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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LANDMARK SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Virginia 54-1221302
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
8000 Towers Crescent Drive, Vienna, Virginia 22180
(Address of Principal Executive Offices)
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LANDMARK SYSTEMS CORPORATION FIRST AMENDED AND RESTATED 1989 STOCK
INCENTIVE PLAN, LANDMARK SYSTEMS CORPORATION 1992 STOCK INCENTIVE PLAN,
LANDMARK SYSTEMS CORPORATION 1994 STOCK INCENTIVE PLAN, LANDMARK SYSTEMS
CORPORATION 1991 EMPLOYEE STOCK PURCHASE PLAN AND LANDMARK SYSTEMS
CORPORATION 1996 ADVISORY BOARD AND DIRECTORS STOCK INCENTIVE PLAN
(Full Title of the Plans)
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Ralph E. Alexander
President
Landmark Systems Corporation
8000 Towers Crescent Drive
Vienna, Virginia 22180
(Name and Address of Agent for Service)
(703) 902-8000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Ellen A. Fredel, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 3,917,617 shares $9.25 $ 22,148,213.00 $6,535.00
$.01 par value per
share
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plans by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is based on
(i) for shares of stock currently outstanding, the price at which such shares
were issued; (ii) for options granted but not yet exercised, the price at which
such options may be exercised; and (iii) for options which have not yet been
granted, the average of the high and low sales prices of the Registrant's
Common Stock on February 10, 1998, as reported by the Nasdaq Stock Market
($9.25).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference and made a part
hereof:
(a) The Registration Statement on Form S-1 of Landmark Systems
Corporation (the "Registrant"), as filed with the Securities and Exchange
Commission (the "Commission") on September 15, 1997, together with all
amendments thereto (Registration Statement No. 333-35629);
(b) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), 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 hereby 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 13.1-697 of the Virginia Stock Corporation Act ("VSCA"), as
amended, authorizes a corporation to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if such individual has conducted himself in good faith and if, in
the course of conduct in his official capacity, he believed that his conduct
was in the best interest of the corporation, and in all other cases, he
believed that his conduct was at least not opposed to the corporation's best
interest. A corporation is also authorized to indemnify a director in the case
of any criminal proceeding if the director had no reasonable cause to believe
his conduct was unlawful. The termination of the proceeding by judgment,
order, settlement or conviction is not, of itself, determinative that the
director did not meet the prescribed standard of conduct. A corporation may
not indemnify a director in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation or
in connection with any other proceeding charging the
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director whether or not involving action in his official capacity in which the
director was adjudged liable on the basis that personal benefit was improperly
received by him.
Section 13.1-698 and 13.1-702 of the VSCA provide that unless limited
by its articles of incorporation, a corporation shall indemnify each director,
officer, employee or agent who entirely prevails in the defense of any
proceeding to which he was a party because he is or was a director, officer,
employee or agent of the corporation against reasonable expenses incurred by
him in connection with the proceeding.
Section 13.1-704(B) of the VSCA provides that any corporation shall
have the power to make any further indemnity, including indemnity with respect
to a proceeding by or in the right of the corporation, and to make additional
provisions for advances and reimbursement of expenses to any director, officer,
employee or resolution adopted, before by the articles of incorporation or by
any bylaw made by the shareholders or any resolution adopted, before or after
the event, by the shareholders except an indemnity against willful misconduct
or a knowing violation of criminal law.
Article Ninth of the Registrant's Articles of Incorporation provides
for indemnification of officers and directors in the situations authorized by
the VSCA.
The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers
against the cost of defense, settlement or payment of a judgment under certain
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
Item Number as per Item 601 of Regulation S-K.
5 Opinion of Shaw, Pittman, Potts & Trowbridge (including consent)
with respect to legality of the Common Stock registered hereunder (filed
herewith).
23 Consent of Price Waterhouse LLP (filed herewith).
ITEM 9. 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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
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(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;
provided, however, that paragraphs a(1)(i) and a(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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
Commission by the Registrant pursuant to Section 13 or 15(d) of 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, 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.
(b) The undersigned Registrant hereby 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 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 and will be governed
by the final adjudication of such issue.
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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 Vienna, and the Commonwealth of Virginia, on this
17th day of February, 1998.
LANDMARK SYSTEMS CORPORATION
a Virginia corporation
(Registrant)
By: /s/ Ralph E. Alexander
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Ralph E. Alexander
President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Patrick H. McGettigan Chairman of the Board of Directors February 17, 1998
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Patrick H. McGettigan
/s/ Katherine K. Clark Chief Executive Officer and Director February 17, 1998
- --------------------------------- (Principal Executive Officer)
Katherine K. Clark
President, Chief Operating Officer,
Chief Financial Officer, Treasurer,
/s/ Ralph E. Alexander Secretary and Director February 17, 1998
- ------------------------------- (Principal Financial Officer)
Ralph E. Alexander
/s/ Leslie J. Collins Vice President, Finance February 17, 1998
- ---------------------------------- (Principal Accounting Officer)
Leslie J. Collins
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Henry D. Barratt, Jr. Director February 17, 1998
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Henry D. Barratt, Jr.
/s/ Jeffrey H. Bergman Director February 17, 1998
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Jeffrey H. Bergman
/s/ T. Eugene Blanchard Director February 17, 1998
- --------------------------
T. Eugene Blanchard
/s/ Patrick W. Gross Director February 17, 1998
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Patrick W. Gross
</TABLE>
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
5 Opinion of Shaw, Pittman, Potts & Trowbridge (including
consent) with respect to legality
23 Consent of Price Waterhouse LLP
</TABLE>
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Exhibit 5
SHAW, PITTMAN, POTTS & TROWBRIDGE
2300 N Street, N.W.
Washington, D.C. 20037
February 13, 1998
Landmark Systems Corporation
8000 Towers Crescent Drive
Vienna, Virginia 22180
RE: LANDMARK SYSTEMS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Landmark Systems Corporation, a Virginia
corporation (the "Company"), in connection with the registration of 3,917,617
shares (the "Shares") of the Common Stock, $0.01 par value, of the Company
pursuant to a Registration Statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement"), relating to the Landmark Systems
Corporation First Amended and Restated 1989 Stock Incentive Plan, the Landmark
Systems Corporation 1992 Stock Incentive Plan, the Landmark Systems Corporation
1994 Stock Incentive Plan, the Landmark Systems Corporation 1991 Employee Stock
Purchase Plan, and the Landmark Systems Corporation 1996 Advisory Board and
Directors Stock Incentive Plan (collectively, the "Plans).
Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and other
instruments as we have deemed necessary and upon the laws as presently in
effect, we are of the opinion that the Shares have been duly authorized for
issuance by the Company, and that upon issuance and delivery in accordance with
the Plans referred to in the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
SHAW, PITTMAN, POTTS & TROWBRIDGE
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 30, 1997, except as to Note 14,
which is as of November 17, 1997, which appears on page F-2 of the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of
Landmark Systems Corporation dated November 18, 1997.
Price Waterhouse LLP
Falls Church, Virginia
February 13, 1998
