As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
SYNETIC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-2975182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
669 River Drive
Elmwood Park, New Jersey 07407-1361
(Address of Principal Executive Offices)
1989 CLASS A STOCK OPTION PLAN
1989 CLASS B STOCK OPTION PLAN
1991 DIRECTOR STOCK OPTION PLAN
STOCK OPTION AGREEMENTS BETWEEN SYNETIC, INC.
AND CERTAIN INDIVIDUALS
(Full title of the plan)
-------------------------
CHARLES E. MELE, ESQ.
Vice President - General Counsel
Synetic, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
(Name and address of agent for service)
(201) 703-3400
(Telephone number, including area code, of agent for service)
-------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=============================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Aggregate Aggregate Registration
Registered Registered Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 30,000 Shares $30.25(*) $907,500.00 $275.00
par value $.01 per share
830,000 Shares $10.00(*) $8,300,000.00 $2,515.15
850,000 Shares $47.375(**) $40,268,750.00 $12,202.65
----------
$14,992.80
==========
=============================================================================================================================
(*) Pursuant to Rule 457(h), offering prices are based on the exercise price of
the options.
** The price shown is the average of the high and low prices of the Common
Stock on the New York Stock Exchange consolidated reporting system on
February 4, 1997, in accordance with Rule 457(c), and is being utilized
solely for the purpose of calculating the registration fee.
</TABLE>
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
"Securities Act"), and the "Note" to Part I of Form S-8.
<PAGE>
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated as of their respective dates in
this Registration Statement by reference:
(i) the annual report on Form 10-K for Synetic, Inc., a
Delaware corporation (the "Registrant"), for the fiscal year ending
June 30, 1996;
(ii) the Registrant's quarterly report on Form 10-Q for
the period ended September 30, 1996; and
(iii) the description of the common stock, par value $0.01
per share, contained in the Registrant's Registration Statement on Form
S-1 (File No. 33-43577) filed with the Commission on November 1, 1991
for registration of common stock under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
All documents filed 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 which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Eleven of the Registrant's Certificate
of Incorporation and Section 6.5 of the Registrant's By-Laws entitles officers,
<PAGE>
4
directors and controlling persons of the Registrant to indemnification to the
full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.
Article Thirteen of the Registrant's Certificate of Incorporation
provides that no director shall have any personal liability to the Registrant or
its stockholders for any monetary damages for breach of fiduciary duty as a
director, provided that such provision does not limit or eliminate the liability
of any director (i) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (involving certain unlawful dividends or stock repurchase) or (iv) for
any transaction from which such director derived an improper personal benefit.
Amendment to such article does not affect the liability of any director for any
act or omission occurring prior to the effective time of such amendment.
Reference is made to Section 7 of the form of Standby Agreement to be
included as Exhibit 1.1 hereto, which provides certain indemnification rights to
the directors and officers of the Registrant with respect to information by or
on behalf of the Purchasers for use in this Registration Statement.
Reference is made to the Form of Indemnification Agreement between the
Registrant and its directors and officers filed as Exhibit 10.6 to this
Registration Statement pursuant to which the registrant has agreed to indemnify
such directors and officers to the fullest extent permitted by Delaware law, as
the same may be amended from time to time.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description of Document
4.1* Synetic, Inc. 1989 Class A Stock Option Plan
4.2* Synetic, Inc. 1989 Class B Stock Option Plan
4.3* Synetic, Inc. 1991 Director Stock Option Plan
4.4+ Stock Option Agreement between Synetic, Inc. and
Carl Kanter.
4.5+ Form of Stock Option Agreement between Synetic, Inc.
and the following optionees: James V. Manning,
Victor L. Marrero, David J. Schlanger, Pamela B.
Spira, Paul C. Suthern and Anthony Vuolo.
5+ Opinion of Shearman & Sterling, counsel to the
Registrant as to the legality of the common stock
registered hereby.
23.1+ Consent of Arthur Andersen & Co.
23.2+ Consent of Emens, Kegler, Brown, Hill & Ritter, Co.,
L.P.A.
23.3+ Consent of Shearman & Sterling (included in
Exhibit 5).
24+ Powers of Attorney (included on signature page).
* Previously Filed
+ Filed herewith
<PAGE>
5
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of securities registered hereby, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the Registration Statement
shall be 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 Securities 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, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Elmwood Park, in the State of New Jersey, on the 11 day of
February, 1997.
SYNETIC, INC.
By: /s/Victor L. Marrero
------------------------------
Name: Victor L. Marrero
Title: Vice President- Finance
Chief Financial Officer
<PAGE>
7
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on February 11, 1997.
Signature Title
--------- -----
*
- ----------------------------- Chairman of the Board
(Martin J. Wygod)
*
- ----------------------------- President and Chief Executive Officer
(James V. Manning)
/s/ Victor L. Marrero Vice President - Finance and
- ----------------------------- Chief Financial Officer
(Victor L. Marrero)
*
- ----------------------------- Director
(Thomas R. Ferguson)
*
- ----------------------------- Director
(Mervyn L. Goldstein)
*
- ----------------------------- Director
(Ray E. Hannah)
*
- ----------------------------- Director
(Roger H. Licht)
*
- ----------------------------- Director
(Per G.H. Lofberg)
*
- ----------------------------- Director
(Charles A. Mele)
*
- ----------------------------- Director
(Herman Sarkowsky)
*
- ----------------------------- Director
(Paul C. Suthern)
*
- ----------------------------- Director
(Albert M. Weis)
*By /s/Victor L. Marrero Attorney-in-Fact
--------------------------
EXHIBIT 4.4
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (this "Agreement") made as of May 1 1992,
between SYNETIC, INC., a Delaware corporation with offices at 100 Summit Avenue,
Montvale, New Jersey 07645 (the "Company"), and CARL KANTER ("Optionee").
RECITAL
The Optionee was granted an option to purchase shares of the Company's
Common Stock as of October 25, 1991, as an inducement to enter into the
Optionee's Employment Agreement with Medco Containment Services, Inc. ("Medco"),
the parent of the Company, dated as of May 1, 1992 (the "Employment Agreement")
pursuant to which the Optionee will render services to Medco and its
subsidiaries including the Company. As a result, the Company has elected to
issue to the Optionee an option to acquire 30,000 shares of its Common Stock.
All terms used herein shall have the same meanings as in the Employment
Agreement, unless otherwise defined.
AGREEMENTS
In consideration of the Recital (which is incorporated by reference)
and the mutual covenants of this Agreement, the Company and Optionee agree as
follows:
1. Confirmation of Grant of Option. The Company hereby confirms
that Optionee has been granted, subject to the terms of this Agreement and the
Employment Agreement, the right (the "Option") to purchase 30,000 shares of
Common Stock, $.01 par value, of the Company. All of the shares of the Company's
Common Stock are hereinafter referred to as the "Common Stock," and the 30,000
shares of Common Stock which are subject to purchase hereunder are hereinafter
referred to as "Shares". Said number of Shares subject to the Option may be
adjusted as provided in Section 10.
2. Exercisability of Option.
2.1. Subject to the terms and conditions of this Agreement
(including Sections 2.3, 2.4 and 2.5), the Option shall become exercisable
(i.e., "vested"):
2.1.1. with respect to 20% of the Shares, on and
after the first anniversary of the commencement of the Employment Period under
the Employment Agreement ("Employment Commencement Date");
<PAGE>
2
2.1.2. with respect to an additional 20% of the
Shares, on and after the second anniversary of the Employment Commencement Date;
2.1.3. with respect to an additional 20% of the
Shares, on and after the third anniversary of the Employment Commencement Date;
2.1.4. with respect to an additional 20% of the
Shares, on and after the fourth anniversary of the Employment Commencement Date;
and
2.1.5. with respect to the remainder of the
Shares, on and after the second business day before the fifth anniversary of the
Employment Commencement Date.
2.2. The unexercised portion of the Option (both vested
and non-vested) shall automatically and without notice terminate and become
null and void at the time of the earliest to occur of the following:
2.2.1. The tenth anniversary of the date of this
Agreement;
2.2.2. Subject to the provisions of Sections 2.3,
2.4 and 2.5 below, 30 days following the date of termination of Optionee's
status as an officer of the Company (during which period vesting shall
continue).
2.3. If Optionee dies while employed by Medco or within
the 30-day period following the date of termination of Optionee's employment
(described in Section 2.2.2), any unexercised portion of the Option which was
otherwise exercisable on the date of death shall be exercisable by Optionee's
personal representatives or heirs at law, if no personal representative is
required by the governing state law, at any time within the one-year period from
date of death. Notwithstanding anything to the contrary contained herein, if (a)
Optionee dies during the Employment Period or (b) the Optionee's employment with
Medco is terminated pursuant to Section 4.7 of the Employment Agreement by
reason of subclause (ii) thereof or by reason of subclause (i) thereof and the
Executive has submitted within 60 days of such termination by reason of
subclause (i) to an examination by a duly licensed physician selected by Medco
and such physician has determined that the Executive has a Permanent Disability,
then, in each such case, 80% of the Shares (inclusive of such number of Shares
as to which the Option theretofore became vested) subject to the Option shall
automatically and immediately become exercisable and vested on the date of death
or the date of termination pursuant to Section 4.7 by reason of subclause (ii)
or the determination by such physician that the Executive has a Permanent
Disability, as the case may be.
<PAGE>
3
2.4. Notwithstanding anything to the contrary contained
herein, if a Change of Control (as defined below) has occurred during the
Employment Period and following such Change of Control Optionee's employment
with the Company is terminated "without cause," 100% of the then unvested Shares
subject to the Option shall automatically and immediately become exercisable and
vested on the effective date of Optionee's termination of employment and any
unexercised Shares shall remain exercisable only for the time period specified
in Section 2.2.
For purposes of this Agreement, "Change of Control" shall mean (1) a
merger of Medco into another entity (other than an entity controlled or jointly
controlled by Medco), or (2) a merger of another entity (other than an entity
controlled or jointly controlled by Medco) into Medco, or (3) a sale of all or
substantially all of the assets of Medco to another entity (other than an entity
controlled or jointly controlled by Medco), or (4) an entity, that is not
controlled or jointly controlled by Medco, becomes the beneficial owner of more
than fifty percent of the outstanding common stock of Medco, or (5) a successful
solicitation of shareholder proxies occurs, the purpose of which is to remove
from the Board of Directors those directors which have been proposed by the
incumbent management of Medco; provided that after each such occurrence there
results a change in the composition of the Board of Directors of Medco (or the
surviving entity, as the case may be) such that the individuals who were the
directors of Medco prior to such occurrence do not constitute at least fifty
percent of the Board of Directors of Medco (or the surviving entity, as the case
may be) immediately after such occurrence; and provided, further, that after any
such occurrence, Martin J. Wygod is not a member of senior management of Medco
(or the surviving entity, as the case may be).
2.5. In the event that (i) Optionee's employment with
Medco is terminated "without cause" or (ii) the Optionee's bona fide termination
of his employment with the Company pursuant to Section 7.2 of the Employment
Agreement (other than a termination pursuant to Section 7.3 after a Change of
Control, which shall be governed by Section 2.4), the Shares subject to the
Option will continue to vest, in accordance with the schedule set forth in
Section 2.1, until the later to occur of (a) one year from the date of
termination of Optionee's employment or (b) the second anniversary of the
Employment Commencement Date. In each case, the unexercised portion of the
Option shall automatically and without notice terminate and become null and void
30 days following the final vesting of Shares pursuant to this Section 2.5.
2.6. Notwithstanding anything to the contrary contained
herein, in no event shall the Option be exercisable after the expiration of ten
years from the date of this Agreement.
<PAGE>
4
3. Method of Exercise of Option. The Option may be exercised by
Optionee (or by Optionee's personal representatives or heirs at law, as provided
in Section 2, but by no other person) as to all or (at Optionee's election) part
of the Shares as to which the Option is then exercisable (that is, vested) under
Section 2 by giving written notice of exercise to the Company at its principal
business office, specifying the number of Shares for which the Option is
exercised, accompanied by payment in full for such Shares (as determined
pursuant to Section 4) together with any amount required for payroll withholding
tax under all applicable federal, state or local laws or regulations or payment
may be made by the Optionee by any other method or at any other time at which
the policies of the Company's Stock Option Committee permit as to other options.
The failure to exercise the Option, in whole or in part, as to any vested
exercise rights shall not constitute a waiver of these rights. The Company shall
cause certificates for the Shares so purchased to be delivered to Optionee or
Optionee's personal representatives or heirs at law, at its principal business
office, against payment in full of the Option price for such Shares (as
determined pursuant to Section 4), as soon as practicable following receipt of
the notice of exercise and the applicable purchase price. The purchase price
shall be paid in cash or by certified or official bank check.
4. Option Price. Subject to adjustment as provided in Section
10, the purchase price of the Shares covered by this Agreement shall be $30.25
per share.
5. Non-Transferability of Option. The Option shall not be
transferable otherwise than by will or by the laws of descent and distribution.
Without limiting the generality of the foregoing, the Option may not be
assigned, transferred (except as permitted in the preceding sentence), pledged
or hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to levy, attachment or similar process. Any attempt to assign,
transfer, pledge or hypothecate the Option contrary to the provisions of this
Agreement, and any levy, attachment or similar process upon the Option shall be
null and void and without effect, and the Company's Board of Directors or the
Stock Option Committee thereof may, in its discretion, upon the happening of any
such event, terminate the Option as of the date of such event.
6. No Rights Prior to Issuance of Shares. The holder of the
Option shall not have any rights to dividends nor any other rights of a
shareholder with respect to the Shares covered by the Option until the Shares
have been issued (as evidenced by the appropriate entry on the books of the
transfer agent of the Company) following exercise of the Option prior to its
termination.
7. Section 9 of the Employment Agreement Violation.
Notwithstanding anything to the contrary contained herein, in the event of a
material breach by the Optionee at any time of the provisions of Section 9 of
the Employment Agreement and termination of employment of the Executive if not
previously terminated, the unexercised portion of the
<PAGE>
5
Option (both vested and non-vested) shall automatically and without notice
terminate and become null and void.
8. Restrictions on Exercise and on Common Stock.
8.1. The Shares issued upon exercise of the Option shall
be issued only to Optionee or a person permitted to exercise the Option pursuant
to Section 2.3. Each share certificate representing Shares purchased upon
exercise of the Option shall bear a legend stating that the Shares evidenced
thereby may not be sold or transferred except in compliance with the Securities
Act of 1933, as amended (the "1933 Act"), and the provisions of the Employment
Agreement. The certificate(s) may be made subject to a stop transfer order
placed with the Company's transfer agent.
8.2. Notwithstanding any other provision of this
Agreement, unless the issuance of Shares upon exercise of the Option shall then
be covered by an effective registration statement under the 1933 Act (which the
Company shall have no obligation to file but has the present intention to file a
Registration Statement on Form S-8 covering such Shares), the Company shall have
no obligation to issue any Shares pursuant to an exercise of the Option in the
absence of an opinion of counsel to the Company that said sale may be effected
pursuant to an exemption from the registration requirements of the 1933 Act. If
the Company's Common Stock is not then publicly traded, the Company shall have
no obligation to file a registration statement or take other steps to permit the
Shares to be issued in compliance with the 1933 Act. It shall be a further
condition to the Company's obligation to issue and deliver to Optionee
certificates for those Shares, that Optionee deliver to the Company in writing a
representation that such Optionee is exercising such Option for his own account
(and, unless the Shares are then registered under the 1933 Act,) for investment
only and not with a view to distribution and that the Optionee will not make any
sale, transfer or other disposition of any Shares purchased except (i) pursuant
to the registration thereof under the 1933 Act, (ii) pursuant to an opinion of
counsel satisfactory in form and substance to the Company that the sale,
transfer or other disposition may be made without registration, or (iii)
pursuant to a "no-action" letter from the Securities and Exchange Commission.
Optionee has been advised and understands the Shares must be held indefinitely
unless they are registered for resale under the 1933 Act or an exemption from
registration is available and that the Company is under no obligation to
register those Shares under the 1933 Act for resale or to take any action which
would make available to the holder any exemption from registration.
9. Right to Terminate Employment. This Agreement does not
constitute a contract of, or an implied promise to continue, Optionee's
employment or status with Medco or any subsidiary of Medco; and nothing
contained in this Agreement shall confer upon Optionee the right to continue
such employment or status; nor does this Agreement affect the right of Medco to
terminate Optionee's employment at any time. Optionee shall have no
<PAGE>
6
rights in the benefits conferred by the Option or in any Shares except to the
extent the Option is exercised while vested and prior to termination.
Termination of the Option by reason of cessation of employment shall give no
rise for any claim for damages by Optionee under this Agreement and shall be
without prejudice to any rights or remedies which Medco or any subsidiary of
Medco may have against Optionee.
10. Adjustment.
10.1. The number and price per Share covered by the Option,
and any other rights under the Option, shall be appropriately adjusted, as
deemed appropriate by the Company's Board of Directors or the Stock Option
Committee, as the case may be (whose good faith determination shall be absolute
and binding upon the Optionee), to reflect any subdivision (stock split) or
consolidation (reverse split) of the issued Common Stock of the Company, or any
other recapitalization of the Company, or any business combination or other
transaction involving the Company, which shall substantially affect the rights
of holders of Common Stock. The Stock Option Committee or the Board of
Directors, as the case may be, shall provide for appropriate adjustment of the
Option in the event of stock dividends or distributions of assets or securities
of other companies owned by the Company to stockholders relating to Common Stock
for which the record date is prior to the date the Shares purchased by exercise
of the Option are issued or transferred, except that no such adjustment shall be
made for cash dividends or stock dividends of 10% or less (cumulatively, in the
aggregate).
10.2. In the event of a change in the presently authorized
Common Stock of the Company which is limited to a change of all of its presently
authorized shares of Common Stock with par value into the same number of shares
without par value, or any change of all of the then authorized shares of Common
Stock with par value into the same number of shares with a different par value,
the shares resulting from any such change shall be deemed to be Shares as
defined in Section 1, and no change in the number of shares covered by the
Option or in the Option Price shall take place.
11. Notices. Each notice relating to this Agreement shall be in
writing and delivered in person or by certified mail to the proper address.
Each notice to the Company shall be addressed to it at its principal office,
attention of the Vice President - Treasurer, with a copy to the Executive Vice
President - General Counsel. Each notice to Optionee (or other person or persons
then entitled to exercise the Option) shall be addressed to Optionee (or such
other person or persons) at Optionee's most recent address on the books of the
Company. Anyone to whom a notice may be given under this Agreement may designate
a new address by notice to that effect. Each notice shall be deemed to have been
given on the day it is received.
<PAGE>
7
12. Benefits of Agreement. This Agreement shall inure to the
benefit of and be binding upon each successor of the Company. Subject to Section
2.3, rights granted to the Company under this Agreement shall be binding upon
Optionee's personal representatives and heirs at law.
13. Source of Rights. This Agreement and the Employment Agreement
shall be the sole and exclusive source of any and all rights which Optionee, and
Optionee's personal representatives or heirs at law, may have in respect of the
Option as granted hereunder. In the event of any conflict between the provisions
of the Employment Agreement and of this Agreement, the provisions of the
Employment Agreement shall prevail.
14. Captions. The captions contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
15. Interpretation and Construction. The good faith
interpretation and construction by the Board of Directors or by the Stock Option
Committee of any provision of this Agreement shall be final and conclusive and
binding on the parties hereto.
16. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New Jersey without
regard to any principles of conflict of laws.
Execution
The parties signed this Agreement as of the day and year first above
written, whereupon it became binding in accordance with its terms.
SYNETIC, INC.
By:
----------------------------------
James V. Manning
Senior Executive Vice President -
Finance
---------------------------------------
CARL KANTER
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (this "Agreement") made as of December 7, 1994,
between SYNETIC, INC., a Delaware corporation (the "Company"), and [Name of
Optionee] ("Optionee").
RECITAL
The Company desires to provide Optionee with an opportunity to acquire
shares of Common Stock of the Company, subject to stockholder approval. As a
result, the Company has elected to issue to Optionee an option to acquire
125,000 shares of its Common Stock (as defined below) and intends that such
option comply with the requirements of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). To the extent that any provision
of this Agreement or any action by the Board (as defined below) or the Committee
(as defined below) fails to comply with all applicable conditions of Rule 16b-3
or its successors under the Exchange Act, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Board or the Committee.
Moreover, in the event that this Agreement does not include a provision required
by Rule 16b-3 to be stated herein, such provision (other than one relating to
price and amount of Options) shall be deemed automatically to be incorporated by
reference into this Agreement if the Optionee is subject to Section 16 of the
Exchange Act.
AGREEMENTS
In consideration of the Recital (which is incorporated by reference)
and the mutual covenants of this Agreement, the Company and Optionee agree as
follows:
1. Confirmation of Grant of Option. Pursuant to a determination
by the Stock Option Committee of the Board of Directors of the Company (the
"Board"), effective as of the date first set forth above (the "Date of Grant"),
the Company hereby confirms that Optionee has been granted, subject to the terms
of this Agreement and approval by the Company's stockholders at the 1994 Annual
Meeting of Stockholders, the right (the "Option") to purchase 125,000 shares of
Common Stock, $.01 par value, of the Company ("Common Stock"). All of the shares
hereunder are hereinafter referred to as "Shares". Said number of Shares subject
to the Option may be adjusted as provided in Section 9. As used herein,
"Committee" shall mean the Stock Option Committee of the Board (and any
successor committee appointed by the Board), which shall consist of two or more
directors of the Company, all of whom shall be "disinterested" within the
meaning of Rule 16b-3(c)(2)(i) promulgated under the Exchange Act.
<PAGE>
2
2. Exercisability of Option.
2.1. Subject to the terms and conditions of this Agreement
(including Sections 2.3, 2.4 and 2.5), the Option shall become exercisable
(i.e., "vested"):
2.1.1. with respect to 20% of the Shares, on and
after the first anniversary of the Date of Grant;
2.1.2. with respect to an additional 20% of the
Shares, on and after the second anniversary of the Date of Grant;
2.1.3. with respect to an additional 20% of the
Shares, on and after the third anniversary of the Date of Grant;
2.1.4. with respect to an additional 20% of the
Shares, on and after the fourth anniversary of the Date of Grant; and
2.1.5. with respect to the remainder of the Shares,
on and after the fifth anniversary of the Date of Grant.
Notwithstanding the foregoing, unless otherwise permitted by
the Committee, the Option shall not become exercisable until the date six months
following the date that the grant of the Option is approved by the stockholders
of the Company at the Company's 1994 Annual Meeting of Stockholders.
2.2. The unexercised portion of the Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:
2.2.1. The tenth anniversary of the Date of Grant;
2.2.2. Subject to the provisions of Sections 2.3,
2.4, 2.5 and 2.6 below, 90 days following the date of termination of Optionee's
status as an employee of the Company for any reason in the case of the vested
portion of the Option and immediately following such date of termination in the
case of the unvested portion of the Option, provided that if, prior to the
expiration of such 90-day period, Optionee is retained as a consultant by the
Company, Optionee shall be deemed to continue to be an employee of the Company
for purposes of this Section 2.2 and Section 2.3 until 90 days following the
date Optionee shall cease to be so retained, unless the Board or the Committee
shall determine, in its sole discretion, that retention of Optionee as a
consultant shall not be deemed to result in continuation as an employee for
purposes of this Section 2.2 and Section 2.3 with respect to either (a) all
Shares covered by the Option or (b) the Shares for which the Option has not yet
become exercisable, pursuant to Section 2.1, as of the date of termination of
employment. Any such continuation shall not be deemed the grant of a new Option.
<PAGE>
3
2.3. If Optionee dies while an employee of the Company or
within the 90-day period following the date of termination of Optionee's status
as an employee of the Company, any unexercised portion of the Option which was
otherwise exercisable on the date of death shall be exercisable by Optionee's
personal representatives or, if no personal representative is required by the
governing state law, Optionee's heirs at law, at any time within the one-year
period from the date of death.
2.4. If Optionee's employment is terminated by the Company
for any reason other than for "Cause" (as defined below), the Option shall
continue after such termination in accordance with its terms until the later of
(a) one year following the date of such termination and (b) one year following
the second vesting of the Option. For purposes of this Agreement, "Cause" shall
mean:
(a) a determination in good faith by the Board that
Optionee's actions or inactions as to the performance
of duties and responsibilities reasonably required of
Optionee constituted gross negligence or willful
misconduct; or
(b) Optionee's failure to conform in all material
respects with any significant business policies or
procedures of the Company as determined, in good
faith, by the Board; or
(c) any willful and material violation by Optionee of any
federal or state law or regulation applicable to the
business of the Company, or Optionee's conviction of
a felony, or any willful perpetration by Optionee of
a common law fraud.
2.5. Notwithstanding any other provision of this
Agreement, the right to exercise any unvested portion of the Option may be
accelerated by the Board or the Committee and shall accelerate, without any
action by the Board or the Committee (which event shall not be deemed the grant
of a new option), eighteen months following a Change of Control (as defined
below) and will become immediately exercisable following a Change of Control
upon the occurrence of any of the following:
(a) termination of Optionee by the Company without Cause,
(b) resignation by Optionee for "Good Reason" (as defined
below), or
(c) Optionee's death or disability.
<PAGE>
4
2.5.1. For purposes of this Agreement, "Good
Reason" shall mean:
(a) the Company's material breach of any material terms
of an employment agreement between Optionee and the
Company (an "Employment Agreement"), if any;
(b) relocation without Optionee's consent to an office
outside the greater New York City Metropolitan area;
(c) any material change in Optionee's duties or
responsibilities that results in:
(i) Optionee no longer having duties and
responsibilities equal to or greater than
those prior to the "Change of Control", or
(ii) Optionee being required, without consent, to
devote more than a de minimis amount of time
to an area of activity Optionee is not
engaged in as of the "Change of Control"
date.
2.5.2. For purposes of this Agreement, a "Change of
Control" shall be deemed to have occurred if:
(a) both (i) any person, entity or group shall
have acquired at least 50% of the voting power of the outstanding
voting securities of the Company, excluding, for purposes of computing
the number of voting securities outstanding, any such voting securities
required, pursuant to the Amended and Restated Investment Agreement,
dated as of September 13, 1994, between the Company and Martin J. Wygod
(the "Investment Agreement"), to be voted in the manner set forth in
Sections 3(a)(i) or 4(a)(i), as the case may be, of the Investment
Agreement ("50% Voting Power") and (ii) following such acquisition of
50% Voting Power, the Chairman of the Board and the Chief Executive
Officer of the Company immediately prior to the acquisition of 50%
Voting Power shall cease to hold one or more of the following
positions: Chairman of the Board or Chief Executive Officer of the
Company or a senior executive officer of the acquirer of 50% Voting
Power, in each case with duties and responsibilities greater than or
substantially equivalent to those prior to such acquisition of 50%
Voting Power; or
(b) both (i) a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company ("Business Combination") shall have
occurred and (ii) following such Business Combination, the Chairman of
the Board and the Chief Executive Officer of the Company immediately
prior to such Business Combination shall cease to be Chairman of the
Board or Chief
<PAGE>
5
Executive Officer of, or to hold a senior executive position in, the
corporation resulting from such Business Combination, with duties and
responsibilities greater than or substantially equivalent to those
prior to such Business Combination; or
(c) a complete liquidation or dissolution of the
Company shall have occurred.
2.6. Notwithstanding anything to the contrary contained
herein, in no event shall the Option be exercisable after the expiration of ten
years from the date of this Agreement.
3. Method of Exercise of Option. The Option may be exercised by
Optionee (or by Optionee's personal representatives or heirs at law, as provided
in Section 2, but by no other person) as to all or (at Optionee's election) part
of the Shares as to which the Option is then exercisable (that is, vested) under
Section 2 by giving written notice of exercise to the Company at its principal
business office, specifying the number of Shares for which the Option is
exercised, accompanied by payment in full for such Shares (as determined
pursuant to Section 4) together with any amount required for payroll withholding
tax under all applicable federal, state or local laws or regulations. The
failure to exercise the Option, in whole or in part, as to any vested exercise
rights shall not constitute a waiver of these rights. The Company shall cause
certificates for the Shares so purchased to be delivered to Optionee or
Optionee's personal representatives or heirs at law, at its principal business
office, against payment in full of the Option price for such Shares (as
determined pursuant to Section 4), as soon as practicable following receipt of
the notice of exercise and the applicable purchase price. The Option price shall
be paid in cash, certified check or bank draft, or (if the shares of Common
Stock of the Company are then publicly traded) in fully paid shares of Common
Stock of the Company (valued for this purpose at their then fair market value
determined by the Committee), consistent with practices permitted by the
Committee or a combination of the two.
4. Option Price. Subject to adjustment as provided in Section 9,
the purchase price of the Shares covered by this Agreement shall be $10.00 per
Share.
5. Non-Transferability of Option. The Option shall not be
transferable otherwise than by will or by the laws of descent and distribution.
Without limiting the generality of the foregoing, the Option may not be
assigned, transferred (except as permitted in the preceding sentence), pledged
or hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to levy, attachment or similar process. Any attempt to assign,
transfer, pledge or hypothecate the Option contrary to the provisions of this
Agreement, and any levy, attachment or similar process upon the Option shall be
null and void and without effect, and the Board or the Committee may, in its
discretion, upon the happening of any such event, terminate the Option as of the
date of such event.
<PAGE>
6
6. No Rights Prior to Issuance of Shares. The holder of the
Option shall not have any rights to dividends nor any other rights of a
shareholder with respect to the Shares covered by the Option until the Shares
have been issued (as evidenced by the appropriate entry on the books of the
transfer agent of the Company) following exercise of the Option prior to its
termination.
7. Restrictions on Exercise and on Common Stock.
7.1. The Shares issued upon exercise of the Option shall
be issued only to Optionee or a person permitted to exercise the Option pursuant
to Section 2.3. Each share certificate representing Shares purchased upon
exercise of the Option shall bear a legend stating that the Shares evidenced
thereby may not be sold or transferred except in compliance with the Securities
Act of 1933, as amended (the "1933 Act"). Unless the Shares are covered by an
effective Registration Statement as provided in the following paragraph, the
certificate(s) may be made subject to a stop transfer order placed with the
Company's transfer agent.
7.2. Notwithstanding any other provision of this
Agreement, unless the issuance of Shares upon exercise of the Option shall then
be covered by an effective registration statement under the 1933 Act (which the
Company hereby agrees promptly to file on Form S-8 or another appropriate form,
unless the Company reasonably determines at the time of such exercise that the
sale of Shares by Optionee at such time would violate applicable law (other than
a violation relating to the failure to register the Shares as required
hereunder), with respect to insider trading or otherwise, or then existing
policies of the Company consistently applied to all senior officers of the
Company holding options to purchase Common Stock), the Company shall have no
obligation to issue any Shares pursuant to an exercise of the Option unless the
Company concludes, in good faith, that said sale may be effected pursuant to an
exemption from the registration requirements of the 1933 Act and applicable
state blue sky laws. If the Company's Common Stock is not then publicly traded,
the Company shall have no obligation to file a registration statement or take
other steps to permit the Shares to be issued in compliance with the 1933 Act
and applicable state blue sky laws. It shall be a further condition to the
Company's obligation to issue and deliver to Optionee certificates for those
Shares, that Optionee deliver to the Company in writing a representation that
such Optionee is exercising such Option for his own account and, unless the
Shares are then registered under the 1933 Act, for investment only and not with
a view to distribution and that the Optionee will not make any sale, transfer or
other disposition of any Shares purchased except (i) pursuant to the
registration thereof under the 1933 Act, (ii) pursuant to an opinion of counsel
satisfactory in form and substance to the Company that the sale, transfer or
other disposition may be made without registration, or (iii) pursuant to a
"no-action" letter from the Securities and Exchange Commission. Optionee has
been advised and understands that the Shares must be held indefinitely unless
they are registered for resale under the 1933 Act or an exemption from
registration is available and that the Company is under no obligation to take
any action which would make available to the holder any exemption from
registration. In the event any Option hereunder terminates during a period
during which the Shares are not registered pursuant to an S-8 Registration
<PAGE>
7
(or otherwise), the termination of such Option shall be suspended until 90 days
after such registration has become effective. With respect to Shares registered
for resale under the 1933 Act, the Company will provide Optionee with customary
indemnification agreements from liability arising under the 1933 Act and related
laws and regulations.
8. Right to Terminate Employment. This Agreement does not
constitute a contract of, or an implied promise to continue, Optionee's
employment or status with the Company or any subsidiary of the Company; and
nothing contained in this Agreement shall confer upon Optionee the right to
continue such employment or status; nor does this Agreement affect the right of
the Company to terminate Optionee's employment at any time. Optionee shall have
no rights in the benefits conferred by the Option or in any Shares except to the
extent the Option is exercised while vested and prior to termination.
Termination of the Option by reason of rightful termination of employment shall
give no rise for any claim for damages by Optionee under this Agreement and
shall be without prejudice to any rights or remedies which the Company or any
subsidiary of the Company may have against Optionee.
9. Adjustment.
9.1. In the event of any subdivision (stock split) or
consolidation (reverse split) of the issued Common Stock of the Company, or any
other recapitalization of the Company, or any business combination or other
transaction involving the Company, which shall substantially affect the rights
of holders of Common Stock, the Board or the Committee shall make such
appropriate adjustments to the number of Shares and price per Share covered by
the Option, and any other rights under the Option, as deemed appropriate by the
Board or the Committee, as the case may be (whose good faith determination shall
be absolute and binding upon Optionee), to provide Optionee with a benefit
equivalent to that to which Optionee would have been entitled if such event had
not occurred; provided, however, that if, as a result of such event, the Common
Stock is no longer publicly traded, the Board or the Committee shall make such
appropriate adjustments to the unvested portion of the Option, as deemed
appropriate by the Board or the Committee, as the case may be (whose good faith
determination shall be absolute and binding upon Optionee), to provide Optionee
with a benefit equivalent to that to which Optionee would have been entitled if
Optionee would have had the right to exercise any unvested portion of the Option
immediately prior to such event. The Committee or the Board, as the case may be,
shall provide for appropriate adjustment of the Option in the event of stock
dividends or distributions of assets or securities of other companies owned by
the Company to stockholders relating to Common Stock for which the record date
is prior to the date the Shares purchased by exercise of the Option are issued
or transferred, except that no such adjustment shall be made for cash dividends
or stock dividends of 10% or less (cumulatively, in the aggregate).
9.2. In the event of a change in the presently authorized
Common Stock of the Company which is limited to a change of all of its presently
authorized shares of Common Stock with par value into the same number of shares
without par value, or any change of all of the then authorized shares of Common
Stock with par value into the same
<PAGE>
8
number of shares with a different par value, the shares resulting from any such
change shall be deemed to be Shares as defined in Section 1, and no change in
the number of shares covered by the Option or in the Option price shall take
place.
10. Taxes. If the Company shall be required to withhold any
amounts by reason of any federal, state or local tax rules or regulations in
respect of the payment of cash or the issuance of Shares pursuant to the
exercise of the Option, the Company shall be entitled to deduct and withhold
such amounts from any cash payments to be made to Optionee. In any event,
Optionee shall make available to the Company, promptly when requested by the
Company, sufficient funds or Shares (consistent with practices permitted by the
Committee) to meet such withholding obligations.
11. Notices. Each notice relating to this Agreement shall be in
writing and delivered in person or by certified mail to the proper address. Each
notice to the Company shall be addressed to it at its principal office,
attention of the Chief Financial Officer, with a copy to the Secretary. Each
notice to Optionee (or other person or persons then entitled to exercise the
Option) shall be addressed to Optionee (or such other person or persons) at
Optionee's most recent address on the books of the Company. Anyone to whom a
notice may be given under this Agreement may designate a new address by notice
to that effect. Each notice shall be deemed to have been given on the day it is
received.
12. Benefits of Agreement. This Agreement shall inure to the
benefit of and be binding upon each successor of the Company. Subject to Section
2.3, rights granted to the Company under this Agreement shall be binding upon
Optionee's personal representatives and heirs at law.
13. Source of Rights. This Agreement shall be the sole and
exclusive source of any and all rights which Optionee, and Optionee's personal
representatives or heirs at law, may have in respect of the Option as granted
hereunder. In the event of any conflict between the provisions of an Employment
Agreement, if any, and of this Agreement, the provisions of such Employment
Agreement shall prevail.
14. Captions. The captions contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
15. Interpretation and Construction. The Option shall be
administered by the Committee. The Committee shall have authority to interpret
and construe the terms of the Option, to make all determinations necessary or
advisable for the administration of the Option (including determinations
relating to the delivery of shares of Common Stock in payment of the purchase
price of the Shares covered by the Option and any tax withholding obligations,
subject to compliance with any applicable rules promulgated under Section 16 of
the Exchange Act). The good faith interpretation and construction by the Board
or by the Committee of any provision of this Agreement shall be final and
conclusive and binding on the parties hereto.
<PAGE>
9
16. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey without regard to any
principles of conflict of laws.
Execution
The parties signed this Agreement as of the day and year first
above written, whereupon it became binding in accordance with its terms.
SYNETIC, INC.
By:
--------------------------------
Name: Paul C. Suthern
Title: President
-----------------------------------
[Name of Optionee]
[Letterhead of Shearman & Sterling]
February 11, 1997
Synetic, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
Ladies and Gentlemen:
We have acted as counsel for Synetic, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to 1,710,000 shares (the "Shares") of common
stock, par value $.01 per share, of the Company (the "Common Stock"), to be
issued from time to time pursuant to the Company's 1989 Class A Stock Plan, 1989
Class B Stock Option Plan, 1991 Director Stock Option Plan (the "Plans") and
Option Agreements issued to certain individuals (the "Option Agreements").
In so acting, we have examined the Registration Statement and we
have also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State of
New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the Plans and the Option Agreements
and (b) paid for in full in accordance with the terms of the Plans and the
Option Agreements, the Shares will be validly issued, fully paid and
non-assessable.
<PAGE>
2
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/Shearman & Sterling
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated September 27, 1996 included in Synetic, Inc.'s Form 10-K for the
fiscal year ended June 30, 1996, and to all references to our Firm included in
this Registration Statement.
/s/Arthur Andersen LLP
-------------------------
Arthur Andersen LLP
New York, New York
February 10, 1997
[Emens, Kegler, Brown, Hill & Ritter Letterhead]
February 10, 1997
Synetic, Inc.
669 River Drive
Elmwood Park, NJ 07407-1361
Ladies and Gentlemen:
We hereby consent to the incorporation by reference into the
Synetic, Inc. Registration Statements on Form S-8 filed with the Securities and
Exchange Commission, of the Synetic's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996. We also consent to all reference to our firm included
in such Registration Statement.
Columbus, Ohio Very truly yours,
February 10, 1997
EMENS, KEGLER, BROWN, HILL
& RITTER CO., L.P.A.
By: /s/Jack A. Bjerke
----------------------------------
Jack A. Bjerke, Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Martin J. Wygod
---------------------------
Signature
Martin J. Wygod
---------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Thomas R. Ferguson
---------------------------
Signature
Thomas R. Ferguson
---------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Mervyn L. Goldstein
---------------------------
Signature
Mervyn L. Goldstein
---------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Ray E. Hannah
---------------------------
Signature
Ray E. Hannah
---------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Roger H. Licht
---------------------------
Signature
Roger H. Licht
---------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Per G.H. Lofberg
---------------------------
Signature
Per G.H. Lofberg
---------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Herman Sarkowsky
---------------------------
Signature
Herman Sarkowsky
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Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Paul C. Suthern
---------------------------
Signature
Paul C. Suthern
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Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James V. Manning, Charles A. Mele and Victor L. Marrero, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all Synetic, Inc. Registration
Statements on Form S-8 relating to any Synetic, Inc. option plan or arrangement
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 23 day of January 1997.
/s/Albert M. Weis
---------------------------
Signature
Albert M. Weis
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Print Name
