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As Filed with the Securities and Exchange Commission on January 28, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYNETIC, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 22-2975182
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
(201) 703-3400
(Address, including Zip Code, and telephone number, including area code, of
Registrant's principal executive offices)
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Charles A. Mele, Esq.
Executive Vice President--General Counsel
Synetic, Inc.
669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
(201) 703-3400
(Name, address, including Zip Code, and telephone number, including area code,
of agent for service)
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Copy to:
Stephen T. Giove, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Each Class Amount Proposed Maximum Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered per Share (1) Offering Price (1) Fee
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Common Stock, par value
$0.01 per share........ 1,150,028 shares $48 1/4 $55,488,851 $15,426
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sale
prices for the Common Stock on the Nasdaq National Market on January 25,
1999 of $48 1/4 per share.
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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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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. The +
+selling stockholders may not sell these securities until the registration +
+statement filed with the Securities and Exchange Commission is effective. +
+This prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated January 28, 1999
1,150,028 Shares
SYNETIC, INC.
COMMON STOCK
Certain of our stockholders may offer and sell from time to time an aggregate
of up to 1,150,028 shares of our common stock.
The selling stockholders may offer their shares through public or private
transactions, on or off the Nasdaq National Market, at prevailing market prices
or at privately negotiated prices.
The selling stockholders obtained their shares of common stock on January 22,
1999 in connection with our acquisition of The KippGroup.
Our common stock is listed on the Nasdaq National Market under the symbol
"SNTC." On January 25, 1999, the closing price of the common stock on the
Nasdaq National Market was $48 5/8 per share.
If necessary, certain information relating to the selling stockholders, the
terms of the sale of common stock by the selling stockholders, including the
public offering price, the names of any underwriters or agents, the
compensation, if any, of such underwriters or agents and the other terms in
connection with the sale of the common stock, in respect of which this
prospectus is delivered will be set forth in an accompanying prospectus
supplement.
Investing in the shares of our common stock involves risks which are
described in the "Risk Factors" section beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares of common stock or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
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The date of this prospectus is , 1999.
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TABLE OF CONTENTS
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Page
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Forward-Looking Statements................................................. i
Risk Factors............................................................... 1
The Company................................................................ 8
Use of Proceeds............................................................ 8
Selling Stockholders....................................................... 9
Plan of Distribution....................................................... 10
Description of Capital Stock............................................... 11
Legal Matters.............................................................. 13
Experts.................................................................... 13
Where You Can Find More Information........................................ 13
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FORWARD-LOOKING STATEMENTS
This prospectus and reports, proxy statements and other information that we
have filed with the SEC, which are incorporated by reference in this
prospectus, include forward-looking statements, including statements regarding,
among other items:
. the product demand and market and user acceptance of our products,
. the feasibility of developing commercially profitable healthcare
communication services,
. the effect of economic conditions on our business,
. the impact of competitive products, services and pricing on our
business,
. commercialization and technological difficulties associated with our
products,
. our objective to grow through strategic acquisitions,
. our internal growth strategy,
. our ability to manage and integrate acquired businesses,
. anticipated trends and conditions in our industries, including
regulatory matters,
. our Year 2000 compliance, and
. trends in our future operating performance.
We have based these forward-looking statements largely on our expectations
as well as assumptions we have made and information currently available to our
management. When used in this prospectus, the words "anticipate", "believe",
"estimate", "expect" and similar expressions, as they relate to our company or
management, are intended to identify forward-looking statements. Forward-
looking statements are subject to a number of risks and uncertainties, certain
of which are beyond our control. Actual results could differ materially from
those anticipated, as a result of the factors described in "Risk Factors" and
other factors. Furthermore, in light of these risks and uncertainties, the
forward-looking events and circumstances discussed in this prospectus might not
transpire.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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RISK FACTORS
Investing in the common stock will provide you with an equity ownership in
Synetic. The value of your investment may be subject to risks inherent in our
business. Such risks may materially and adversely affect our business,
financial condition or results of operations. In such case, the trading price
of the common stock could decline, and you could lose all or part of your
investment. You should carefully consider the following factors as well as
other information contained in this prospectus or any prospectus supplement
before deciding to invest in the common stock. In this prospectus, the
"Company," "Synetic," "we," "us" and "our" refer to Synetic, Inc.
Risks of New Business Area--Healthcare Communications
Development Phase. Our company is in the development phase of offering
products and services to provide inter-enterprise connectivity to payors,
providers, suppliers and consumers in the healthcare industry. The provision of
products and services using Internet technology in the healthcare
communications industry is a developing business. As a developing business, it
is inherently riskier than our other operations in areas where we have an
operating history. We anticipate that we will incur significant expenses in
connection with the development of these products and services. Further, we
cannot assure you that we will be able to successfully develop these products
and services at all.
We are pursuing the development of our healthcare communications business
through the use of our internal resources, as well as through strategic
alliances with development partners. In January 1999, we entered into a
collaborative arrangement with Cerner Corporation, a publicly traded
corporation and a supplier of clinical and management information systems for
healthcare organizations, to develop and commercialize certain of our products
and services in this area. This alliance is in the initial phase. Consequently,
we cannot assure you that this alliance, or any other alliances with
development partners, will provide us with the ability to successfully develop
or offer products and services in this area.
Uncertainty of Market Acceptance. As is typical in a developing business,
demand and market acceptance for new and unproven products and services are
subject to a high level of uncertainty. Achieving market acceptance for our
products and services will require substantial marketing efforts and
expenditure of significant funds to create awareness and demand by participants
in the healthcare industry. No assurances can be given that:
. our effort in establishing such products and services will be successful,
. there will be significant market acceptance for our products and
services,
. we will be able to succeed in positioning our services as a preferred
method for healthcare communications or
. any pricing strategy that we develop will be economically viable or
acceptable to the market.
If we are unable to successfully market our products, this could have a
material adverse affect on our business.
Research and Development Expenses; Profitability. We expect to continue to
incur significant research and development expense in connection with our
healthcare communications business until the products and services we develop
are successfully marketed. We cannot assure you:
. that our products or services will be successfully marketed or
. as to when, and to what extent, if any, our healthcare communications
business will become profitable.
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Government Regulation of Healthcare
Participants in the healthcare industry are subject to extensive and
frequently changing regulation under numerous laws administered by governmental
entities at the federal, state and local levels. Many current laws and
regulations, when enacted, did not anticipate the methods of healthcare
communication we are developing. We believe, however, that these laws and
regulations will nonetheless be applied to our healthcare communications
business. Accordingly, our healthcare communications business may be affected
by current regulations as well as future regulations specifically targeted to
this new segment of the healthcare industry.
Current laws and regulations which may affect the healthcare communications
business include:
. the regulation of confidential patient medical record information,
. laws relating to the electronic transmission of prescriptions from
physicians' offices to pharmacies,
. regulations governing the use of software applications in the diagnosis,
cure, treatment, mitigation or prevention of disease, and
. laws or regulations relating to the relationships among healthcare
providers.
We expect to conduct our healthcare communications business in substantial
compliance with all material federal, state and local laws and regulations
governing our operations. However, the impact of regulatory developments in the
healthcare industry is complex and difficult to predict, and there can be no
assurance that we will not be materially adversely affected by existing or new
regulatory requirements or interpretations. For example, complying with
existing or new regulatory requirements could be expensive and time-consuming.
It is also possible that such requirements or interpretations could limit the
effectiveness of the use of the Internet for the methods of healthcare
communication we are developing or even prohibit the sale of a subject product
or service.
Risks of Reliance on Rapidly Changing Technology
All businesses which rely on Internet technology, including the healthcare
communications business that we are developing, are subject to, among other
things:
. rapid technological change,
. changing customer needs,
. frequent new product introductions, and
. evolving industry standards.
In addition, as the communications, computer and software industries
continue to experience rapid technological change, we must be able to quickly
and successfully adapt our products and services so that they adapt to such
changes. We cannot assure you that we will not experience difficulties that
could delay or prevent the successful development and introduction of our
healthcare communications products and services. Our inability to respond to
technological changes in a timely and cost-effective manner could have a
material adverse effect on our business, financial condition and results of
operations. Moreover, there can be no assurance that technologically superior
products and services will not be developed by competitors, or that any such
products and services will not have an adverse effect upon our operating
results.
Competition in Healthcare Communications
One or more service companies, some of which may have greater resources than
we do, have announced that they are developing a combination of one or more
healthcare communications products and services that we are currently also
developing. There can be no assurance that such companies will not develop and
successfully market healthcare communications products and services in a manner
which would have a material adverse effect on our business, financial condition
and results of operations.
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Risks of Product Development; Proprietary Rights
Our future success and ability to compete in the healthcare communications
business may be dependent in part upon our proprietary rights to products and
services which we develop. We may rely on a combination of copyrights,
trademarks and trade secrets and contractual restrictions to protect the
content and technology and on similar proprietary rights of any of our content
and technology providers. There can be no assurance that the steps we take or
the steps such providers take would be adequate to prevent misappropriation of
our respective proprietary rights. Our competitors may also independently
develop content or technology that is substantially equivalent or superior to
that which is available to us. In addition, there can be no assurance that
licenses for any intellectual property of third parties that might be required
for our products or services would be available on commercially reasonably
terms or at all.
Although we intend to take steps to ensure that we are not infringing the
proprietary rights of any third parties, there can be no assurance that patent
infringement or other claims will not be asserted against us or one of its
content or technology providers or that such claims will not be successful. We
could incur substantial costs and diversion of management resources with
respect to the defense of any such claims. Furthermore, parties making such
claims against us or a content or technology provider could secure a judgment
awarding substantial damages, as well as injunctive or other equitable relief
which could effectively block our ability to provide products or services in
certain of our markets. Such a judgment could have a material adverse effect on
our business, financial condition and results of operations.
Government Regulation of Porex
Porex Technologies Corp., one of our wholly owned subsidiaries, manufactures
and distributes certain medical/surgical devices, such as plastic and
reconstructive surgical implants and tissue expanders, which are subject to
government regulations, under the Medical Device Amendments of 1976 to the
Federal Food, Drug and Cosmetic Act and additional regulations promulgated by
the Food and Drug Administration. Future healthcare products may also be
subject to such regulations and approval processes. Compliance with such
regulations and the process of obtaining approvals can be costly, complicated
and time-consuming, and there can be no assurance that such approvals will be
granted on a timely basis, if ever.
Potential Liability Risk and Availability of Insurance
The products sold by us expose us to potential risk for product liability
claims, particularly with respect to Porex's life sciences, clinical, surgical
and medical products. We believe that Porex carries adequate insurance coverage
against product liability claims and other risks. There can be no assurance,
however, that claims in excess of Porex's insurance coverage will not arise. In
addition, Porex's insurance policies must be renewed annually. Although Porex
has been able to obtain adequate insurance coverage at an acceptable cost in
the past and believes that it is adequately indemnified for products
manufactured by others and distributed by it, there can be no assurance that in
the future it will be able to obtain such insurance at an acceptable cost or be
adequately protected by such indemnification. For example, in 1994, as
described further in "Risk Factors-- Mammary Implant Litigation" below, Porex
was notified that its insurance carrier would not renew its then-existing
insurance coverage after December 31, 1994 with respect to actions and claims
arising out of Porex's distribution of silicone mammary implants. However,
Porex has exercised its right to purchase extended reporting period coverage
with respect to such actions and claims. See also "Legal Proceedings" in our
Form 10-K for the fiscal year ended June 30, 1998, which is incorporated by
reference in this prospectus.
Mammary Implant Litigation
During the year ended June 30, 1988, our subsidiary, Porex Technologies
Corp., began distributing silicone mammary implants ("implants") in the United
States pursuant to a distribution arrangement (the "Distribution Arrangement")
with a Japanese manufacturer (the "Manufacturer"). Because of costs associated
with increased government regulation and examination, Porex's supplier
determined to withdraw its
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implants from the United States market. On July 9, 1991, the FDA mandated a
recall of all implants manufactured by companies that elected not to comply
with certain FDA regulations regarding data collection. Accordingly, Porex
notified all of its customers not to use any implants sold by Porex and to
return such implants to Porex for a full refund. Porex had ceased offering
implants for sale prior to the recall date. Porex believes that after
accounting for implants returned to it, the aggregate number of recipients of
implants distributed by Porex under the Distribution Agreement in the United
States totals approximately 2,500.
Since March 1991, Porex has been named as one of many co-defendants in a
number of actions brought by recipients of implants. One of the pending
actions, Donna L. Turner v. Porex Technologies Corporation, et al., is styled
as a purported class action. Certain of the actions against Porex have been
dismissed where it was determined that the implant in question was not
distributed by Porex. In addition, as of January 18, 1999, 213 actions and 37
out-of-court claims were pending against Porex. Of the 213 actions, 95 involve
implants identified as distributed by Porex and 84 cases involve implants
identified as not having been distributed by Porex. In the remaining 34
actions, the implants have not been identified. During the fiscal year ended
June 30, 1998, there were 16 implant-related claims made against Porex by
individuals as compared with 24 claims made during the fiscal year ended June
30, 1997 and 28 claims made during the fiscal year ended June 30, 1996.
The typical case or claim alleges that the individual's mammary implants
caused one or more of a wide range of ailments. These implant cases and claims
generally raise difficult and complex factual and legal issues and are subject
to many uncertainties and complexities, including, but not limited to, the
facts and circumstances of each particular case or claim, the jurisdiction in
which each suit is brought, and differences in applicable law. We do not have
sufficient information to evaluate each case and claim.
In 1994, Porex was notified that its insurance carrier would not renew its
then-existing insurance coverage after December 31, 1994 with respect to
actions and claims arising out of Porex's distribution of implants. However,
Porex has exercised its right, under such policy, to purchase extended
reporting period coverage with respect to such actions and claims. Such
coverage provides insurance, subject to existing policy limits but for an
unlimited time period, with respect to actions and claims made after December
31, 1994 that are based on events that occurred during the policy period. In
addition, Porex has purchased extended reporting period coverage with respect
to other excess insurance. This coverage also extends indefinitely, replacing
coverage which would by its terms have otherwise expired by December 31, 1997.
We will continue to evaluate the need to purchase further extended reporting
period coverage from excess insurers to the extent such coverage is reasonably
available. We believe that our present coverage, together with Porex's
insurance policies in effect on or before December 31, 1994, should provide
adequate coverage against liabilities that could result from actions or claims
arising out of Porex's distribution of implants. To the extent that certain of
such actions and claims seek punitive and compensatory damages arising out of
alleged intentional torts, if awarded such damages may or may not be covered,
in whole or in part, by Porex's insurance policies. In addition, Porex's
recovery from its insurance carriers is subject to policy limits and certain
other conditions. Porex has been expensing the retention amount under its
policies as incurred.
We believe that Porex has a valid claim for indemnification under the
Distribution Agreement with respect to any liabilities that could result from
pending actions or claims by recipients of implants or any similar actions or
claims that may be commenced in the future. However, Porex's right to
indemnification is subject to a disagreement with the Manufacturer. Pending the
resolution of such disagreement, the Manufacturer has been paying a portion of
the costs of the settled claims.
Based on the foregoing, we believe that the possibility is remote that
pending actions and claims that may be commenced or made in the future could,
individually or in the aggregate, pose a material risk to the financial
position of our company or our results of operations, although we cannot assure
you of this.
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Risks of Our Acquisition Program
We maintain an acquisition program and intend to concentrate our acquisition
efforts on businesses which are complementary to our healthcare communications
strategy and plastic filtration and technology business. Such emphasis is not,
however, intended to limit in any manner our ability to pursue acquisition
opportunities in other healthcare-related businesses or in other industries. We
anticipate that we may enter into further acquisitions, joint ventures,
strategic alliances or other business combinations. These transactions may
materially change the nature and scope of our business. Any transactions will
be limited, as required by an agreement to which we are a party (which
agreement expires on May 24, 1999), to areas of business that would not be
competitive with certain businesses of Merck & Co. See also "Business--Certain
Relationships and Related Transactions" in our Form 10-K for the fiscal year
ended June 30, 1998, which is incorporated here by reference.
Although our management will endeavor to evaluate the risks inherent in any
particular transaction, including The KippGroup acquisition, there can be no
assurance that we will properly ascertain all such risks. In addition, no
assurances can be given that we will succeed in consummating any such
transactions, that such transactions, including The KippGroup acquisition, will
ultimately provide us with the ability to offer the products and services
described or that we will be able to successfully manage or integrate any
resulting business.
The success of our acquisition program will depend on, among other things:
. the availability of suitable candidates,
. the availability of funds to finance transactions, and
. the availability of management resources to oversee the operation of
resulting businesses.
Financing for such transactions may come from several sources, including,
without limitation:
. cash and cash equivalents on hand,
. marketable securities,
. proceeds from new indebtedness or
. proceeds from the issuance of additional common stock, preferred stock,
convertible debt or other securities.
The issuance of additional securities, including common stock, could result in:
. substantial dilution of the percentage ownership of our stockholders at
the time of any such issuance and
. substantial dilution of our company's earnings per share.
The proceeds from any financing may be used for costs associated with
identifying and evaluating prospective candidates, and for structuring,
negotiating, financing and consummating any such transactions and for other
general corporate purposes. We do not intend to seek stockholder approval for
any such transaction or security issuance unless required by applicable law or
regulation. Although Mr. Martin J. Wygod, our Chairman of the Board of
Directors, has indicated his intention to assist us in our acquisition program
by bringing opportunities for potential transactions to us and to assist us in
negotiating such transactions and in seeking financing in the event we were to
finance any such transaction, he is not an officer or an employee of our
company nor is he required pursuant to any contractual obligation to provide
such support or assistance.
Year 2000 Technology Risks
The Year 2000 issue is the result of computer programs using two digits
rather that four digits to define the applicable year. Certain of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a
disruption of normal business activities. Many of our suppliers, vendors and
customers also face this issue.
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We have completed an assessment of our Year 2000 readiness and are
undergoing a conversion of our internal systems which are not currently Year
2000 compliant. We have completed the conversion of all significant non-
manufacturing related systems. We expect conversion of manufacturing related,
information technology ("IT") systems to be completed and fully tested by June
30, 1999. For manufacturing related, non-IT systems, all significant
microprocessor-embedded production equipment has been upgraded and we believe
it is Year 2000 compliant.
We are in the process of communicating with suppliers, vendors and customers
concerning the state of their readiness for the Year 2000. The information
gathered to date does not permit us to complete our assessment of risk related
to the Year 2000 that these third parties may present us. If third parties upon
which we rely are unable to address this issue in a timely manner, such
occurrence could result in a material risk to our company.
We expect that the cost of Year 2000 compliance will not be material. If we
do not complete the conversion of our manufacturing related, IT systems by June
30, 1999, we have Year 2000 compliant upgrades we believe can be readily
installed for our existing systems. We believe that, should it be necessary,
the cost of installing such upgrades would not be material.
We intend to have in inventory a reserve of raw materials, which we believe
will be sufficient to avoid a disruption in our manufacturing process, to
minimize the risk associated with third-party suppliers experiencing Year 2000
problems.
As the Year 2000 issue has many elements and potential consequences, some of
which are not reasonably foreseeable, the ultimate impact of the Year 2000 on
our operations could differ materially from our expectations.
Potential for Adverse Effect on Stock Price from Shares Available for Future
Sale
SN Investors, L.P., a limited partnership the general partner of which is
SYNC, Inc., whose sole stockholder is Martin J. Wygod, our Chairman of the
Board of Directors, currently holds 5,061,857 shares of our common stock. These
shares represent 25.4% of the outstanding shares of our common stock as of
January 25, 1999. These shares are "restricted securities," within the meaning
of Rule 144 promulgated pursuant to the Securities Act ("Rule 144"), subject to
the volume restrictions of Rule 144 but for which the holding period has
expired. In addition, as more fully set forth in "Certain Relationships and
Related Transactions" in our Form 10-K for the fiscal year ended June 30, 1998,
which is incorporated here by reference, these shares are subject to certain
restrictions on transfer. Subject to such restrictions, SN Investors may be
able to sell without registration under the Securities Act the number of such
shares permitted under Rule 144. The Company has granted certain demand
registration rights to Mr. Wygod with respect to the shares of our common stock
held by SN Investors. These rights are assignable to SN Investors. Any sales by
SN Investors pursuant to Rule 144 or such registration rights could have a
material adverse effect on the prevailing market price for our common stock.
As of December 31, 1998, we had issued and outstanding options to purchase
8,970,167 shares of common stock pursuant to stock option agreements and stock
option plans and warrants which are exercisable into 250,000 additional shares
of our common stock. In addition, in connection with our acquisition of Point
Plastics, Inc., we have issued 832,259 shares of our common stock to the former
shareholders of Point Plastics, which may not be sold by such shareholders
until July 21, 1999. The sale of a substantial amount of such additional shares
of our common stock following their issuance or the expiration of related lock-
up periods could have a material adverse effect on the market price of the
common stock.
In February 1997, we sold in the aggregate $165 million principal amount of
convertible subordinated debentures due 2007 (referred to herein as the
"Debentures") in a public offering, of which $159.5 million principal amount
was outstanding on January 25, 1999. The Debentures are convertible, at the
option of the
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holder, at any time prior to maturity, unless previously redeemed or
repurchased, into shares of our common stock at a conversion price of $60 per
share of common stock (equivalent to a conversion rate of 16.667 shares per
$1,000 principal amount of Debentures), subject to adjustment in certain
events. We may be required to issue 2,658,333 additional shares upon the
conversion of the outstanding Debentures at their stated conversion price. We
are unable to predict the effect, if any, that the conversion of the Debentures
into shares of our common stock will have on the market price for the common
stock prevailing from time to time.
Certain Antitakeover Effects Could Affect the Market Price of Our Common Stock
Provisions in our certificate of incorporation relating to the delegation of
rights to issue preferred stock may have the effect not only of discouraging
tender offers or other stock acquisitions but also of deterring existing
stockholders from making management changes. In addition, the requirement that
we repurchase the Debentures, at the option of the holder, upon the occurrence
of a designated event may, in certain circumstances, make more difficult or
discourage a takeover of our company. Further, Mr. Wygod, our Chairman of the
Board of Directors, beneficially owns 27.0% of the outstanding shares of our
common stock, as of January 25, 1999, as noted above in "Risk Factors--
Potential Adverse Effect on Stock Price from Shares Available for Future Sale."
Due to his ownership of these shares, Mr. Wygod may be in a position to
influence the election of our Board of Directors, as well as the direction and
future operations of our company. His ownership could also make more difficult
or discourage a takeover of our company. Each of these factors could affect the
market price of our common stock.
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THE COMPANY
Our company is a Delaware corporation and was incorporated in 1989. Our
principal offices are located at 669 River Drive, River Drive Center II,
Elmwood Park, New Jersey 07407, and our telephone number is (201) 703-3400.
We are engaged in two principal business activities, plastics and filtration
technologies and healthcare communications. Through our wholly owned subsidiary
Porex Technologies Corp., we design, manufacturer and distribute porous and
solid plastic components and products used in life sciences, healthcare,
industrial, and consumer applications. Porex Technologies Corp., together with
its subsidiaries, is referred to hereinafter in this prospectus collectively as
"Porex", except where the context otherwise requires. Through our subsidiary,
Synetic Healthcare Communications, Inc., a corporation in which we hold an
80.1% ownership interest, we are engaged in an area of business relating to the
use of Internet technology to expand the channels of communication in the
healthcare industry. The creation of these new channels is intended to benefit
providers and payors of healthcare services by improving the quality of patient
care, securing appropriate utilization of healthcare services, reducing
administrative costs and enforcing benefit plan guidelines. See "Risk Factors--
New Business Area--Healthcare Communications".
Acquisition Program
We maintain an acquisition program and intend to concentrate our acquisition
efforts in businesses which are complementary to our plastics and filtration
technologies business and our healthcare communications strategy. This
emphasis, however, is not intended to limit in any manner our ability to pursue
acquisition opportunities in other healthcare-related businesses or in other
industries. Our acquisition program could result in a substantial change in the
business, operations and financial condition of our company. We cannot assure
you that we will succeed in consummating any acquisitions or that we will be
able to successfully manage or integrate any business that we acquire. Our
future growth will depend primarily on our ability to consummate one or more
such acquisitions and to operate such business successfully. See also
"Business--Acquisition Program" in our Form 10-K for the fiscal year ended June
30, 1998, which is incorporated here by reference, and "Risk Factors--
Acquisition Program."
USE OF PROCEEDS
We expect to receive no proceeds from the sale of the common stock covered
by this prospectus. All of the proceeds from the sale of the common stock of
Synetic will go to the stockholders who offer and sell their shares except as
described below.
Under the terms of the Stock Purchase Agreement dated January 13, 1999
between the Company and David R. Kipp and James P. Kipp (the "Stock Purchase
Agreement"), 73,706 shares out of the 1,150,028 shares that we have registered
will be placed in an escrow account (the "Escrow Account"). If the proceeds
from the sale of such shares exceeds $3,000,000, the excess will be delivered
to the selling stockholders and $3,000,000 will remain in the Escrow Account.
If the earnings before interest and taxes of The KippGroup for the twelve
months ended June 30, 2000 are greater than or equal to five million five
hundred thousand dollars ($5,500,000), then the proceeds in the Escrow Account,
including the interest thereon, will be disbursed to the selling stockholders.
If such earnings are less than such amount, then the proceeds in the Escrow
Account, including the interest thereon, will be disbursed to Synetic, which
would use such proceeds as a reduction in the purchase price of The KippGroup.
(See "Other Information--Plastics and Filtration Technologies" in our Form 10-Q
for the fiscal quarter ended December 31, 1998, which is incorporated here by
reference).
8
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders are David R. Kipp and James P. Kipp. On January 22,
1999, pursuant to the Stock Purchase Agreement, the Company acquired from the
selling stockholders all of the issued and outstanding capital stock of The
KippGroup. The KippGroup, based in Ontario, California, is engaged in the
business of custom manufacturing injection molds, providing injection molding
services and designing, manufacturing and distributing a proprietary line of
plastic medical devices. (See "Other Information-- Plastics and Filtration
Technologies" in our Form 10-Q for the quarter ended December 31, 1998, which
is incorporated here by reference). As part of the consideration for the stock
of The KippGroup, the Company paid to the selling stockholders the shares of
common stock being offered hereby. Each selling stockholder has informed the
Company that prior to receipt of the shares of common stock offered hereby he
did not own any shares of common stock of the Company.
Immediately prior to the offering, each selling stockholder will own 575,014
shares of common stock, including 36,853 shares each that have been deposited
into the Escrow Account, all of which are being offered hereby. Upon completion
of this offering, if all offered shares are sold, the selling stockholders will
not own any shares of common stock of the Company, but each selling stockholder
will hold options to purchase 150,000 shares of common stock of the Company and
in the year 2000 each selling stockholder may, pursuant to the terms of the
Stock Purchase Agreement, receive additional shares of common stock, with an
aggregate market value of up to $8.45 million at the time of issuance, if
certain operational targets set forth in the Stock Purchase Agreement for The
KippGroup for the 12 months ended June 30, 2000 are met. Pursuant to the terms
of the Stock Purchase Agreement, the Company would be required to file a
registration statement with the SEC to register such additional shares of
common stock for sale by the selling stockholders.
The Company, on the one hand, and the selling stockholders, on the other
hand, have agreed to indemnify each other against certain liabilities arising
under the Securities Act.
Each of the Selling Stockholders listed below acquired the shares of common
stock offered hereby in connection with the acquisition of The KippGroup by the
Company. This prospectus and any prospectus supplement covers the offer and
sale by each selling stockholder of their common stock. Our registration of the
common stock held by the selling stockholders does not necessarily mean that
the selling stockholders will sell all or any of the shares. To the knowledge
of the Company, none of the selling stockholders had any material relationships
with the Company prior to the closing of the acquisition of The KippGroup. Set
forth below are (i) the names of each selling stockholder, (ii) the nature of
any position, office or other material relationship that they have had within
the past three years with Synetic or any of its predecessors or affiliates,
(iii) the number of shares of common stock they beneficially owned as of
January 25, 1999, (iv) the number of shares that may be offered and sold by or
on their behalf and (v) the amount of common stock to be owned by them upon the
completion of the offering if all shares offered are sold.
<TABLE>
<CAPTION>
Shares
Beneficially Shares Beneficially
Owned Prior to Owned After
Offering(1) Shares Offering(1)
--------------- Being ----------------------
Selling Stockholders Number Percent Offered Number Percent
-------------------- ------- ------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
David R. Kipp(2)............... 575,014 2.89% 575,014 0 0
James P. Kipp(3)............... 575,014 2.89% 575,014 0 0
</TABLE>
- --------
(1) Includes outstanding shares and stock options exercisable within 60 days
after January 22, 1999 held by officers and directors. The number of shares
of each selling stockholder includes 36,853 shares of common stock of the
Company placed in the Escrow Account, and the selling stockholders have no
right to receive such shares or the proceeds of sale of such shares except
as described as above.
(2) David R. Kipp, the current Executive Vice President of The KippGroup, held
the position of President of The KippGroup and owned 50% of the
outstanding shares of The KippGroup common stock immediately prior to the
acquisition of The KippGroup by Synetic.
(3) James P. Kipp, the current Vice President, Secretary and Chief Financial
Officer of The KippGroup, held the position of Executive Vice President of
The KippGroup and owned 50% of the outstanding shares of The KippGroup
common stock immediately prior to the acquisition of The KippGroup by
Synetic.
9
<PAGE>
PLAN OF DISTRIBUTION
We are registering shares of our common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes
donees and pledgees selling shares received from a named selling stockholder.
Under the terms of the Stock Purchase Agreement, for the first 20 trading days
after the effectiveness of the registration statement of which this prospectus
is a part (the "Registration Statement"), the Company has the right to control,
on behalf of the selling stockholders, the timing, method and pricing with
respect to the sale of the shares of common stock offered hereby. The selling
stockholders have the right to extend this 20 trading days period to 40 trading
days. This trading period, whether 20 or 40 days, is referred to as the
"Company Marketing Period." At the end of the Company Marketing Period, if the
selling stockholders have not realized at least $43,809,000 in proceeds from
the sale of their shares, the Company has agreed to pay them an amount equal to
such shortfall in exchange for any unsold shares. However, the selling
stockholders have the right to retain their unsold shares and forego receipt of
the shortfall payment.
In the event that the selling stockholders elect to retain any unsold shares
at the end of the Company Marketing Period, the Company has agreed to use its
reasonable best efforts to continue the effectiveness of the Registration
Statement for a period of 60 additional trading days from the time the selling
stockholders elect to retain the unsold shares.
Subject to the foregoing, the Company (as described above) or the selling
stockholders may sell all or a portion of the shares offered by the selling
stockholders hereby from time to time in one or more of the following types of
transactions or through a combination of any such methods of sale (including
block transactions or ordinary broker's transactions):
. through the Nasdaq National Market or any national securities exchange on
which the common stock is approved for listing in the future,
. in the over-the-counter market,
. in privately negotiated transactions,
. through short sales, short sales versus the box, puts and calls and other
transactions in securities of the Company, or derivatives thereof, and
may sell and deliver the shares in connection therewith,
. through an underwritten public offering, or
. a combination of such methods of sale.
The Company (as described above) or the selling stockholders may sell the
shares offered by the selling stockholders at the market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
If the shares are sold in an underwritten offering or one of the other
methods of sale described above, the Company (as described above) or the
selling stockholders may from time to time offer the shares through
underwriters, brokers, dealers or agents, who may receive compensation in the
form of underwriting discounts, commissions or concessions from the Company,
the selling stockholders and/or the purchasers of the shares for whom they act
as agent. The selling stockholders and any brokers, dealers, agents or
underwriters that participate with the selling stockholders in the distribution
of shares may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any discounts, concessions and commissions
received by such brokers, dealers, agents or underwriters and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
discounts and commissions under the Securities Act.
The aggregate net proceeds to the selling stockholders from the sale of the
shares offered by or on the behalf of the selling stockholders hereby will be
the purchase price of such shares, less commissions, if any, not borne by the
Company. The Company and the selling stockholders have agreed that, depending
upon the amount of the total proceeds of the sale of the shares either the
Company, the selling stockholders or a combination of both will pay any
discounts, commissions or fees of underwriters, selling brokers, dealer
10
<PAGE>
managers or similar industry professionals relating to the distribution of the
shares. The Company has agreed to bear all expenses (other than, except as
noted above, any commissions or discounts of underwriters, dealers or agents or
brokers' fees and the fees and expenses of their counsel) in connection with
the registration of the shares being offered by the selling stockholders
hereby.
To the extent required, the number of shares to be sold, the purchase price
and aggregate offering price, the name of any such agent, broker, dealer or
underwriters and any applicable commissions with respect to a particular offer
will be set forth in an accompanying prospectus supplement.
If the shares are sold in an underwritten offering, during and after the
offering, the underwriters may purchase and sell the common stock in the open
market. These transactions may include over-allotment and stabilizing
transactions and purchases to cover syndicate short positions created in
connection with the offering. The underwriters also may impose a penalty bid,
whereby selling concessions allowed to syndicate members or other broker-
dealers in respect of the common stock sold in the offering for their account
may be reclaimed by the syndicate if such securities are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market of the common stock which
may be higher than the price that might otherwise prevail in the open market.
These transactions may be effected on The Nasdaq National Market, in the over-
the-counter market or otherwise, and these activities, if commenced, may be
discontinued at any time.
If the shares are sold in an underwritten offering, certain of the
underwriters and selling group members, if any, may engage in passive market
making transactions in the Company's common stock on the Nasdaq National Market
immediately prior to the commencement of the sale of shares in such offering,
in accordance with Rule 103 of Regulation M. Passive market making consists of
displaying bids on the Nasdaq National Market limited by the bid prices of
market makers not connected with such offering and purchases limited by such
prices and effected in response to order flow. Net purchases by a passive
market maker on each day are limited in amount to 30% of the passive market
maker's average daily trading volume in the common stock during the period of
the two full consecutive calendar months prior to the filing with the
Commission of the Registration Statement of which this prospectus is a part and
must be discontinued when such limit is reached. Passive market making may
stabilize the market price of the common stock at a level above that which
might otherwise prevail and, if commenced, may be discontinued at any time.
Any shares covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. There is no assurance that the selling
stockholders will sell any or all of the shares. In the event that any shares
are not sold at the completion of this offering, the selling stockholders may
transfer, devise or gift such shares by other means not described herein.
In order to comply with certain states' securities laws, if applicable, the
common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.
DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of the Company is subject to
the Delaware General Corporation Law and to provisions contained in the
Company's Certificate of Incorporation and By-Laws, copies of which are
exhibits to our Form 10-K for the fiscal year ended June 30, 1998, which is
incorporated by reference into this prospectus. Reference is made to such
exhibits for a detailed description of the provisions thereof summarized below.
We have authorized the issuance of 100,000,000 shares of common stock, $0.01
par value, and 10,000,000 shares of preferred stock, $0.01 par value. Holders
of common stock have no preemptive or other subscription rights.
11
<PAGE>
Common Stock
On January 25, 1999, there were 19,903,751 outstanding shares of common
stock. The Company believes that its common stock is beneficially held by at
least 400 stockholders.
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of common stock do not
have cumulative voting rights. Therefore, holders of more than 50% of the
shares of common stock are able to elect all our directors eligible for
election each year. The holders of common stock are entitled to dividends and
other distributions out of assets legally available if and when declared by the
board of directors. Upon our liquidation, dissolution or winding up, the
holders of common stock are entitled to share pro rata in the distribution of
all of our assets remaining available for distribution after satisfaction of
all liabilities, including any prior rights of any preferred stock which may be
outstanding. There are no redemption or sinking fund provisions applicable to
the common stock.
The transfer agent and registrar for the common stock is Registrar &
Transfer Company.
Preferred Stock
There are no shares of preferred stock outstanding. Series of the preferred
stock may be created and issued from time to time by our board of directors,
with such rights and preferences as they may determine. Because of its broad
discretion with respect to the creation and issuance of any series of preferred
stock without stockholder approval, the Board of Directors could adversely
affect the voting power of common stock. The issuance of preferred stock may
also have the effect of delaying, deferring or preventing a change in control
of the Company. See "Risk Factors--Certain Antitakeover Effects."
Section 203 of the Delaware General Corporation Law
Generally, Section 203 of the Delaware General Corporation Law (the "DGCL")
prohibits a publically held Delaware corporation from engaging in any "business
combination" with an "interested stockholder" for a period of three years
following the time that such stockholder became an interested stockholder,
unless, (i) prior to such time either the business combination or the
transaction which resulted in the stockholder becoming an interested
stockholder is approved by the board of directors of the corporation, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding, for purposes of determining the number of shares
outstanding, those shares owned (A) by persons who are both directors and
officers and (B) certain employee stock plans, or (iii) at or after such time
the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. A "business combination" includes
certain mergers, consolidations, asset sales, transfers and other transactions
resulting in a financial benefit to the interested stockholder. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the preceding three years, did own) 15% or more of the corporation's
voting stock.
Indemnification
Our by-laws require us to indemnify each of our directors and officers to
the fullest extent permitted by law and limits the liability of our directors
and stockholders for monetary damages in certain circumstances.
Article Thirteen of our certificate of incorporation provides that no
director shall have any personal liability to the Company 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 director's duty of loyalty to the Company 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 Delaware
12
<PAGE>
General Corporation Law (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 Synetic
and its directors and officers filed as Exhibit 10.1 to this Registration
Statement pursuant to which we have 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.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of the
common stock offered hereby will be passed upon for the Company by Shearman &
Sterling. Shearman & Sterling is a limited partner in SN Investors, L.P.
The statements of law under the caption "Risk Factors--Government Regulation
of Porex" in this prospectus and under the caption "Business--Plastics and
Filtration Technologies Business--Regulation" in the Company's 1998 10-K (as
defined below), incorporated by reference herein, are based upon the opinion of
Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio, special regulatory
counsel to the Company. Robert D. Marotta, Esq., of counsel to such firm, holds
options to purchase 75,000 shares of the Company's Common Stock.
EXPERTS
The audited Consolidated Financial Statements and schedules of the Company
and The KippGroup that are incorporated by reference into this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
The audited Consolidated Financial Statements of Point Plastics, Inc. and
Subsidiary that are incorporated by reference into this prospectus have been
audited by Linkenheimer LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "SEC"). You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public from the SEC's Website at http://www.sec.gov. In addition, our
common stock is quoted on the Nasdaq National Market System. As a result, you
can also read documents we file at the offices of the Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
. our annual report on Form 10-K for the fiscal year ended June 30, 1998,
as amended (the "1998 10-K"),
13
<PAGE>
. our quarterly reports on Form 10-Q for the fiscal quarters ended
September 30, 1998, and December 31, 1998, and
. our current report on Form 8-K dated July 29, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning Anthony Vuolo, our Executive Vice President--Finance and
Administration at the following address:
Synetic, Inc.
669 River Drive
River Drive Center II
Elmwood Park, New Jersey 07407
Attention: Executive Vice President--Finance and Administration
(201) 703-3400
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information provided in this prospectus and any
prospectus supplement and in our filings with the SEC that are incorporated in
this prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
This prospectus contains summaries of certain agreements entered into by
Synetic. Such summaries do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, such agreements which will be
filed as exhibits to the Registration Statement. You should refer to each such
exhibit for a complete description of the matter involved.
14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1,150,028 Shares
SYNETIC, INC.
COMMON STOCK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses, other than the Securities and Exchange Commission
registration fee, are estimated. All expenses of the offering will be paid by
the Company.
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 15,426
Legal Fees and Expenses......................................... 90,000
Accounting Fees and Expenses.................................... 25,000
Blue Sky Fees and Expenses...................................... 1,000
Miscellaneous................................................... 18,574
--------
Total......................................................... $150,000
========
</TABLE>
Item 15. 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, 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 breach of such 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 filed as Exhibit 10.1 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 16. Exhibits
Exhibits:
3.1 Amended and Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K dated April 9, 1998 (the "April 9, 1998 Form 8-K").
II-1
<PAGE>
3.2 By-Laws of the Company, as amended. Incorporated by reference to Exhibit
3.2 to the April 9, 1998 Form 8-K.
4.1 Specimen Common Stock Certificate of the Company. Incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form S-
1 (No. 33-28854)(the "S-1 Registration Statement").
4.2 Form of Indenture between the Company and United States Trust Company of
New York, including form of Convertible Subordinated Debenture due 2007.
Incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-3 (No. 333-21041).
5.1 Opinion of Shearman & Sterling.
10.1 Form of Indemnification Agreement between the Company and the directors
and officers of the Company. Incorporated by reference to Exhibit 10.6 to
the Registration Statement.
10.2 Stock Purchase Agreement dated January 13, 1999 between the Company and
David R. Kipp and James P. Kipp. Incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998.
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 Shearman & Sterling (included in Exhibit 5.1).
23.4 Consent of Linkenheimer LLP.
23.5 Consent of Arthur Andersen LLP, Orange County, California.
24.1 Powers of Attorney of the Registrant.
Item 17. 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the 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; and
(c) 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;
provided, however, that paragraphs A.1(a) and A.1 (b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission (the "Commission") by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-2
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
herein 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 of 1933 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 such
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 hereby, 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 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Synetic, Inc., a corporation organized and existing under the laws of the State
of Delaware, certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of Elmwood Park, State of New Jersey, on the
28th day of January, 1999.
SYNETIC, INC.
/s/ Paul C. Suthern
By
-----------------------------------
Paul C. Suthern
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Paul C. Suthern President and Chief January 28,
- ------------------------------------- Executive Officer; 1999
Paul C. Suthern Director (Principal
Executive Officer)
/s/ Anthony Vuolo Executive Vice January 28,
- ------------------------------------- President--Finance 1999
Anthony Vuolo and Administration
and Chief Financial
Officer (Principal
Accounting and
Financial Officer)
* Executive Vice January 28,
- ------------------------------------- President--General 1999
Charles A. Mele Counsel; Director
* Director January 28,
- ------------------------------------- 1999
Thomas R. Ferguson
* Director January 28,
- ------------------------------------- 1999
Mervyn L. Goldstein
* Director January 28,
- ------------------------------------- 1999
Ray E. Hannah
* Director January 28,
- ------------------------------------- 1999
Roger H. Licht
* Director January 28,
- ------------------------------------- 1999
Bernard A. Marden
<PAGE>
Signatures Title Date
* Director January 28,
- ------------------------------------- 1999
James V. Manning
* Director January 28,
- ------------------------------------- 1999
Herman Sarkowsky
* Director January 28,
- ------------------------------------- 1999
Albert M. Weis
* Director January 28,
- ------------------------------------- 1999
Martin J. Wygod
*By /s/ Paul C. Suthern Director January 28,
---------------------------------- 1999
Paul C. Suthern
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description of Document
------- -----------------------
<C> <S>
3.1 Amended and Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K dated April 9, 1998 ("April 9, 1998 Form 8-K").
3.2 By-Laws of the Company, as amended. Incorporated by reference to
Exhibit 3.2 to the April 9, 1998 Form 8-K.
4.1 Specimen Common Stock Certificate of the Company. Incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-1 (No. 33-28654) (the "S-1 Registration Statement").
4.2 Form of Indenture between the Company and United States Trust Company
of New York, including form of Convertible Subordinated Debenture due
2007. Incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 (No. 333-21041).
5.1* Opinion of Shearman & Sterling
10.1 Form of Indemnification Agreement between the Company and the
directors and officers of the Company. Incorporated by reference to
Exhibit 10.6 to the S-1 Registration Statement
10.2 Stock Purchase Agreement dated January 13, 1999 between the Company
and David R. Kipp and James P. Kipp. Incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998.
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 Shearman & Sterling (included in Exhibit 5.1)
23.4* Consent of Linkenheimer LLP
23.5* Consent of Arthur Andersen LLP, Orange County, California.
24.1* Powers of Attorney of the Registrant
</TABLE>
- --------
* Filed herewith
<PAGE>
Conformed Copy
Exhibit 5.1
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022-6069
January 28, 1999
Synetic, Inc.
669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
Ladies and Gentlemen:
We have acted as counsel to Synetic, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the Registration Statement on
-------
Form S-3 of the Company, filed with the Securities and Exchange Commission on
January 28, 1999 (the "Registration Statement"), relating to the registration
----------------------
under the Securities Act of 1933, as amended, of 1,150,028 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), to be offered
------
from time to time by certain selling stockholders in the manner described in the
prospectus contained in the Registration Statement (the "Prospectus").
----------
We have examined the Registration Statement and originals, or copies
certified or otherwise identified to our satisfaction, of such other documents
and corporate records as we have deemed necessary as a basis for the opinion set
forth herein. We have relied as to factual matters on certificates or other
documents furnished by the Company or its officers and by governmental
authorities and upon such other documents and data that we have deemed
appropriate. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
legal capacity of all persons executing such documents, the conformity to
original documents of all documents submitted to us as copies and the truth and
correctness of any representations and warranties contained therein.
The opinion expressed below is limited to the General Corporation Law
of Delaware. We express no opinion herein concerning any other law.
<PAGE>
2
Based on such examination and review and subject to the foregoing, we
are of the opinion that the Shares have been duly authorized and are validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
/s/ Shearman & Sterling
<PAGE>
Conformed Copy
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement 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
New York, New York
January 28, 1999
<PAGE>
Conformed Copy
Exhibit 23.2
CONSENT OF KEGLER, BROWN, HILL & RITTER CO., L.P.A.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3, filed with the Securities and Exchange Commission, of the
Company's Annual Report on Form 10K for the fiscal year ended June 30, 1998.
We also consent to all references to our firm included in this Registration
Statement.
Columbus, Ohio
January 27, 1999
Very truly yours,
KEGLER, BROWN, HILL &
RITTER CO., L.P.A.
BY: /s/ Jack A. Bjerke
------------------------------
Jack A. Bjerke, Vice President
<PAGE>
Conformed Copy
Exhibit 23.4
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-3 and to all references to our Firm in this registration statement.
/S/ LINKENHEIMER LLP
Santa Rosa, California
January 28, 1999
<PAGE>
Conformed Copy
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement 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.
/s/ ARTHUR ANDERSEN LLP
Orange County, California
January 27, 1999
<PAGE>
Exhibit 24.1
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, 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 a Registration
Statement on Form S-3 of Synetic, Inc. relating to the acquisition of The
KippGroup (the "Registration Statement") and to sign any and all amendments
(including post effective amendments) to the Registration Statement, any
registration statement related to the offering contemplated by this Registration
Statement and any abbreviated registration statement in connection with this
Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, 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 15th day of January, 1999.
/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 Paul C. Suthern and Anthony Vuolo, and each of them, each with full
power to act without the other, 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 a Registration
Statement on Form S-3 of Synetic, Inc. relating to the acquisition of The
KippGroup (the "Registration Statement") and to sign any and all amendments
(including post effective amendments) to the Registration Statement, any
registration statement related to the offering contemplated by this Registration
Statement and any abbreviated registration statement in connection with this
Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, 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 15th day of January, 1999.
/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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/s/ Roger H. Licht
-----------------------------
Signature
ROGER H. 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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/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 Charles A. Mele, Paul C. Suthern and Anthony Vuolo, and each of
them, each with full power to act without the other, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/s/ Albert M. Weis
-----------------------------
Signature
ALBERT M. WEIS
-----------------------------
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, 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 a Registration Statement on Form S-3 of Synetic, Inc.
relating to the acquisition of The KippGroup (the "Registration Statement") and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, any registration statement related to the offering
contemplated by this Registration Statement and any abbreviated registration
statement in connection with this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 15th day of January, 1999.
/s/ Martin J. Wygod
-----------------------------
Signature
MARTIN J. WYGOD
-----------------------------
Print Name
