SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8/POS
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nichols Research Corporation
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(Exact name of issuer as specified in its charter)
Delaware 63-0713665
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4040 Memorial Parkway, South, Huntsville, Alabama 35802-1326
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(Address of principal executive offices, including Zip Code)
Nichols Research Corporation 1989 Incentive Stock Option Plan
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(Full Title of the Plan)
Chris H. Horgen
Nichols Research Corporation
4040 Memorial Parkway, South
Huntsville, Alabama 35802-1326
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(Name and Address of Agent for Service)
(205)883-1140
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(Telephone Number, including area code, of agent for service)
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The Registrant requests that this Amendment No. 1 to the Registration
Statement become effective immediately upon filing pursuant to Securities
Act Rule 464.
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CALCULATION OF REGISTRATION FEE
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Title of Proposed
Securities Amount to Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common 266,666 $19.125 $5,099,987.25 $1,545.45
Stock $.01 shares
par value
(1)This calculation, which is made solely for the purpose of determining the
amount of the registration fee, is made pursuant to Rule 457 and is based on a
price of $19.125 per share, the average of the high and low price of a share of
common stock on June 6, 1997, as reported on the Nasdaq National Market System.
<PAGE>
The contents of the Registration Statement on Form S-8 (File No. 33-44409)
filed with the Securities and Exchange Commission on December 10, 1991, are
hereby incorporated by reference.
The purpose of this Amendment No. 1 to the Registration Statement is to
register 266,666 additional shares of common stock authorized under the Plan as
a result of a 3-for-2 (record date of October 21, 1996) stock split on the
common stock since the filing of the Registration Statement.
<PAGE>
SIGNATURES
THE REGISTRANT. 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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Huntsville, State of
Alabama, on the 15th day of May, 1997.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:_________________________________
Chris H. Horgen
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
1 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chris H. Horgen
_________________________ Chief Executive Officer May 15, 1997
Chris H. Horgen and Chairman of the Board
(Principal Executive Officer)
Michael J. Mruz
_________________________ President, Chief Operating May 15, 1997
Michael J. Mruz Officer and Director
Roy J. Nichols
_________________________ Senior Vice President and May 15, 1997
Roy J. Nichols Vice-Chairman of the Board
Patsy L. Hattox
_________________________ Chief Administrative Officer, May 15, 1997
Patsy L. Hattox Corporate Vice President,
Secretary and Director
Roger P. Heinish
_________________________ Director May 15, 1997
Roger P. Heinish
John R. Wynn
_________________________ Director May 15, 1997
John R. Wynn
William E. Odom
_________________________ Director May 15, 1997
William E. Odom
James R. Thompson, Jr.
_________________________ Director May 15, 1997
James R. Thompson, Jr.
Phil E. DePoy
_________________________ Director May 15, 1997
Phil E. DePoy
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Thomas L. Patterson
_________________________ Director May 15, 1997
Thomas L. Patterson
Allen E. Dillard
_________________________ Chief Financial Officer and May 15, 1997
Allen E. Dillard Treasurer (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
5 Opinion & Consent of Lanier Ford Shaver & Payne, P.C.
23(a) Consent of Independent Auditors
23(b) Consent of Lanier Ford Shaver & Payne, P.C.
(included in Exhibit 5)
99 Amendments One, Two and Three to the Nichols Research
Corporation 1989 Incentive Stock Option Plan
June 6, 1997
Nichols Research Corporation
4040 Memorial Parkway, South
Huntsville, AL 35802-1326
Ladies and Gentlemen:
As counsel for Nichols Research Corporation (herein called the
"Corporation"), we are familiar with the records of the proceedings by
which it was organized, the records of the proceedings by which its
Certificate of Incorporation has from time to time been amended, the
records of the proceedings by which the shares of its common stock have
from time to time been issued, the proceedings by which the Nichols
Research Corporation 1989 Incentive Stock Option Plan (herein called the
"Plan") and the amendments to the Plan were authorized and adopted by the
Board of Directors of the Corporation, and the proceedings by which the
Plan and the amendments to the Plan were authorized and approved by the
stockholders of the Corporation.
We have also reviewed such documents and records as we have deemed
necessary to enable us to express an informed opinion with respect to the
matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware; and
2. The 3-for-2 (record date October 21, 1996) stock split and the
amendments to the Plan were duly and validly authorized and adopted, and
the additional 266,666 shares of common stock of the par value of one cent
($.01) each of the Corporation that may be issued and sold from time to
time upon the exercise of options granted in accordance with the stock
split and the amendments to the Plan will be duly authorized for issuance
and will, when issued, sold and paid for in accordance with the Plan and
for a price not less than one cent ($.01) per share, be validly issued,
fully paid and nonassessable, and no personal liability will attach to the
holders thereof under the laws of the State of Delaware in which the
Corporation is incorporated and in the State of Alabama in which its prin-
cipal place of business is located.
We hereby consent to the use of our name in the Amendment No. 1 to the
Registration Statement (Form S-8/POS) pertaining to the amendments to the
Plan as counsel who has passed upon the legality of the shares of common
stock that may be issued and sold under the Plan, as amended, and to the
use of this opinion as a part of such Amendment No. 1 to the Registration
Statement as required by Section 7 of the Securities Act of 1933, as
amended.
Sincerely,
LANIER FORD SHAVER & PAYNE P.C.
Elizabeth W. Abel
By_________________________________
Elizabeth W. Abel
EWA/sb
EXHIBIT NO. 23(A)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Amendment No. 1 to the
Registration Statement (Form S-8/A, No. 33-44409) and related Prospectus
pertaining to the amendments to the Nichols Research Corporation 1989
Incentive Stock Option Plan of our report dated October 9, 1996, with
respect to the financial statements of Nichols Research Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year
ended August 31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Birmingham, Alabama
May 28, 1997
AMENDMENT TO
1989 INCENTIVE STOCK OPTION PLAN
The Nichols Research Corporation 1989 Incentive Stock Option Plan is
hereby amended to provide that notwithstanding anything to the contrary,
the Plan shall be administered by a committee of not less than two members
and that all committee members shall be disinterested directors as that
term is defined under Rule 16(b-3) as adopted by the Securities and
Exchange Commission. This Amendment shall be effective May 1, 1991.
In all other respects, the Plan as previously amended, shall remain in
full force and effect according to its terms and conditions.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:_________________________________
Chris H. Horgen
Its Chief Executive Officer
<PAGE>
AMENDMENT NUMBER TWO TO THE
NICHOLS RESEARCH CORPORATION
1989 INCENTIVE STOCK OPTION PLAN
Pursuant to Section 13 of the Nichols Research Corporation 1989
Incentive Stock Option Plan (the "Plan"), Nichols Research Corporation (the
"Company"), hereby amends the Plan as follows:
1. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the first, third and last sentences of the first
paragraph of Section 2 of the Plan are hereby deleted in their entirety and
the following sentences are added at the beginning of the first paragraph
of Section 2:
The Plan shall be administered by a committee (the "Committee")
composed of the entire Board of Directors or a committee of the Board
of Directors that is composed solely of two or more Non-Employee
Directors. For this purpose, the term "Non-Employee Director" shall
mean a person who is a member of the Company's Board of Directors who
(a) is not currently an officer or employee of the Company or any
parent or subsidiary of the Company, (b) does not directly or
indirectly receive compensation for serving as a consultant or in any
other non-director capacity from the Company or any parent or
subsidiary of the Company that exceeds the dollar amount for which
disclosure would be required pursuant to Item 404(a) of Regulation S-K
promulgated under the Securities Act of 1933 and the Securities
Exchange Act of 1934 ("Regulation S-K"), (c) does not possess an
interest in any other transaction with the Company or any parent or
subsidiary of the Company for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K, and (d) is not engaged in a
business relationship with the Company or any parent or subsidiary of
the Company which would be disclosable under Item 404(b) of Regulation
S-K. In the event the Committee is a committee composed of two or
more Non-Employee Directors, the Board of Directors may from time to
time remove members from, add members to, and fill vacancies, on the
Committee. A member of the Committee shall be eligible to participate
in the Plan and receive options under the Plan.
2. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the third sentence of Section 3(a) of the Plan is hereby
deleted in its entirety.
3. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the first sentence of Section 13 of the Plan is hereby
deleted in its entirety and the following new sentence is substituted in
its place:
The Board of Directors, insofar as permitted by law, shall have
the right from time to time with respect to any shares at the time not
subject to options, to suspend or discontinue the Plan or revise or
amend it in any respect whatsoever, except that without approval of
the shareholders of the Company, no such revision or amendment shall:
(a) increase (except in accordance with Section 6) the maximum number
of shares for which options may be granted under the Plan either in
the aggregate or to any individual employee, (b) change the provisions
relating to the determination of employees to whom options shall be
granted, (c) remove the administration of the Plan from the Committee,
or (d) decrease the price at which options may be granted.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 14th day of November, 1996.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:____________________________________
Its Chief Executive Officer
