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As filed with the Securities and Exchange Commission on May 11, 1999
Registration No. __________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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GOVERNMENT TECHNOLOGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1248422
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3901 Stonecroft Boulevard
Chantilly, Virginia 20151-0808
(Address of Principal Executive Offices) (Zip Code)
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NONQUALIFIED STOCK OPTION AGREEMENT - MICHAEL E. BERMAN
NONQUALIFIED STOCK OPTION AGREEMENT - ROBERT D. RUSSELL
(Full titles of the plans)
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JUDITH B. KASSEL, ESQ.
Vice President & General Counsel
Government Technology Services, Inc.
3901 Stonecroft Boulevard
Chantilly, Virginia 20151-0808
(703) 502-2121
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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| | Proposed | Proposed |
Title of | Amount to | Maximum | Maximum | Amount of
Securities | be | Offering | Aggregate | Registration
to be | Registered | Price per | Offering Price | Fee
Registered | (1) | Share | (2) |
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Common | | | |
Stock, | | | |
$0.005 par | 150,000 | N/A | $618,750 | $172.01
value | | | |
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(1) Of the shares of Common Stock being registered hereunder, an aggregate
of 150,000 shares are reserved for issuance under nonqualified stock
option agreements with certain officers of the Registrant. Pursuant
to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this
Registration Statement also covers such number of additional shares of
Common Stock as may become available for issuance pursuant to the
foregoing plans in the event of certain changes in outstanding shares,
including reorganizations, recapitalizations, stock splits, stock
dividends and reverse stock splits.
(2) The registration fee has been calculated based on 150,000 shares
registered with respect to options outstanding under nonqualified
stock option agreements with certain officers of the Registrant,
having an aggregate exercise price of $618,750, upon the price at
which the options may be exercised, which averages $3.88 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be provided to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not
filed with Securities and Exchange Commission (the "Commission") as part of
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Registrant heretofore filed with the
Commission are hereby incorporated in this Registration Statement by
reference:
(1) The Registrant's latest annual report, or latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Registrant's
latest annual report or prospectus referred to in (1) above; and
(3) The description of the Common Stock set forth under the caption
"Description of Capital Stock" in the Registrant's registration
statement on Form S-1 (Registration No. 33-41351) filed with the
Commission on June 21, 1991, together with any amendment or
report filed with the Commission for the purpose of updating such
description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which de-registers all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such reports and documents.
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Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 145(a) and 145(b) of the Delaware General Corporation Law
permit a corporation to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement or
actually and reasonably incurred by such person in connection with any
threatened, pending or completed non-derivative action and against expenses
(including attorneys' fees) actually and reasonably incurred in connection
with any threatened, pending or completed derivative action if such person
was or is a party or was threatened to be made a party to such action by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation. Any indemnification shall be made if a
determination in each instance is made either by a majority vote of the
Board of Directors (other than directors who are parties to such action),
by the stockholders, or by independent legal counsel, that such
indemnification is proper because the director, officer, employee or agent
acted in good faith and in a manner that such person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, that such person had no
reasonable cause to believe that his or her conduct was unlawful. However,
no indemnification may be made with respect to a derivative action if such
person is adjudged to be liable to the corporation, unless and only to the
extent that the Delaware Court of Chancery or the court in which the action
was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems
proper. To the extent that a person has been successful in defense of any
action, suit or proceeding, Section 145(c) provides that such person shall
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be indemnified against expenses actually and reasonably incurred by him or
her in connection therewith. A corporation may also advance expenses
incurred in defending proceedings against an officer or a director upon
receipt of an undertaking by or on behalf of such officer or director to
repay such expenses to the corporation if it is ultimately determined that
such officer or director is not entitled to be indemnified for such
expenses. The indemnification and advancement of expenses provided under
the Delaware General Corporation Law are not exclusive of any other rights
to indemnification or advancement of expenses a person may be entitled to
under any bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
Under the terms of Article Eleven of the Registrant's Certificate of
Incorporation, as amended, and Article XII of the Registrant's Bylaws, as
amended, the Registrant shall indemnify any person who is or was a
director, officer, employee or agent of the Registrant (or is or was
serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise) in the manner and to the fullest extent permitted under Section
145 of the Delaware General Corporation Law against expenses, liabilities,
and other matters covered by or referred to in such Section 145.
As permitted by paragraph (7) of subsection (b) of Section 102 of the
Delaware General Corporation Law, Article XII of the Registrant's
Certificate of Incorporation, as amended, provides that no director of the
Registrant shall be liable to the Registrant or its stockholders for
monetary damages for breach of his or her fiduciary duty as a director
except for liability (a) for breach of the director's duty of loyalty to
the corporation or its stockholders; (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law; (c) under Section 174 of the Delaware General Corporation Law
(relating to unlawful declarations or payments of dividends or unlawful
stock purchases or redemptions); or (d) for any transaction from which the
director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation, as amended (incorporated by
reference to the Registrant's Form 10-K for the fiscal year ended
December 31, 1998)
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4.2 Bylaws, as amended (incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended December 31, 1998)
5.1 Opinion of General Counsel of the Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of General Counsel of the Registrant (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)
ITEM 9. UNDERTAKINGS
(1) The Registrant hereby undertakes:
(a) 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 Section 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 the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) 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;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
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Provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(c) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(d) 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.
(2) 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
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chantilly, Commonwealth of
Virginia.
GOVERNMENT TECHNOLOGY SERVICES, INC.
Dated: May 11, 1999 By: /s/ DENDY YOUNG
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Dendy Young,
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Dendy Young his or her
attorney-in-fact and agent, with full power of substitution for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with
the Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection with this Registration Statement, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ DENDY YOUNG Chairman and May 11, 1999
- --------------------------- Chief Executive Officer
Dendy Young (Principal Executive Officer)
and a Director
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Signature Title Date
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/s/ ROBERT D. RUSSEL Senior Vice President and May 11, 1999
- --------------------------- Chief Financial Officer
Robert D. Russell (Principal Financial and
Accounting Officer)
/s/ TANIA AMOCHAEV Director May 11, 1999
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Tania Amochaev
/s/ GERALD W. EBKER Director May 11, 1999
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Gerald W. Ebker
/s/ LEE JOHNSON Director May 11, 1999
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Lee Johnson
/s/ STEVEN KELMAN Director May 11, 1999
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Steven Kelman
/s/ JAMES J. LETO Director May 11, 1999
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James J. Leto
/s/ LAWRENCE J. SCHOENBERG Chairman Emeritus May 11, 1999
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Lawrence J. Schoenberg
/s/ JOHN M. TOUPS Director May 11, 1999
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John M. Toups
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INDEX TO EXHIBITS
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EXHIBIT |
NUMBER | DESCRIPTION
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5.1 | Opinion of General Counsel of the Registrant
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23.1 | Consent of Arthur Andersen LLP
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EXHIBIT 5.1
GENERAL COUNSEL OPINION
May 6, 1999
Government Technology Services, Inc.
3901 Stonecroft Boulevard
Chantilly, VA 20151-0808
Ladies and Gentlemen:
I am the General Counsel of Government Technology Services, Inc., a
Delaware corporation (the "Company"), and am delivering this opinion in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of
150,000 shares (the "Shares") of the Company's Common Stock, par value
$0.005 per share, issuable pursuant to 150,000 shares registered with
respect to options outstanding under nonqualified stock option agreements
with certain officers of the Registrant,
I have examined originals or copies of such documents, corporate
records and other instruments as I have deemed necessary for the purposes
of rendering this opinion.
On the basis of the foregoing, I am of the opinion that the Shares
have been duly authorized and, when and to the extent issued pursuant to
the Plan upon receipt by the Company of the option exercise prices
therefor, will be validly issued, fully paid and non-assessable.
I am licensed to practice law in the District of Columbia, and the
foregoing opinion is limited to the laws of such states, the federal laws
of the United States of America and the General Corporation Law of the
State of Delaware.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ JUDITH B. KASSEL
Judith B. Kassel
Vice President & General Counsel
and Corporate Secretary
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8, of
our report dated February 17, 1999 included in Government Technology
Services, Inc. and subsidiary's Form 10-K for the year ended December 31,
1998, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Washington, D.C.
May 7, 1999
