As filed with the Securities and Exchange Commission on February 18, 1999
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)
AMENDED & RESTATED 1989 CLASS A STOCK OPTION PLAN
AMENDED & RESTATED 1989 CLASS B STOCK OPTION PLAN
AMENDED & RESTATED 1991 SPECIAL NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
CHARLES A. MELE, ESQ.
Executive 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1) (1)
par value $.01 per share 109,000 Shares $36.88 $ 4,019,920.00 $ 1,117.54
708,400 Shares $36.38 $ 25,771,592.00 $ 7,164.50
24,030 Shares $49.57 $ 1,191,167.10 $ 331.14
(2) (2)
2,658,570 Shares $48.375 $128,608,323.80 $35,753.11
----------
$44,366.29
=================================================================================================================
<FN>
(1) Pursuant to Rule 457(h), the offering price of shares of Common Stock is based on the per share
exercise price of the options.
(2) Pursuant to Rule 457(c) and 457(h), offering prices are based on $48.375 per share for 2,658,570
shares based on the average of the high and low prices of Common Stock on the Nasdaq consolidated
reporting system on February 17, 1999, and is estimated solely for purpose of calculating the
registration fee.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed to register additional
shares of Common Stock, $.01 par value, of Synetic, Inc. (the "Registrant")
issuable upon exercise of stock options granted under Synetic's 1989 Class A
Stock Option Plan, 1989 Class B Stock Option Plan and 1991 Special Non-Qualified
Stock Option Plan. The contents of Registration Statements No.33-34925,
33-34926, 33-46640, 33-46639, 333-21555, and 333-36041 are incorporated by
reference.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the legality of the
issuance of the Common Stock offered hereby will be passed upon for the
Registrant by Shearman & Sterling, New York, New York. Shearman & Sterling is a
limited partner in SN Investors.
The statements of law under the caption "Business-Plastics and
Filtration Technologies Business-Regulation" in the Registrant's annual report
on Form 10-K for fiscal year ended June 30, 1998, are based upon the opinion of
Kegler, Brown, Hill & Ritter Co., L.P.A. Columbus, Ohio, special regulatory
counsel to the Registrant. Robert D. Marotta, Esq., of counsel to such firm,
holds options to purchase 75,000 shares of the Registrant's Common Stock.
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 Amended and
Restated Certificate of Incorporation and Section 6.5 of the Registrant's
By-Laws entitles officers, 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 Amended and Restated
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 breach of such
<PAGE>
director's duty of loyalty to the Registrant or its stockholders, (ii) 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 the Form of Indemnification Agreement
between the Registrant and its directors and officers 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 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description of Document
4.1 Synetic, Inc. Amended and Restated 1989 Class A Stock Option
Plan (incorporated by reference to the Registrant's Proxy
Statement dated February 25, 1998).
4.2 Synetic, Inc. Amended and Restated 1989 Class B Stock Option
Plan (incorporated by reference to the Registrant's Proxy
Statement dated February 25, 1998).
4.3 Synetic, Inc. Amended and Restated 1991 Special
Non-Qualified Stock Option Plan (incorporated by reference
to the Registrant's Proxy Statement dated February 25,
1998).
5 Opinion of Shearman & Sterling, counsel to the Registrant as
to the legality of the securities registered hereby.
23.1 Consent of Arthur Andersen LLP, New York, New York.
23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A.
23.3 Consent of Linkenheimer LLP.
23.4 Consent of Shearman & Sterling (included in Exhibit 5).
23.5 Consent of Arthur Andersen LLP, Orange County, California.
24 Powers of Attorney.
<PAGE>
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 18th day of
February, 1999.
SYNETIC, INC.
By: /s/ Anthony Vuolo
--------------------------------
Name: Anthony Vuolo
Title: Executive Vice President-
Finance & Administration and Chief
Financial Officer
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 18, 1999.
Signature Title
--------- -----
* Chairman of the Board
- ------------------------------
Martin J. Wygod
* Vice Chairman of the Board
- ------------------------------
James V. Manning
* President & Chief Executive Officer
- ------------------------------
Paul C. Suthern
* Executive Vice President - Finance and
- ------------------------------ Administration and Chief Financial
Anthony Vuolo Officer
* Director
- ------------------------------
Thomas R. Ferguson
* Director
- ------------------------------
Mervyn L. Goldstein
<PAGE>
* Director
- ------------------------------
Ray E. Hannah
* Director
- ------------------------------
Roger H. Licht
* Director
- ------------------------------
Bernard A. Marden
* Director
- ------------------------------
Charles A. Mele
* Director
- ------------------------------
Herman Sarkowsky
* Director
- ------------------------------
Albert M. Weis
/s/ Anthony Vuolo Attorney-in-Fact
- ------------------------------
*By Anthony Vuolo
<PAGE>
Exhibit Index
Exhibit No. Description of Document
4.1 Synetic, Inc. Amended and Restated 1989 Class A Stock Option
Plan (incorporated by reference to the Registrant's Proxy
Statement dated February 25, 1998).
4.2 Synetic, Inc. Amended and Restated 1989 Class B Stock Option
Plan (incorporated by reference to the Registrant's Proxy
Statement dated February 25, 1998).
4.3 Synetic, Inc. Amended and Restated 1991 Special
Non-Qualified Stock Option Plan (incorporated by reference
to the Registrant's Proxy Statement dated February 25,
1998).
5 Opinion of Shearman & Sterling, counsel to the Registrant as
to the legality of the securities registered hereby.
23.1 Consent of Arthur Andersen LLP, New York, New York.
23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A.
23.3 Consent of Linkenheimer LLP.
23.4 Consent of Shearman & Sterling (included in Exhibit 5).
23.5 Consent of Arthur Andersen LLP, Orange County, California.
24 Powers of Attorney.
February 17, 1999
Synetic, Inc.
669 River Drive
Elmwood Park, NJ 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 3,500,000 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 (i) Amended and Restated 1989 Class A
Stock Option Plan, (ii) Amended and Restated 1989 Class B Stock Option Plan and
(iii) Amended and Restated 1991 Special Non-Qualified Stock Option Plan (each, a
"Plan").
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 General
Corporation Law of Delaware, 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
<PAGE>
Synetic, Inc. 2 February 17, 1999
Company and, when (a) issued and delivered by the Company in accordance with the
terms of the relevant Plan and (b) paid for in full in accordance with the terms
of the relevant Plan, the Shares will be validly issued, fully paid and
non-assessable.
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 August 14, 1998 included in Synetic, Inc.'s Form 10-K for the
fiscal year ended June 30, 1998 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
February 17, 1999
[FIRM LETTERHEAD]
January 27, 1999
Synetic, Inc.
669 River Drive
Elmwood Park, NJ 07407-1362
Re: Amended and Restated 1989 Class A Stock Plan
Amended and Restated 1989 Class B Stock Plan
Amended and Restated 1991 Special Non-Qualified Stock Option Plan
Ladies and Gentlemen:
We hereby consent to the incorporation by reference into the Synetic,
Inc. Registration Statements on Form S-8, referenced above, filed with the
Securities and Exchange Commission, of Synetic, Inc.'s Annual Report on Form
10-K for the fiscal year ended June 30, 1998. We also consent to all references
to our firm included in such Registration Statement.
Very truly yours,
KEGLER, BROWN, HILL & RITTER CO., L.P.A.
By: /s/ Jack A. Bjerke
--------------------------
Jack A. Bjerke, Vice President
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele and Anthony Vuolo and each of them, each
with full power to act without the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of November, 1998.
/s/ Paul C. Suthern
-------------------
Signature
Paul C. Suthern
-------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele , Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Thomas R. Ferguson
-----------------------
Signature
Thomas R. Ferguson
-----------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ James V. Manning
-------------------------
Signature
James V. Manning
-------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Bernard A. Marden
---------------------------
Signature
Bernard A. Marden
---------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Ray E. Hannah
--------------------------
Signature
Ray E. Hannah
--------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Mervyn L. Goldstein, MD
---------------------------
Signature
Mervyn L. Goldstein, MD
---------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Roger Licht
------------------------
Signature
Roger Licht
------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Martin J. Wygod
------------------------
Signature
Martin J. Wygod
------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.
/s/ Herman Sarkowsky
------------------------
Signature
Herman Sarkowsky
------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Paul C. Suthern and Anthony Vuolo and each of them, each
with full power to act without the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of November, 1998.
/s/ Charles A. Mele
------------------------
Signature
Charles A. Mele
------------------------
Print Name
<PAGE>
SYNETIC, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of November, 1998.
/s/ Albert Weis
------------------------
Signature
Albert Weis
-----------------------
Print Name
[LINKENHEIMER LLP LETTERHEAD]
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated April 2, 1998 on our audit of the consolidated
financial statements of POINT PLASTICS, INC. AND SUBSIDIARY included in Synetic,
Inc.'s Form 8-K dated July 29, 1998, into this registration statement on Form
S-8 and to all our references to our Firm in this registration statement.
/s/ Linkenheimer LLP
Santa Rosa, California
January 29, 1999
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 for The
KippGroup dated November 13, 1998 included in Synetic, Inc.'s Form 10-Q for the
quarter ended December 31, 1998 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
February 17, 1999
