<PAGE>
As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GTSI CORP.
(Exact name of registrant as specified in its charter)
Delaware 54-1248422
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3901 Stonecroft Boulevard
Chantilly, Virginia 20151-1010
(703) 631-3333
(Address of Principal Executive Offices, Including Zip Code)
GOVERNMENT TECHNOLOGY SERVICES, INC.
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Dendy Young
Chairman and Chief Executive Officer
GTSI Corp.
3901 Stonecroft Boulevard
Chantilly, Virginia 20151-1010
(Name and Address of Agent for Service)
(703) 631-3333
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Carter Strong, Esq.
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Maximum Estimated Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.005 par value 500,000 shares $3.315 $1,657,500(1) $437.58
===========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low prices
reported in the Nasdaq National Market within five business days prior to
the date of filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1999.
(2) The Registrant's quarterly report on Form 10-Q for the period ended
June 30, 2000.
(3) The Registrant's quarterly report on Form 10-Q for the period ended
March 31, 2000.
(4) 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 ended December 31, 1999.
(5) The Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Exchange Act, containing a description of the Registrant's
common stock ("Shares"), including any amendment or report filed for the purpose
of updating such description.
In addition, all 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 have been
sold or which deregisters all 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 documents.
2
<PAGE>
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 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
3
<PAGE>
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
See Exhibit Index.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registrant Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in this Registration Statement;
(iii) Include any additional or changed material information on
the plan of distribution;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
-------- -------
(1)(ii) 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
by the Registrant pursuant to Section 13 or
4
<PAGE>
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) For determining liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
end of the offering.
(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chantilly, Commonwealth of Virginia.
GTSI CORP.
Dated: August 31, 2000 By: /s/ Dendy Young
------------------------------------------
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.
Signatures Title Date
---------- ----- ----
/s/ Dendy Young Chairman and Chief August 31, 2000
-------------------------- Executive Officer (Principal
Dendy Young Executive Officer) and a
Director
/s/ Robert D. Russell Senior Vice President and August 31, 2000
-------------------------- Chief Financial Officer
Robert D. Russell (Principal Financial and
Accounting Officer)
6
<PAGE>
/s/ Tania Amochaev Director August 31, 2000
--------------------------
Tania Amochaev
/s/ Gerald W. Ebker Director August 31, 2000
--------------------------
Gerald W. Ebker
/s/ Lee Johnson Director August 31, 2000
--------------------------
Lee Johnson
/s/ Steven Kelman Director August 31, 2000
--------------------------
Steven Kelman
/s/ James J. Leto Director August 31, 2000
--------------------------
James J. Leto
/s/ Lawrence J. Schoenberg Chairman Emeritus August 31, 2000
--------------------------
Lawrence J. Schoenberg
/s/ John M. Toups Director August 31, 2000
--------------------------
John M. Toups
7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
-------
4. The Government Technology Services, Inc. 1991 Employee Stock Purchase Plan,
as amended (filed as Exhibit 10.47 to the Company's Form 10-Q for the
period ending June 30, 2000)
5. Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning validity of
securities registered
23. Consents of experts and counsel
(a) Consent of Arthur Andersen LLP, Certified Public Accountants
(b) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel): included
in Exhibit 5
24. Power of Attorney: included on signature page
