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 1988 Employees' Stock Purchase 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 384,999 $19.125 $7,363,105.88 $2,231.24
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. 33-26909)
filed with the Securities and Exchange Commission on February 7, 1989, are
hereby incorporated by reference.
The purpose of this Amendment No. 1 to the Registration Statement is to
register 384,999 additional shares of common stock authorized under the Plan as
a result of a 4-for-3 (record date of February 15, 1991) stock split and 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 Two through Six to the Nichols Research
Corporation 1988 Employees' Stock Purchase 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 1988 Employees' Stock Purchase 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 4-for-3 (record date February 15, 1991) stock split, 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
384,999 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 splits 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 principal 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. 33-26909) and related Prospectus
pertaining to the amendments to the Nichols Research Corporation 1988
Employees' Stock Purchase 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 NUMBER TWO TO THE
NICHOLS RESEARCH CORPORATION
1988 EMPLOYEES' STOCK PURCHASE PLAN
Pursuant to Section 7.1 of the Nichols Research Corporation 1988
Employees' Stock Purchase Plan (the "Plan"), Nichols Research Corporation
(the "Employer"), hereby amends the Plan as follows:
1. Effective December 1, 1989, the first sentence of Section 3.1
is hereby deleted in its entirety and the following new sentence is
substituted in its place:
On March 1, 1989, and each March 1, June 1, September 1, and
December 1 thereafter, an Employee may elect to participate in the
Plan by authorizing payroll deductions under Section 5.1.
2. Effective December 1, 1989, the third sentence of Section 5.1
is deleted in its entirety and the following new sentence is substituted in
its place:
Deductions may be authorized beginning March 1, 1989, or any
June 1, September 1, December 1, or March 1 thereafter, in any
integral percentage, up to ten (10%) percent of an Employee's basic
rate of compensation paid by the Employer.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:_________________________
Chris H. Horgen
Chief Executive Officer
<PAGE>
AMENDMENT THREE
1988 EMPLOYEE STOCK PURCHASE PLAN
The Nichols Research Corporation 1988 Employee Stock Purchase 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 addition, the Plan is further amended to provide that all persons
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, who ceases participation in the Plan may not
participate again for at least six (6) months.
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 FOUR
TO THE NICHOLS RESEARCH CORPORATION
1988 EMPLOYEES' STOCK PURCHASE PLAN
Pursuant to Section 7.1 of the Nichols Research Corporation 1988
Employees' Stock Purchase Plan (the "Plan"), Nichols Research Corporation
(the "Employer"), hereby amends the Plan as follows:
1. Effective March 1, 1992, the last sentence of Section 3.1 of
the Plan is hereby deleted in its entirety and the following new sentence is
substituted in its place:
Once participation is discontinued hereunder, an Employee may
not again elect to participate in the Plan until the next succeeding
March or, in the case of an Employee subject to the reporting
requirements of Section 16(a) of the Securities Act of 1934, until
the later of (I) the March 1 immediately following his discontinuance
of payroll deductions, or (ii) the March 1 next occurring after the
date which is six (6) months after the date such Employee
discontinued payroll deductions under the Plan.
2. Effective March 1, 1992, the last sentence of Section 5.1 of the
the Plan is hereby deleted in its entirety and the following new sentence
is substituted in its place:
A payroll deduction authorization hereunder shall remain in
effect until changed or discontinued under Section 5.3.
3. Effective March 1, 1992, Section 5.3 of the Plan is hereby
deleted in its entirety and the following new Section 5.3 is substituted in
its place:
5.3 CHANGE; DISCONTINUANCE. (a) Any Employee who is not
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 may decrease (but not below 1% of his
basic rate of compensation paid by the Employer) or increase (within
the limits specified in Section 5.1) payroll deductions authorized
under Section 5.1 by signing and filing with his Employer a form
provided for this purpose. Such change in payroll deductions shall
be effective on the March 1, June 1, September 1, or December 1 next
occurring after the Employee's change form is received by his
Employer.
An Employee subject to the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934 may not change
his payroll deductions in accordance with this Section 5.3
(b) An Employee may discontinue payroll deductions authorized
under Section 5.1 at any time, by signing and filing with his
Employer, within the time prescribed in rules and regulations adopted
under Article VIII, a form provided for this purpose. Once
discontinued hereunder, payroll deductions may not be made again
until the next succeeding March 1 or, in the case of an Employee
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, until the later of (I) the March 1
immediately following his discontinuance of payroll deductions, or
(ii) the March 1 next occurring after the date which is six (6)
months after the date such Employee discontinued payroll deductions
under the Plan.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 8th day of April, 1993.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:______________________________
Its Chief Executive Officer
<PAGE>
AMENDMENT NUMBER FIVE TO THE
NICHOLS RESEARCH CORPORATION
1988 EMPLOYEES' STOCK PURCHASE PLAN
Pursuant to Section 7.1 of the Nichols Research Corporation 1988
Employees' Stock Purchase 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 March 1, 1994, the first sentence of Section 4.2 of the Plan is
hereby deleted in its entirety and the following new sentence is substituted
in its place:
Stock shall be purchased under each Option at 85% of its fair
market value on the last day of the Option Period.
2. Subject to approval by the shareholders of the Company,
effective March 1, 1994, the first sentence of Section 4.5 of the Plan is
hereby deleted in its entirety and the following new sentence is substituted
in its place:
Notwithstanding any other provision of this Plan, no Employee
may purchase in an Option Period more than the number of shares equal
to 10% of his annual basic rate of compensation divided by 85% of the
fair market value of Stock, both determined on the last day of the
Option Period.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 25th day of August, 1993.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:____________________________________
Its Chief Executive Officer
<PAGE>
AMENDMENT NUMBER SIX TO THE
NICHOLS RESEARCH CORPORATION
1988 EMPLOYEES' STOCK PURCHASE PLAN
Pursuant to Section 7.1 of the Nichols Research Corporation 1988
Employees' Stock Purchase 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, Section 7.1 of the Plan is hereby deleted in its entirety
and the following new Section 7.1 is substituted in its place:
7.1 AMENDMENT. 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 as provided in Section 4.7) the number of shares of
stock available for purchase under the Plan, or (b) remove the
administration of the Plan from the Committee.
2. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the first two sentences of ARTICLE VIII of the Plan are
hereby deleted in their entirety and the following sentences are substituted
in their place:
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.
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
