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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 1998
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GOVERNMENT TECHNOLOGY SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19394 54-1248422
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(State or other (Commission (IRS Employer
jurisdiction of File Identification
incorporation) Number) Number)
4100 Lafayette Center Drive, Chantilly, Virginia 20151-1200
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-502-2000
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
On May 14, 1998, Government Technology Services, Inc. ("GTSI") issued
a press release announcing the results of its annual meeting of stock-
holders held on May 12, 1998. For additional information, please see the
attached press release.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.38 Amendment of Certificate of Incorporation filed May 12,
1998 with the Secretary of State of Delaware.
99 Press release dated May 14, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: May 18, 1997
GOVERNMENT TECHNOLOGY SERVICES, INC.
By: /s/ M. DENDY YOUNG
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M. Dendy Young
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT |
NUMBER | DESCRIPTION
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10.38 | Amendment of Certificate of Incorporation filed May 12, 1998
with the Secretary of State of Delaware
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99 | Press release dated May 14, 1998
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Exhibit 10.38
AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GOVERNMENT TECHNOLOGY SERVICES, INC.
GOVERNMENT TECHNOLOGY SERVICES, INC., a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
1. The Corporation's Certificate of Amendment is hereby amended by
amending and restating Section A of Article Fourth thereof to
read as follows:
A. Authorized Capital Stock. The total number of shares of
all classes of stock which the Corporation shall have
authority to issue is twenty million six hundred eighty
thousand eight hundred fifty (20,680,850) shares, consisting
of:
(a) Six hundred eighty thousand eight hundred fifty
(680,850) shares, par value twenty-five cents per share
($0.25), to be designated Preferred Stock; and
(b) Twenty Million (20,000,000) shares, par value five
mills per share ($0.005), to be designated Common
Stock.
2. The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, GOVERNMENT TECHNOLOGY SERVICES, INC. has caused
this Certificate to be executed by its duly authorized officer on this 12th
day of May, 1998.
GOVERNMENT TECHNOLOGY SERVICES, INC.
By: /s/ M. DENDY YOUNG
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Name: M. Dendy Young
Title: Chairman, President and CEO
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Exhibit 99
[GTSI Logo]
Government Technology Services, Inc.
4100 Lafayette Center Drive
Chantilly, VA 20151-1200
(703) 502-2000
www.gtsi.com
Contacts:
Stephen Waechter Fern Krauss
Sr. Vice President/CFO GTSI
GTSI (703)502-2054 or
(703) 502-2199 (301) 424-9140
[email protected] [email protected]
GTSI ANNOUNCES RESULTS OF ANNUAL STOCKHOLDERS' MEETING
All Four Proposals Approved
CHANTILLY, VA May 14, 1998 -- Government Technology Services, Inc.
(Nasdaq: GTSI) today announced that all four proposals placed before the
stockholders at the annual meeting on May 12, 1998 were approved. The
stockholders approved an increase of the Company's authorized shares from
10,000,000 to 20,000,000 and approved the conversion of the Series C
Preferred Stock held by BTG, Inc. to common stock. As a result of the
conversion, BTG will receive 3,000,000 shares of GTSI common stock,
representing 30.8% of the outstanding Company stock. BTG's shares are
subject to certain restrictions contained in a standstill agreement. The
stockholders also approved the election of the eight directors nominated by
the Company and the increase by 1,000,000 shares to the Company's stock
option plan.
"I am pleased with the stockholders' support of each management
initiative," said Dendy Young, GTSI's President, CEO and Chairman of the
Board of Directors.
GTSI is the largest dedicated government reseller providing
broad-based information technology solutions. The Company offers access to
over 150,000 information technology products from more than 2,100
manufacturers. Headquartered in the Washington, D.C. metropolitan area,
GTSI employs more than 500 people and provides products and services to
Federal, state and local government customers worldwide.
-30-
GTSI is a registered service mark of Government Technology Services, Inc.
All other trademarks and service marks are proprietary to their respective
owners.
