Registration No. 333-50801
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM S-4
Registration Statement Under
The Securities Act of 1933
SYNETIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 3089 22-2975182
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Incorporation Classification Identification No.)
or Organization) Code Number)
Synetic, Inc.
669 River Drive, River Drive Center 2
Elmwood Park, New Jersey 07407
(Address and telephone number of Registrant's principal executive offices)
Charles A. Mele, Esq.
Synetic, Inc.
Vice President -- General Counsel
669 River Drive, River Drive Center 2
Elmwood Park, New Jersey 07407
(201) 703-3400
(Name, address and telephone number
of Agent for Service)
Copy to:
Creighton O'M. Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Approximate date of commencement of proposed sale to the public: As promptly
as practicable after this Registration Statement becomes effective and upon the
effective time of the proposed Merger described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding Company and there is compliance with
General Instruction G, check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Be Amount to Be Offering Price Aggregate Amount of
Registered Registered (1) Per Share Offering Price Registration Fee (2)
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Common Stock, $.01 par
<S> <C> <C> <C> <C>
value.................... 1,109,469 Not applicable Not applicable Not applicable
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</TABLE>
(1) Based upon the maximum number of shares of Common Stock that the Registrant
may be required to issue in the Merger, calculated as the product of (i)
870,172 the aggregate number of shares of Common Stock, per share, of Point
Plastics outstanding on June 10, 1998 or issuable pursuant to outstanding
stock options that will be converted into shares of the Registrant's Common
Stock and (ii) an exchange ratio of 1.275 shares of the Registrant's Common
Stock for each share of Point Plastics Common Stock which is the maximum
exchange ratio under the Merger Agreement.
<PAGE>
(2) Pursuant to Rule 457(b), the registration fee has been reduced by the
$3,157.55 paid on April 23, 1998, upon the filing of the Registration
Statement on Form S-4 and the $1,499.84 paid on June 16, 1998, upon the
filing of Amendment No. 1 to the Form S-4. Accordingly, there is no
registration fee payable upon the filing of this Amendment No. 4.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following is a list of Exhibits included as part of this
Registration Statement. The Registrant agrees to furnish supplementally a copy
of any omitted exhibit or schedule to the Commission upon request.
**2.1 Agreement and Plan of Merger dated as of March 6, 1998 among
Synetic Inc., Point Plastics Inc., Plastics Acquisition Corp.,
the trustees of the Point Plastics, Inc. Employee Stock
Ownership Plan and Trust and certain individual holders of
capital stock of Point Plastics (included as Annex IA to the
Proxy Statement/Prospectus).
**2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
May 22, 1998 among Synetic Inc., Point Plastics Inc., Plastics
Acquisition Corp., the trustees of the Point Plastics, Inc.
Employee Stock Ownership Plan and Trust and certain individual
holders of capital stock of Point Plastics (included as Annex
IB to the Proxy Statement Prospectus).
**5.1 Opinion of Shearman & Sterling that the securities being
registered are duly authorized and will be validly issued,
fully paid and non-assessable.
5.2 Advice of Kegler, Brown, Hill & Ritter Co., L.P.A. as to the
statements of law under the caption "Business -- Plastics
Technology Business -- Regulation." (To be filed by amendment)
*8.1 Opinion of Shearman & Sterling as to the United States federal
income tax consequences of the Merger.
*8.2 Opinion of Gray Cary Ware & Freidenrich as to the United
States federal income tax consequences of the Merger.
**23.1 Consent of Linkenheimer, LLP.
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of Shearman & Sterling (included in Exhibits 5.1 and
8.1 to this Registration Statement).
**23.4 Consent of Gray Cary Ware & Freidenrich (included in Exhibit
8.2 to this Registration Statement).
**23.5 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A. (Included
in Exhibit 5.2 to this Registration Statement).
**24.1 Powers of Attorney.
**99.1 Letter from the ESOP Committee of Point Plastics, which
provides a description of the voting and election procedures
for ESOP Participants.
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* Items marked with an asterisk are filed herewith.
** Items marked with two asterisks were previously filed.
<PAGE>
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the Proxy Statement/Prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar amount of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) (ss.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) 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.
(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 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 section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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) (1) The undersigned Registrant hereby undertakes that:
(i) Prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a
part of this Registration Statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable
registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus (i) that
is filed pursuant to the paragraph immediately preceding or (ii) that
purports to meet the requirements of section 10(a)(3) of the Securities
Act and is used in connection with an offering of securities subject to
Rule 415 (ss. 230.415 of this chapter) will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment
<PAGE>
is effective, and that, for purposes 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.
(d) 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 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.
(e) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form S-4,
within one business day of receipt of such requests, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
requests.
(f) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
Company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 4 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on July 23, 1998.
SYNETIC, INC.
By: /s/ Paul C. Suthern
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Paul C. Suthern
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to the Registration Statement has been signed below by the
following persons in the capacities indicated on July 23, 1998.
(1) Principal Executive Officer: (3) The Board of Directors:
By: /s/ Paul C. Suthern James V. Manning
------------------------ Thomas R. Ferguson
Paul C. Suthern Mervyn I. Goldstein
Chief Executive Officer Ray E. Hannah
Roger H. Licht
Bernard A. Marden
Charles A. Mele
Herman Sarkowsky
Paul C. Suthern
Albert M. Weis
Martin J. Wygod
(2) Principal Financial and By: /s/ Paul C. Suthern
Accounting Officer: -----------------------------------
Paul C. Suthern
Individually and as Attorney-in-Fact
By: /s/ Anthony Vuolo
---------------------------
Anthony Vuolo
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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**2.1 Agreement and Plan of Merger dated as of March 6, 1998 among
Synetic Inc., Point Plastics Inc., Plastics Acquisition Corp.,
the trustees of the Point Plastics, Inc. Employee Stock
Ownership Plan and Trust and certain individual holders of
capital stock of Point Plastics (included as Annex IA to the
Proxy Statement/Prospectus).
**2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
May 22, 1998 among Synetic Inc., Point Plastics Inc., Plastics
Acquisition Corp., the trustees of the Point Plastics, Inc.
Employee Stock Ownership Plan and Trust and certain individual
holders of capital stock of Point Plastics (included as Annex
IB to the Proxy Statement Prospectus).
**5.1 Opinion of Shearman & Sterling that the securities being
registered are duly authorized and will be validly issued,
fully paid and non-assessable.
5.2 Advice of Kegler, Brown, Hill & Ritter Co., L.P.A, as to the
statements of law under the caption "Business -- Plastics
Technology Business -- Regulation." (To be filed by amendment)
*8.1 Opinion of Shearman & Sterling as to the United States federal
income tax consequences of the Merger.
*8.2 Opinion of Gray Cary Ware & Freidenrich as to the United
States federal income tax consequences of the Merger.
**23.1 Consent of Linkenheimer, LLP.
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of Shearman & Sterling (included in Exhibits 5.1 and
8.1 to this Registration Statement).
**23.4 Consent of Gray Cary Ware & Freidenrich (included in Exhibit
8.2 to this Registration Statement).
**23.5 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A. (Included
in Exhibit 5.2 to this Registration Statement).
**24.1 Powers of Attorney.
**99.1 Letter from the ESOP Committee of Point Plastics, which
provides a description of the voting and election procedures
for ESOP Participants.
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* Items marked with an asterisk are filed herewith.
** Items marked with two asterisks were previously filed.
EXHIBIT 8.1
[SHEARMAN & STERLING LETTERHEAD]
July 21, 1998
Synetic, Inc.
River Drive Center 2
669 River Drive
Elmwood Park, NJ 07407-1361
Merger of Point Plastics, Inc.
with and into
Acquisition Corp.
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Ladies and Gentlemen:
You have requested our opinion as to certain United States
federal income tax consequences of the merger (the "Merger") of Point Plastics,
Inc., a California corporation (the "Company"), with and into Acquisition Corp.,
a Delaware corporation (the "Purchaser") which is a wholly-owned, directly held
subsidiary of Synetic, Inc., a Delaware corporation (the "Parent"). The Merger
will be effected pursuant to an Agreement and Plan of Merger, dated as of March
6, 1998 (the "Merger Agreement"), among the Parent, the Company and the
Purchaser. Unless otherwise defined, capitalized terms used herein have the
meaning assigned to them in the Merger Agreement.
In delivering our opinion, we have reviewed the Merger
Agreement and the documents attached as Exhibits thereto and have assumed that
the representations and warranties therein are true and correct and that the
parties have complied with and, if applicable, will comply with the covenants
contained therein. In addition, we have relied on the representations made by
the Parent and the Company in letters to us dated July 21, 1998 and have assumed
that such representations will be true and accurate as of the Effective Time.
Based upon the foregoing, in reliance thereon and subject
thereto, and based upon the Internal Revenue Code of 1986, as amended
(the"Code"), the Treasury Regulations promulgated thereunder, judicial
decisions, revenue rulings and revenue procedures of the Internal Revenue
Service, and other administrative pronouncements, all as in effect on the date
hereof, and assuming that the Merger and related transactions will take place in
accordance with the terms of the Merger Agreement, it is our opinion that:
<PAGE>
1. The Merger will be treated for United States federal income
tax purposes as a reorganization qualifying under the provisions of Section
368(a) of the Code; and
2. Each of the Parent, the Purchaser and the Company will be a
party to the reorganization within the meaning of Section 368(b).
No opinion is expressed as to any matter not specifically
addressed above, including the accuracy of the representations or reasonableness
of the assumptions relied upon by us in rendering the opinion set forth above.
The opinion is furnished to you solely for your exclusive use, and it may not be
distributed, published, or relied upon by any other person without our prior
written consent. Our opinion is based on current United States federal income
tax law and administrative practice, and we do not undertake to advise you as to
any future changes in United States federal income tax law or administrative
practice that may affect our opinion unless we are specifically retained to do
so.
Very truly yours,
/s/ SHEARMAN & STERLING
MKW/AFS/jm
EXHIBIT 8.2
[Letterhead of Gray Cary Ware & Freidenrich LLP]
July 21, 1998
Point Plastics Inc.
1320 Scott Street
Petaluma, CA 94954
Ladies and Gentlemen:
This opinion is being delivered to you for the purpose of satisfying
the requirement of Section 6.2(d) of the Agreement and Plan of Merger dated
March 6, 1998, as amended May 22, 1998 (the "Merger Agreement") among Synetic,
Inc., a Delaware corporation ("Parent"), Plastics Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"),
Point Plastics Inc., a California corporation (the "Company") and certain
shareholders of the Company. Pursuant to the Merger Agreement, the Company will
merge with and into the Purchaser (the "Merger"). Unless otherwise defined,
capitalized terms referred to herein have the meanings set forth in the Merger
Agreement. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to the Company in connection with the
preparation and execution of the Merger Agreement. As such, and for the purpose
of rendering this opinion, we have examined and are relying upon (without any
independent investigation or review thereof) the truth and accuracy, at all
relevant times, of the statements, covenants, representations and warranties
contained in the following documents (including all schedules and exhibits
thereto): (1) the Merger Agreement; (2) representations and warranties made to
us by Company, Parent and Purchaser (the "Officers' Certificates"); (3) the
registration statement on Form S-4 of a Joint Proxy Statement/Prospectus of
Parent and the Company (the "Registration Statement"); and (4) such other
instruments and documents related to the formation, organization and operation
of the Company and Parent or to the consummation of the Merger and the
transactions contemplated thereby as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
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2
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to
effectiveness thereof;
2. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification. As to all matters in
which a person or entity making a representation referred to above has
represented that such person or entity either is not a party to, does not have,
or is not aware of, any plan or intention, understanding or agreement, there is
in fact no such plan, intention, understanding or agreement;
3. All statements, descriptions and representations contained in any of
the documents referred to herein or otherwise made to us (including, but not
limited to the Officers' Certificates) are true and correct as of the date
hereof, at the effective date of the Registration Statement and at the Effective
Time, and no actions have been (or will be) taken which are inconsistent with
such statements, descriptions and representations; and
4. The Merger will be consummated in accordance with the Merger
Agreement (and without any waiver, breach or amendment of any of the material
provisions thereof, including no waiver of the requirement that an opinion of
Shearman & Sterling, counsel to Purchaser, substantially identical in substance
to this opinion, be delivered and not be withdrawn), will be effective under the
applicable state law, and will be reported by Parent and the Purchaser on their
respective federal income tax returns in a manner consistent with the opinion
set forth below.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that (1) the Merger will be treated for United States federal
income tax purposes as a reorganization qualifying under the provisions of
Section 368(a) of the Code; and (2) each of the Parent, the Purchaser and the
Company shall be a party to the reorganization within the meaning of Section
368(b) of the Code. In addition to the assumptions set forth above, this opinion
is subject to the exceptions, limitations and qualifications set forth below.
This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or the
courts, and the Internal Revenue Service is not precluded from successfully
asserting a contrary position. Furthermore, no assurance can be given that
future legislative, judicial or administrative changes, on either a prospective
or retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of any
new developments in the application or interpretation of the federal income tax
laws.
<PAGE>
3
This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code and the treatment of the Parent,
the Purchaser and the Company as parties to the reorganization under Section
368(b) of the Code. No opinion is expressed as to any other matter, including
any other tax consequences of the Merger or any other transaction (including any
transaction undertaken in connection with the Merger) under any foreign,
federal, state, or local tax law.
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger Agreement and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.
This opinion has been delivered to you only for the purposes stated. It
may not be relied upon for any other purpose or by any other person or entity,
and may not be made available to any other person or entity without our prior
written consent.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH LLP
GRAY CARY WARE & FREIDENRICH LLP
