SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nichols Research Corporation
--------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 63-0713665
- -------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4090 Memorial Parkway, South, Huntsville, Alabama 35815-1502
- -------------------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
Nichols Research Corporation 1988 Employees Stock Purchase Plan
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Chris H. Horgen
Nichols Research Corporation
4090 Memorial Parkway, South
Huntsville, Alabama 35815-1502
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(256)883-1140
- -------------------------------------------------------------------------------
(Telephone Number, including area code, of agent for service)
- -------------------------------------------------------------------------------
The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share (1) Price(1) Registration Fee
- ----------------- ---------------- ------------------- ------------------ ----------------
Common 1,000,000 $25.00 $25,000,000 $6,950
Stock $.01 par shares
value
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(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 $25.00 per share, the average of the high and low price of a share
of common stock on September 15, 1999, as reported on the Nasdaq National
Market.
- 2 -
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
The contents of the Registration Statements on Form S-8 (File Nos. 33-26909
and 333-07164) filed with the Securities and Exchange Commission on February 7,
1989 and June 13, 1997, respectively, relating to the Company's 1988 Employees'
Stock Purchase Plan are hereby incorporated by reference into this Registration
Statement on Form S-8. The purpose of this Registration Statement is to register
1,000,000 additional shares of the Company's common stock resulting from an
increase in the number of shares authorized to be issued under the Plan approved
by the shareholders of the Company on January 14, 1999.
- 3 -
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 20th day of
September, 1999.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Chris H. Horgen
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registra-
tion Statement has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chris H. Horgen
_________________________ Chief Executive Officer and September 20, 1999
Chris H. Horgen Chairman of the Board
Charles A. Leader
_________________________ President, Chief Operating Officer September 20, 1999
Charles A. Leader and Director
Roy J. Nichols
_________________________ Senior Vice President and Director September 20, 1999
Roy J. Nichols
Patsy L. Hattox
_________________________ Chief Administrative Officer, September 20, 1999
Patsy L. Hattox Corporate Vice President, Secretary
and Director
Roger P. Heinish
_________________________ Director September 20, 1999
Roger P. Heinish
- 4 -
John R. Wynn
_________________________ Director September 20, 1999
John R. Wynn
Michael J. Mruz
_________________________ Director September 20, 1999
Michael J. Mruz
_________________________ Director
William E. Odom
James R. Thompson, Jr.
_________________________ Director September 20, 1999
James R. Thompson, Jr.
_________________________ Director
Phil E. DePoy
Thomas L. Patterson
_________________________ Chairman of the Board of Nichols September 20, 1999
Thomas L. Patterson TXEN Corporation and Director
Daniel W. McGlaughlin
_________________________ Director September 20, 1999
Daniel W. McGlaughlin
David Friend
_________________________ Director September 20, 1999
David Friend
Allen E. Dillard
_________________________ Corporate Vice President, Chief September 20, 1999
Allen E. Dillard Financial Officer and Corporate
Treasurer (Principal Financial and
Accounting Officer)
</TABLE>
- 5 -
EXHIBIT INDEX
Exhibit No. Description
5 Opinion and Consent of Lanier Ford Shaver &
Payne, P.C.
23.1 Consent of Lanier Ford Shaver & Payne, P.C.
(included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP
99 Amendments Seven, Eight and Nine to the Nichols
Research Corporation 1988 Employees' Stock
Purchase Plan
- 6 -
OPINION OF LEGAL COUNSEL RE: LEGALITY
LANIER FORD SHAVER & PAYNE, P.C.
P.O. BOX 2087
HUNTSVILLE, ALABAMA 35804
September 22, 1999
Nichols Research Corporation
4090 Memorial Parkway, South
Huntsville, Alabama 35815-1502
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 amendments to the Plan were duly and validly authorized and adopted,
and the additional 1,000,000 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 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.
<PAGE>
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 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-___________) pertaining to Nichols Research Corporation 1988
Employees' Stock Purchase Plan of our report dated October 7, 1998, except for
the restatement related to acquired in-process technology referred to in Note
11, as to which the date is January 7, 1999, with respect to the consolidated
financial statements of Nichols Research Corporation included in its Annual
Report (Form 10-K) for the year ended August 31, 1998, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
September 20, 1999
AMENDMENT NUMBER SEVEN 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:
Effective September 1, 1998, the definition of "Employee" in Article
II of the Plan is hereby deleted in its entirety and the following new
definition of "Employee" is substituted in its place:
"Employee" means all employees (full-time and part-time) of the
Company.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 10th day of April, 1998.
NICHOLS RESEARCH CORPORATION
Michael J. Mruz
By:____________________________________
Its Chief Executive Officer
<PAGE>
AMENDMENT NUMBER EIGHT 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. Effective upon approval by the shareholders of the Company, the first
sentence of Section 4.6 of the Plan is amended to increase by 1,000,000 shares
the aggregate number of shares which may be issued pursuant to option exercises
under the Plan, to 1,769,999 shares of Common Stock.
Except as amended above, the Plan shall remain in full force and effect
according to its terms and provisions.
Done this the 20th day of August, 1998.
NICHOLS RESEARCH CORPORATION
Michael J. Mruz
By:____________________________________
Its Chief Executive Officer
<PAGE>
AMENDMENT NUMBER NINE 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 shareholder approval, effective March 1, 1999, the first
sentence of Section 4.2 is hereby deleted in its entirety and the following new
sentence is substituted in its place:
For any Option Period, the exercise price of each Option shall
be the lesser of:
(a) 85% of the fair market value of the Stock on
the first day of the Option Period, or
(b) 85% of the fair market value of the Stock 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 5th day of November, 1998.
NICHOLS RESEARCH CORPORATION
Michael J. Mruz
By:____________________________________
Its Chief Executive Officer
