SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
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
Non-Employee Officer and Director 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 Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
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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 54,999 $20.50 $1,127,479.50 $341.66
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 $20.50 per share, the average of the high and low price of a share of
common stock on June 18, 1997, as reported on the Nasdaq National Market System.
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The contents of the Registration Statement on Form S-8 (File No. 33-38568)
filed with the Securities and Exchange Commission on January 18, 1991, are
hereby incorporated by reference.
The purpose of this Registration Statement is to register 54,999 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.
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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
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 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.
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Phil E. DePoy
_________________________ Director May 15, 1997
Phil E. DePoy
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, Three and Four to the Nichols
Research Corporation Non-Employee Officer and Director
Stock Option Plan
June 18, 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 Non-Employee Officer and Director 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 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
54,999 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 Registration Statement
(Form S-8) 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 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. 33-38568) and related Prospectus
pertaining to the amendments to the Nichols Research Corporation Non-
Employee Officer and Director 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
NONEMPLOYEE OFFICER AND DIRECTOR
STOCK OPTION PLAN
The Nichols Research Corporation Nonemployee Officer and Director
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
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AMENDMENT TWO
TO THE
NICHOLS RESEARCH CORPORATION
NON-EMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation Non-Employee
Officer and Director 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
September 1, 1993, the last sentence of Section 2 of the Plan is hereby
deleted in its entirety and the following new sentence is substituted in
its place:
Options may not be granted under the Plan after October 24, 2003;
provided, however, that all options outstanding as of that date shall
remain or become exercisable pursuant to their terms and terms of the
Plan.
2. Subject to approval by the shareholders of the Company, effective
September 1, 1993, subparagraph(g) of Section 8 of the Plan is hereby
deleted in its entirety and the following new subparagraph is substituted
in its place:
(g) permit the granting of options under the Plan after October
24, 2003.
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
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AMENDMENT THREE
TO THE
NICHOLS RESEARCH CORPORATION
NON-EMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation Non-Employee
Officer and Director 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 paragraph of Section 3 of the Plan is hereby
deleted in its entirety and the following new paragraph is substituted in
its 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.
2. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the fourth sentence of Section 4 of the Plan is hereby
deleted in its entirety.
3. Subject to approval by the shareholders of the Company, effective
November 1, 1996, Section 8 of the Plan is hereby deleted in its entirety
and the following new Section 8 is substituted in its place:
8. AMENDMENT OF THE PLAN.
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 the maximum number of
shares which may be subject to the Plan, (b) decrease the price
at which options may be granted, or (c) remove the administration
of the Plan from the Committee.
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
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AMENDMENT FOUR
TO THE
NICHOLS RESEARCH CORPORATION
NON-EMPLOYEE OFFICER AND DIRECTOR STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation Non-Employee
Officer and Director Stock Option Plan (the "Plan"), Nichols Research
Corporation (the "Company"), hereby amends the Plan as follows:
1. Effective September 1, 1997, Section 6(d) of the Plan is hereby
deleted in its entirety and the following new Section 6(d) is substituted
in its place:
(d) MEDIUM OF PAYMENT. The option recipient may pay the
option price in cash, by means of unrestricted shares of the
Company's Common Stock, or in any combination thereof.
Notwithstanding the foregoing, shares of the Company's Common
Stock may be used to exercise an option only if the number of
shares for which the option is then being exercised is at least
five hundred (500) shares. The option recipient must pay for
shares received pursuant to an option exercise on or before the
date of such exercise. Payment in currency or by check, bank
draft, cashier's check, or postal money order shall be considered
payment in cash. In the event of payment in the Company's Common
Stock, the shares used in payment of the option price shall be
taken at the Fair Market Value of such shares on the date they
are tendered to the Company. The shares purchased upon exercise
of an option with shares of the Company's Common Stock owned by
the option recipient may not be sold, exchanged, pledged or
otherwise transferred during the one (1) year period following
such purchase and shall bear the following restrictive legend:
The shares represented by this certificate were
acquired with shares of Nichols Research Corporation
common stock and, therefore, pursuant to the terms of
Section 6(d) of the Nichols Research Corporation
Non-Employee Officer and Director Stock Option Plan,
may not be sold, exchanged, pledged or otherwise
transferred during the one (1) year period commencing
on the date shown on the face of this certificate.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 15th day of May, 1997.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Its Chief Executive Officer
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