stock registered hereunder.
23.1 Consent of Price Waterhouse, Independent Public Accountants, relating to the use of their report contained
in Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
23.2 Consent of Paul, Hastings, Janofsky & Walker to the filing and use of their opinion relating to the legality
of the securities. Such consent is contained in their opinion filed as Exhibit 5 to this Registration
Statement.
24 Power of Attorney authorizing Benjamin M. Rawls and James C. Dobbs to sign amendments to this Registration
Statement on behalf of officers and directors of the Registrant (contained on signature page of Registration
Statement).
</TABLE>
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EXHIBIT 4
Form of Letter to Stock Award Recipients
March ____, 1995
[Stock Award Recipient]
Address
Dear ________:
Please be advised that you have been awarded the enclosed
special bonus in the form of shares of the common stock, $.01 par value per
share (the "Common Stock") of Versar, Inc. (the "Company") for your performance
during the 1994 fiscal year. The President of the Company determined under the
1994 Employee Bonus Plan that you would receive a bonus award with a gross
value of $_____________ based on your contribution to the Company for the 1994
fiscal year. The Board of Directors of the Company has determined that it
would be in the best interest of the Company to issue Company Common Stock to
you in payment of this bonus. Accordingly, you are entitled to receive the
enclosed ________________ shares (the "Shares") of Common Stock, which number
of shares was calculated by taking the amount of your cash bonus, deducting
applicable Federal and state taxes aggregating $_________, and dividing the
resulting amount by the average of the high and low sales price of the
Company's Common Stock on the American Stock Exchange on January 2, 1995 or
$2.875.
The Company has registered the Shares with the Securities and
Exchange Commission on Form S-8, which will allow you to sell the Shares free
from any restrictions on their transferability, subject to any restrictions
that may be applicable to you as an affiliate of the Company. Attached hereto
is a copy of the Prospectus relating to the stock awards, which Prospectus
together with the attached resolutions should be read carefully by you.
Congratulations on an outstanding 1994 fiscal year and we
look forward to an outstanding 1995 fiscal year.
Very truly yours,
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RESOLUTIONS OF BOARD OF DIRECTORS OF VERSAR, INC.
REGARDING ADOPTION OF
1994 EMPLOYEE BONUS PLAN
The following resolution was adopted by the Compensation Committee of the
Versar, Inc. Board of Directors on December 9, 1993:
WHEREAS, the Corporation needs a program to compensate and
create an incentive for management (officers, department heads and
key employees) to meet and exceed the Corporation's business
objectives, including substantial uncompensated overtime;
WHEREAS, the Compensation Committee of the Board of Directors
has adopted a compensation philosophy which compensates executives
for performance which is geared towards the achievement of long-term
profitability and enhancement of stockholder equity, as more fully
set out in the Corporation's 1993 Proxy Statement;
WHEREAS, that the Board of Directors recognizes that both the
cash incentive and stock incentive program is required to reward
outstanding performance needed to meet the Corporation's Business
Plan;
WHEREAS, the Board of Directors adopted a cash bonus and
stock incentive plan on September 28, 1993; and
WHEREAS, the Committee has considered additional information
on the cash bonus and incentive stock option plan submitted by Mr.
Rawls, President and Chief Executive Officer:
RESOLVED, that the Committee adopt an incentive Cash Bonus
Plan pool as set forth in Mr. Rawls' letter to the Committee dated
November 17, 1993 and Attachment 2 thereto.
The following resolution was adopted by the Board of Directors of
Versar, Inc. on September 12, 1994:
RESOLVED, that the fiscal year 1994 Bonus Plan [initially
approved by the Compensation Committee last December] be hereby
approved.
The following resolution was adopted by the Board of Directors of
Versar, Inc. on March 8, 1995:
RESOLVED, that the issuance of 34,781 shares of common stock,
(24,348 of which shall be issued from treasury shares held by the
Company) to the employees whose names are set forth on Exhibit "B"
to this unanimous consent pursuant to the Company's 1994 Employee
Bonus Plan adopted by this Board of Directors on September 12, 1994,
be, and it is hereby, approved and ratified.
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VERSARInc.
November 17, 1993
To: Compensation Committee, Versar, Inc.
Subject: Versar Cash Bonus and ISO Plan
Gentlemen:
The purpose of this letter is to request your approval of our
revised recommendation for the Versar Cash Incentive Bonus Plan and a pool of
ISOs for new hires, and special situations, as shown in Attachment 1,
Compensation Committee Resolution. This letter describes the Employee Cash
Incentive Bonus Plan and sets forth the Bonus Pool and ISO Pool for FY - 94.
INTRODUCTION
Versar is contemplating the first profitable year in quite some
time. The employees and stockholders have all made sacrifices to bring this
about. The stockholders are prepared to be more generous this turnaround year
than would be fair and prudent for a long-term policy. Therefore, some future
policy guidelines are set forth below.
One million option shares were approved in November, 1992 for the
1992 Stock Option Plan which is for 10 years. Options totalling 208,000 shares
were issued and are outstanding today under that plan.
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Versar Bonus Plan
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LONG TERM GUIDELINES
The simplest guideline for a profitable company is on the basis of
profit performance. A reasonable goal for Versar profitability is 5 percent of
net sales PBT and 3 percent PAT. For a $60M net sales year, this is $3M PBT
and $1.8M PAT. At this profit level, a bonus pool of 20 percent of PBT is
reasonable or $600K. This is 1 percent of sales which is also within the
acceptable range.
Calculation of the profit without any real estate loss may be
logical for a few years, but in the long term, all adjustments and costs should
be included so that the stockholders and the Bonus Pool are on the same basis.
This pool will be paid in cash, stock, and in ISOs (valued at 50 percent of the
exercise price) depending on the incentive value to the participants and the
cash position of the company. There will also be ISOs available to management
to: (a) use as recruitment inducements, (b) use to retain employees being
courted by competitors, and (c) to bring key employees up to a desired level of
equity participation in the company.
It is expected that the management will have a bonus plan at the
beginning of each fiscal year that sets forth a target profit for the year, the
Target Bonus Pool, the plan for bonus distribution, and the variation in the
Pool with the corporate profit for the year. This plan will vary in detail
depending on the needs of the company to reward the employees at that time.
BONUS POOL PLAN FOR FY - 94
The Bonus Pool Plan for FY - 94 is more generous than the long term
pool due to the special situation of the company coming off of a period of
losses and employee
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4
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Versar Bonus Plan
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salary reductions. For this year, pool calculations are based on profits
before subtraction of real estate losses, estimated to be $742K and
extraordinary items.
The Bonus Pool Plan for FY - 94 can use cash, stocks, or ISOs
depending on the incentive value to the participants and the cash position of
the company. The mix used in each particular case will be at the discretion of
management. It is expected that management will allocate the largest portion
of the pool to the key executives of the company. The details of the Bonus
Pool Schedule for FY - 94 are set forth in Attachment 2.
ISOs may be granted in lieu of cash as shown in the Bonus Pool
Schedule (Attachment 2) and for other purposes as shown in the Option Plan for
FY - 94 (Attachment 3). We expect that the Option Plan will vary from year to
year depending on the availability of cash and the relative effectiveness of
the three methods of incentive payment. The impending change in the accounting
treatment of ISOs will also have an effect.
We believe that this level of award is consistent with the financial
condition of the company today and should be approved by the Board.
Very truly yours,
Benjamin M. Rawls
President and
Chief Executive Officer
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5
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Attachment 2
Employee Incentive Bonus Plan
BONUS POOL SCHEDULE
FY - 94
(000s)
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<CAPTION>
BONUS POOL CONSULTING VVI LOSS VERSAR PRE- VERSAR PROFIT
PRE-TAX PROFIT TAX PROFIT PER SHARE
4.4MM
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<S> <C> <C> <C> <C>
$ 950 $1,826 ($742) $1,084 $0.246
700 1,576 (742) 834 0.190
500 1,376 (742) 634 0.144
450* 1,326 (742) 584 0.133
400 1,276 (742) 534 0.121
200 1,076 (742) 334 0.076
100** 976 (742) 234 0.053
100** 676 (742) (66) (0.015)
</TABLE>
In all cases, pre-tax profit includes earnings for all but extraordinary items.
* Plan for Fiscal Year 1994
** Minimum Bonus Pool
Note: consulting pre-tax profit and Versar pre-tax profit include all cost
of operations including the Bonus Pool. The Bonus Pool may be paid
in cash, stock, or ISOs (valued at 50% of exercise price) at the
discretion of management.
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Attachment 3
THE OPTION PLAN - 1994
The options to be granted are divided into accounts dedicated to
various purposes:
Account 1: Options for new hires, FY - 94.
Account 2: Options for special management use, FY - 94.
Account 3: Options for Versar Employee Incentive Bonus
Plan, FY - 94.
Account 1: Options for new hires, FY - 94.
We anticipate additional key hires in FY - 94 and I
recommend 25,000 shares.
Account 2: Options for special management use, FY - 94.
This is for holding key employees that are being courted
by competitors plus ongoing commitments to Larry White (20,000 shares) and Tom
Rooney (12,500 shares). I recommend 50,000 shares.
Account 3: Options for Versar Employee Incentive Bonus
Plan, FY - 94.
I recommend approval for a minimum of $100,000 worth of
options valued at 50% of the exercise price. A summary table of the award
amount is shown at Attachment 2.
Summarizing the recommendations:
Account 1: 25,000 shares,
Account 2: 50,000 shares,
Account 3: 75,000 shares (or a minimum of
$100,000).
TOTAL FOR APPROVAL: 150,000 shares
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EXHIBIT 5
March 9, 1995
20897.57615
Versar, Inc.
6850 Versar Center
Springfield, Virginia 22151
Re: Versar, Inc.
1994 Employee Bonus Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel for Versar, Inc., a Delaware corporation (the "Company"),
you have requested our opinion in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") registering 20,021 shares of the Company's
common stock, par value $0.01 per share, for issuance pursuant to the Company's
1994 Employee Bonus Plan.
We have examined such records and documents and made such examination
of law as we have deemed relevant in connection with this opinion. Based on
the foregoing, we are of the opinion that the 20,021 shares covered by said
Registration Statement, when issued in accordance with the terms of the
Prospectus forming a part of the Registration Statement, will be legally
issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form S-8 of Versar, Inc.
Respectfully submitted,
Paul, Hastings, Janofsky & Walker
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Versar, Inc.'s Form S-8 Registration Statement of our report dated
September 7, 1994, appearing on page F-1 of Versar, Inc.'s Form 10-K for the
year ended June 30, 1994.
PRICE WATERHOUSE LLP
Washington, D.C.
March 9, 1995
