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As filed with the Securities and Exchange Commission on August 14, 1997
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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TECHNOLOGY SOLUTIONS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3584201
(State or Other Jurisdiction (I.R.S. Employer
of Identification Number)
Incorporation or
Organization)
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205 North Michigan Avenue, Suite 1500
Chicago, IL 60601
(312) 228-4500
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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Paul R. Peterson, Esq.
Senior Vice President
and General Counsel
Technology Solutions Company
205 North Michigan Avenue, Suite 1500
Chicago, IL 60601
(312) 228-4500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Copies to:
John O'Hare, Esq.
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
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Approximate date of commencement of proposed sale to the public: From time
to time following 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, check 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]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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,
check the following box: []
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Per Unit (2) Aggregate Offering Price (2) Registration Fee
- ------------------- --------------- --------------------------- ---------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01
Par Value 29,535 shares $24.81 $732,763.35 $222.05
</TABLE>
(1) Maximum number of shares that may be offered.
(2) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(c) of the Securities Act of 1933, based upon the average of the
reported high and low sales prices of Common Stock of the Registrant
reported in the consolidated reporting system on August 12, 1997.
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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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Subject to Completion
Dated August 14, 1997
PROSPECTUS
TECHNOLOGY SOLUTIONS COMPANY
29,535 SHARES OF COMMON STOCK,
$.01 PAR VALUE
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This Prospectus relates to up to 29,535 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of Technology Solutions
Company, a Delaware corporation (the "Company"), to be offered for the account
of a stockholder of the Company (the "Selling Stockholder"). The Shares
being offered hereby were issued to the Selling Stockholder in connection with
the acquisition of certain securities from the Selling Stockholder. See
"Selling Stockholder."
The Common Stock is quoted on The Nasdaq National Market (the "NSM") under
the symbol "TSCC." On August 12, 1997, the closing price of the Common Stock on
the NSM was $24.875 per share.
The Shares may be sold from time to time by the Selling Stockholder, or by
pledgees, donees, transferees or other successors in interest, in and/or
outside of the United States in transactions through underwriters, brokers,
dealers or agents, or through privately negotiated transactions, including
sales or distributions to persons affiliated with the Selling Stockholder and
direct sales or distributions to one or more purchasers. The sale or
distribution of the Shares may be effected from time to time in one or more
transactions (which may involve crosses or block transactions) on the NSM, in
the over-the-counter market, on a national securities exchange or otherwise
at fixed prices which may be changed, at market prices prevailing at the time
of sale, at prices related to such market prices or at negotiated prices.
The Selling Stockholder may effect such transactions by selling the Shares to
or through underwriters, brokers, dealers or agents who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder or the purchasers of the Shares for whom such
underwriters, brokers, dealers or agents may act. Sales of the Shares may
include one or more of the following: (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account; (c) an exchange distribution in
accordance with the rule of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholder may
arrange for other brokers or dealers to participate. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus. To
the extent required, the number of Shares to be sold, the purchase price, the
public offering price, if applicable, the name of any such underwriter,
broker, dealer or agent, and any applicable commissions, discounts or other
items constituting compensation to such underwriters, brokers, dealers, or
agents with respect to a particular offering will be set forth in a
supplement or supplements to this Prospectus (each, a "Prospectus
Supplement"). The aggregate proceeds to the Selling Stockholder from the
sale of the Shares so offered will be the purchase price of the Shares sold
less the aggregate commissions, discounts and other compensation, if any,
paid by the Selling Stockholder to underwriters, brokers, dealers, or agents.
See "PLAN OF DISTRIBUTION." The Company will not receive any proceeds from
the sale of the Shares but will bear certain of the expenses thereof. See
"USE OF PROCEEDS" and "PLAN OF DISTRIBUTION."
All expenses of registration incurred in connection herewith are being
borne by the Company, but all selling and other expenses incurred by the Selling
Stockholder will be borne by the Selling Stockholder.
The Selling Stockholder and any brokers, dealers, or agents that
participate with the Selling Stockholder in the distribution of any of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any discount or commission
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
SEE "RISK FACTORS," BEGINNING ON PAGE 4 OF THIS PROSPECTUS, FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Exchange Act") and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Such reports, proxy statements and other information may also be
inspected at the NSM, on which the Common Stock is listed, at 1735 K Street,
N.W., Washington, D.C. 20006. Copies of such material also may be obtained by
mail from the Public Reference Section of the Commission, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Additionally, the
Commission maintains a Web site on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission and that is located at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including the exhibits and amendments thereto, the "Registration
Statement") pursuant to the requirements of the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement, certain portions of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to the Registration Statement and the Exhibits
thereto for further information. Statements contained or incorporated by
reference herein concerning the provisions of any agreement or other document
filed as an Exhibit to the Registration Statement or otherwise filed with the
SEC are not necessarily complete and reference is hereby made to the copy
thereof so filed for more detailed information, each such statement being
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the office of the
Commission in Washington, D.C. without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.
All information contained in this Prospectus relating to the Selling
Stockholder or to the proposed or potential methods of distribution of Common
Stock being offered hereby has been supplied by the Selling Stockholder.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION
TO OR FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE)
ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST DIRECTED TO
TECHNOLOGY SOLUTIONS COMPANY, 205 NORTH MICHIGAN AVENUE, SUITE 1500, CHICAGO,
ILLINOIS 60601, ATTENTION: INVESTOR RELATIONS, TELEPHONE NUMBER: (312) 228-4500.
INCORPORATION OF DOCUMENTS BY REFERENCE
The information in the following documents (or specified portion thereof)
filed by the Company with the Commission (File No. 0-19433) pursuant to the
Exchange Act is incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
August 31, 1996, November 30, 1996 and February 28, 1997;
(c) The Company's Current Reports on Form 8-K dated June 19, June 26,
September 24, and December 19, 1996 and July 2, 1997; and
(d) The description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on July 25, 1991,
including any subsequent amendment or any report filed for the purpose
of updating such description.
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All reports and other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment to the
Registration Statement that indicates that all of the shares of Common Stock
offered hereby have been sold or that deregisters all shares of Common Stock
then remaining unsold shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such reports and
documents.
Any statements made herein or in a report or document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed report or document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference herein may be
deemed to constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such risks,
uncertainties and factors include, without limitation, risks associated with the
expansion of the Company's business and the management of growth, dependence on
key personnel, growth by acquisitions, changing economic conditions, rapidly
changing technology and the competitive environment, and other risks,
uncertainties and factors described from time to time in the Company's reports
filed with the Commission. Such risks, uncertainties and factors also include,
without limitation, those described herein under "Risk Factors".
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As used herein, unless the context otherwise clearly requires, the term
"Company" refers to Technology Solutions Company and its consolidated
subsidiaries.
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THE COMPANY
The Company provides strategic business and management consulting and
information technology services to major corporations and financial
institutions. These services help manufacturing, technology, health care,
telecommunications, financial services, and other service industry clients
transform their businesses, their internal business processes and their
relationships with customers, suppliers, distributors and employees. The
information technology ("IT") services provided by the Company help these
clients achieve clearly defined business benefits.
The Company's services span a wide range of strategic business and
management consulting services and IT services. The strategic business and
management consulting services offered include business strategic planning,
market research and analysis, new venture growth services, product and
distribution channel planning and organizational restructuring services. The
Company's IT services address the entire spectrum of IT consulting and systems
integration, including the identification of areas of a client's business that
can benefit from computer technology, feasibility studies, business case
justification, business procedure redesign and reengineering, benchmarking and
best practices, project management, architecture, logical and physical systems
design, hardware and software selection, programming, implementation, change
management, education, training, and benefits realization.
The Company is organized into specific areas of business focus, called
practice areas, to better address the needs of its clients by providing
specialized business and systems knowledge. The Company believes that a
structure based on focused practice areas gives its clients access to very
specialized industry and systems knowledge and allows its employees the
flexibility and opportunity to grow and develop.
The Company is currently organized into the following domestic practice
areas: Call Center; Enterprise Applications; Change & Learning Technologies;
Financial Services; the Strategy Group; Telecommunications; and Products.
Additionally, the Call Center, Financial Services, Enterprise Applications
and Change & Learning Technologies practice areas conduct business in
international markets.
The Company is a corporation formed under the laws of the State of
Delaware. Its principal executive offices are located at 205 North Michigan
Avenue, Suite 1500, Chicago, Illinois 60601, telephone: (312) 228-4500. In
addition to its Chicago office, the Company maintains domestic offices in the
New York; Atlanta; Boston; New Canaan, Connecticut; Minneapolis; San Francisco;
San Jose; Dallas; and Philadelphia metropolitan areas. International offices
are located in Mexico City, Mexico; London, England; Cologne, Germany; Bogata,
Colombia; and Toronto, Canada.
RISK FACTORS
THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE
INVESTORS, IN CONJUNCTION WITH THE OTHER INFORMATION INCLUDED AND INCORPORATED
BY REFERENCE IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT DECISION. SEE ALSO
"FORWARD- LOOKING STATEMENTS."
RISKS RELATING TO THE BUSINESS
The Company's business is subject to certain risks and uncertainties, including
the need to anticipate changes in technology to provide IT services on a timely
basis, competition from other companies with substantially greater financial,
technical and other resources, relatively low barriers to entry, the growth in
IT services offered by others, and the need to protect the Company's proprietary
rights.
RAPID TECHNOLOGICAL CHANGE
The systems consulting and implementation market has experienced rapid
technological advances and developments in recent years. Failure of the Company
to stay abreast of such advances and developments could materially adversely
affect its business. The Company additionally utilizes a number of different
technologies in developing and providing IT solutions for its customers. The
technologies used by the Company are developing rapidly and are characterized by
evolving industry standards in a wide variety of areas. While the Company
evaluates technologies on an ongoing basis and endeavors to utilize those that
are most effective in developing IT solutions for its customers, there can be no
assurance that the technologies utilized by the Company and the expertise gained
in those technologies will continue to be applicable in the future. There can
be no assurance that new technologies will be made available to the Company or
that such technologies can be economically applied by the Company. The
inability to apply
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existing technologies and expertise to subsequent projects could have a material
adverse effect on the Company's business, operating results and financial
condition.
MANAGEMENT OF GROWTH
The Company's business has grown significantly since its inception, and the
Company anticipates future growth. The growth of the Company's business and the
expansion of its customer base have resulted in a corresponding growth in the
demands on the Company's management and personnel and its operating systems and
internal controls. Any future growth may further strain existing management
resources and operational, financial, human and management information systems
and controls, which may not be adequate to support the Company's operations.
The Company is currently increasing its expense levels as a result of a number
of factors, including substantial increases in the number of employees, the
opening of new offices, investments in equipment, training of employees and the
development of methodologies, tools, etc. An unexpected decline in revenues
without a corresponding and timely reduction in staffing and other expenses, or
a staffing increase that is not accompanied by a corresponding increase in
revenues, could have a material adverse effect on the Company's operating
results. There can be no assurance that the Company will be able to manage its
recent or future growth successfully. In addition, there can be no assurance
that the Company will continue to grow or sustain the rate of growth it has
experienced in the past.
The Company expects that it will need to develop further its financial and
management controls, reporting systems and procedures to accommodate future
growth. There can be no assurance that the Company will be able to develop such
controls, systems or procedures effectively or on a timely basis, and the
failure to do so would have a material adverse effect on the Company's business,
operating results and financial condition.
ABILITY TO ATTRACT AND RETAIN EMPLOYEES
The Company's business consists mainly of professional services and is
inherently labor intensive. The Company's success depends in large part upon its
ability to attract, retain and motivate highly skilled employees, particularly
senior project managers and other senior personnel, for its domestic and
international operations. Qualified senior project managers within and outside
the United States are in particularly great demand and are likely to remain a
limited resource for the foreseeable future. Several attributes of the Company's
work environment pose challenges to the Company's ability to attract and retain
employees, including (i) extensive travel requirements, (ii) the Company's
intense work environment and culture, (iii) the Company's standards for employee
technical skills and job performance and (iv) the Company's practice of
adjusting the number of technical personnel to reflect active project levels.
Although the Company expects to continue to attract sufficient numbers of highly
skilled employees and to retain its existing senior project managers and other
senior personnel for the foreseeable future, there can be no assurance that the
Company will be able to do so. Failure to attract and retain key personnel could
have a material adverse effect upon the Company's business, operating results
and financial condition.
GROWTH BY ACQUISITION
The Company may grow in part by acquiring existing businesses. The success of
this plan depends upon, among other things, the ability of the Company and its
management to integrate acquired personnel, operations, products and
technologies into its organization effectively, to retain and motivate key
personnel of acquired businesses and to retain customers of acquired firms.
There can be no assurance that the Company will be able to identify suitable
acquisition opportunities, consummate acquisitions or successfully integrate
acquired personnel and operations into the Company. In addition, acquisitions
by the Company may involve certain other risks, including potentially dilutive
issuances of equity securities and the diversion of management's attention from
other business concerns.
DEPENDENCE ON KEY PERSONNEL
Although the Company does not believe that the loss of any particular individual
would have a material adverse impact on the Company, the loss of some or all of
the Company's senior managers could have a material adverse impact on the
Company, including its ability to secure and complete engagements. The Company
has employment agreements with its President, Executive Vice Presidents and its
Vice Presidents that contain noncompetition, nondisclosure and nonsolicitation
covenants. The employment agreements with the President and Executive Vice
Presidents do not have fixed expiration dates and may be terminated by either
the Company or the employee on 90 days' written notice. The employment
agreements with the other Vice
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Presidents generally have a fixed initial term but are automatically renewed for
successively one-year periods unless terminated by either the Company or the
employee on 90 days' written notice. Other senior employees also have employment
agreements that are generally terminable by the Company or the employee upon 30
to 90 days written notice.
UNASSIGNED LABOR COSTS
The Company's unassigned labor costs, which represent salaries of, and other
expenses allocated to, systems professionals not assigned to a specific project,
have gradually increased as a percentage of revenues over time. The Company
attempts to reassign employees who meet its performance requirements to other
active projects when they are no longer needed on a particular project.
However, since the Company generally recruits personnel in advance of the
commencement of certain projects in order to meet the needs of such projects,
any cancellation or delays in the anticipated projects could increase the
unassigned labor costs and might cause a material adverse effect upon the
Company's business, operating results and financial condition.
CYCLICALITY
Certain of the Company's customers and potential customers are in industries
that experience cyclical variations in profitability, which may in turn affect
their willingness or ability to fund systems projects such as those for which
the Company may be engaged. The Company's experience indicates, however, that
competitive pressures in cyclical industries sometimes compel businesses to
undertake systems projects even during periods of losses or reduced
profitability.
QUARTERLY RESULTS MAY FLUCTUATE
The Company's results may fluctuate from quarter to quarter as a result of
various factors such as differences in the number of billing days and/or
holidays between quarters, the number of vacation days and sick days taken by
the Company's employees in a particular quarter, and varying weather
conditions. These and other factors can reduce revenues in a given quarter
with a corresponding adverse impact on the Company's margins.
PROJECT RISKS
Because of the project based nature of the Company's work and the fact that
many of the projects undertaken by the Company are large projects, there is a
risk of a material impact on operating results because of the unanticipated
suspension or cancellation of a large project or the financial difficulties
of a client. The suspension or cancellation of a project or the financial
difficulties of a client could result in a drop in revenues, the need to
reassign staff, a potential dispute with a client regarding moneys owed for
consulting work and expenses, and a lessening of TSC's reputation.
In addition, because many of the Company's projects are high profile, mission
critical projects for major clients, a failure or inability to meet a client's
expectations with respect to a major project undertaken by the Company could
damage its reputation and affect its ability to attract new business. Third
party products and services are integral to the success of certain Company
projects. To the extent that third parties do not deliver effective products
and services on a timely basis, the Company's project results could be
negatively impacted. Although the Company attempts to limit this risk in its
engagement arrangements with clients and maintains errors and omissions
insurance, the failure of a project could also result in significant financial
exposure to the Company.
COMPETITION
The systems consulting and implementation market comprises a large number of
participants, is subject to rapid changes and is highly competitive. The
Company competes with and faces potential competition from a number of companies
that have significantly greater financial, technical and marketing resources and
greater name recognition than the Company. The Company also competes with
smaller service providers whose specific, more narrowly focused service
offerings may be more attractive to potential clients than the Company's
multi-dimensional approach. The Company's clients primarily consist of Fortune
1000 and other large corporations and there are an increasing number of
professional services firms seeking systems consulting and implementation
engagements from that client base. The Company believes that its ability to
compete depends in part on a number of factors outside its control, including
the ability of its competitors to hire, retain and motivate a significant number
of senior
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project managers, the ownership by competitors of software used by potential
clients, the development by others of software that is competitive with the
Company's products and services, and the price at which others offer comparable
services.
In addition, the Company's clients could develop or acquire in-house expertise
in services similar to those provided by the Company, which would significantly
reduce demand for the Company's services. No assurance can be given that the
Company will be able to maintain its existing client base, maintain or increase
the level of revenue generated by its existing clients or be able to attract new
clients.
SUSCEPTIBILITY TO GENERAL ECONOMIC CONDITIONS
The Company's revenues and results of operations will be subject to fluctuations
based on the general economic conditions of the United States as well as the
foreign countries in which it operates. If there were to be a general economic
downturn or a recession in the United States or the foreign countries in which
it operates, then the Company expects that business enterprises would cut back
on their spending on, or reduce their budget for, IT services. In the event of
such an economic downturn, there can be no assurance that the Company's
business, operating results and financial condition would not be materially and
adversely affected.
COST OVERRUNS
Although the Company's engagement contracts are generally on a time and
material basis, some of its contracts are on a "not-to-exceed" or fixed-price
basis. The failure of the Company to complete a project to the client's
satisfaction within the "not-to-exceed" or fixed fee exposes the Company to
unrecoverable cost overruns, which could have a materially adverse effect on the
Company's business, results of operations and financial condition.
INTELLECTUAL PROPERTY RIGHTS
A majority of the Company's customers have required the Company, as a
condition to performing services for such customers, to grant to the customer
all proprietary and intellectual property rights with respect to the work
product resulting from the performance of such services, including the
intellectual property rights to any custom software developed by the Company
for such customer. Each such grant of proprietary and intellectual property
rights would limit the Company's ability to reuse work product components and
work product solutions with other customers. In a limited number of such
situations, the Company has obtained, and in the future may attempt to
obtain, ownership interest or a license from its customer to permit the
Company to market custom software for the joint benefit of the customer and
the Company. Such arrangements may be nonexclusive or exclusive, and
licensors to the Company may retain the right to sell products and services
that compete with those of the Company. There can be no assurance, however,
that the Company will be able to negotiate licenses upon terms acceptable to
the Company.
The Company also develops certain foundation and application software tools and
products that are owned by the Company and licensed to its clients. The Company
regards such software as proprietary and protects its rights in such software
where appropriate with copyrights, trademarks, trade secret laws and contractual
restrictions on disclosure and transferring title. To date, the Company has not
filed any applications for the registration of patents or copyrights on any of
its software, although the Company does presently hold certain registered
trademarks for some of its software products. There can be no assurance that any
such steps taken by the Company in this regard will be adequate to deter
misappropriation of its proprietary rights or independent third party
development of functionally equivalent products.
In addition, the Company's success is dependent upon its specialized expertise
and methodologies. To protect such proprietary information, the Company relies
upon a combination of trade secret and common laws, employee nondisclosure
policies and third party confidentiality agreements. However, there can be no
assurance that any such steps taken by the Company in this regard will be
adequate to deter misappropriation of its specialized expertise and
methodologies.
Although the Company believes that its services and products do not infringe on
the intellectual property rights of others, there can be no assurance that such
a claim will not be asserted against the Company in the future.
RISKS OF CONDUCTING INTERNATIONAL OPERATIONS
The Company has been significantly increasing its international operations in
recent years and expects to continue to do so in the future. Because the cost
of doing business abroad is higher for U.S. businesses than the cost of doing
business domestically, the
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Company could experience a decline in its operating margins as the significance
of its international operations increases. International operations and the
provision of services in foreign markets are subject to a number of special
risks, including currency exchange rate fluctuations, trade barriers, exchange
controls, national and regional labor strikes, political risks, additional
security concerns and risks of increases in duties, taxes and governmental
royalties, as well as changes in laws and policies governing operations of
foreign-based companies. In addition, the Company's continued success and future
growth internationally will depend upon its ability to attract, develop and
retain a sufficient number of highly skilled, motivated local professional
employees in each of those foreign countries where it conducts operations.
Competition for such local personnel qualified to deliver most of the Company's
services is intense, and there can be no assurance that the Company will be able
to recruit, develop and retain a sufficient number of highly skilled, motivated
local professionals to compete successfully internationally.
POSSIBLE VOLATILITY OF STOCK PRICE; QUARTERLY FLUCTUATIONS IN OPERATING RESULTS
The market price for the Common Stock may be significantly affected by factors
such as the announcement of new products or services by the Company or its
competitors, technological innovation by the Company, its competitors or other
vendors, quarterly variations in the Company's operating results or the
operating results of the Company's competitors, general conditions in the
Company's and its customers' market, changes in earnings estimates by analysts
or reported results that vary materially from such estimates. In addition, the
stock market has experienced significant price fluctuations that have
particularly affected the market prices of equity securities of many high
technology and emerging growth companies and that often have been unrelated to
the operating performance of such companies. These broad market fluctuations
may materially and adversely affect the market price of the Common Stock.
Following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against such a
company and its officers and directors. Any such litigation against the Company
could result in substantial costs and a diversion of management's attention and
resources, which could have a material adverse effect on the Company's business,
operating results and financial condition.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial numbers of shares of Common Stock into the public market,
or the perception that such sales could occur, could materially adversely affect
the market price of the Common Stock or could impair the Company's future
ability to obtain capital through an offering of equity securities.
As of June 30, 1997, there were 25,036,293 shares (after the Company's
three-for-two stock distribution distributed on August 1, 1997) of Common
Stock outstanding, of which 24,413,984 were freely tradeable by persons who
are not "affiliates" of the Company within the meaning of Rule 144 under the
Securities Act, and 622,310 (including the Shares offered hereby) were
eligible for public sale, subject to compliance with the restrictions of Rule
144 under the Securities Act. Shares purchased in connection with the
offering made hereby will be freely tradeable without restriction under the
Securities Act by persons who are not "affiliates" of the Company within the
meaning of Rule 144 under the Securities Act.
As of June 30, 1997, 8,076,723 shares (after the Company's three-for-two
stock distribution distributed on August 1, 1997) of Common Stock were
issuable upon exercise of currently outstanding stock options and may become
eligible for public sale at various times when such stock options are
exercisable. In addition, as of June 30, 1997, the Company had available for
issuance under its employee benefit plans an additional 2,878,310 shares
(after the Company's three-for-two stock distribution distributed on August
1, 1997) of Common Stock which may also become eligible for public sale at
various times.
The Company may also issue an additional 23,376 shares of Common Stock to
certain individuals in connection with the Company's acquisition of HRM
Resources, Inc. earlier this year. Such shares, if issued, will be eligible
for public sale, subject to compliance with the restrictions of Rule 144
under the Securities Act.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Certificate of Incorporation and Bylaws
(including the authority of the Board of Directors to issue preferred stock and
the staggered terms for members of the Company's Board of Directors) could make
it more difficult for stockholders to effect certain corporate actions. These
provisions and the prohibition against certain business combinations contained
in Section 203 of the Delaware General Corporation Law could have the effect of
delaying, deferring or preventing a change in control of the Company or the
removal of existing management of the Company.
8
<PAGE>
ABSENCE OF DIVIDENDS
The Company has never paid dividends on its Common Stock and does not anticipate
paying any such dividends in the foreseeable future.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any of the
Shares offered hereby.
SELLING STOCKHOLDER
In connection with the Company's acquisition (the "Transaction") of The
Bentley Company, Inc., a Massachusetts corporation now known as "The Bentley
Group, Inc." ("Bentley Co."), the Company delivered to William Bentley, who
is the Selling Stockholder, 29,535 shares of Common Stock (or the equivalent
of 19,690 shares prior to the Company's three-for-two stock distribution
distributed on August 1, 1997), which are the Shares. Under the Agreement and
Plan of Merger (the "Merger Agreement") executed by the Selling Stockholder,
the Company, Bentley Co. and BCI Acquisition Corp., the Company has agreed to
register the Shares. From time to time, the Selling Stockholder will
determine the number of the Shares that he may sell. The Selling Stockholder
has informed the Company that the determination to sell will depend on a
number of factors, including the price of the Common Stock from time to time.
The information in the following table sets forth the information provided by
the Selling Stockholder concerning the Selling Stockholder's ownership of the
Shares.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to the Offering After the Offering
--------------------- ------------------
Number of Percentage of Number of Percentage of
Shares of Common Shares Shares of Common
Name Common Stock(1) Stock Offered Common Stock(2) Stock
- ---- ------------ ----- ------- ------------ -----
<S> <C> <C> <C> <C> <C>
William Bentley 29,535 * 29,535 0 *
</TABLE>
- -----
* Less than one percent.
(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable in connection with the Shares by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that results in an
increase in the number of the Company's outstanding shares of Common Stock.
(2) Assuming that the Selling Stockholder sells all of the Shares offered
hereby.
In connection with the Transaction, the Selling Stockholder and the
Company entered into an Employment Agreement under which the Selling
Stockholder is employed as a Senior Vice President of the Company. The
Selling Stockholder was an officer, director and shareholder of Bentley Co.
during the three years preceding the Transaction. Other than his direct and
indirect involvement in the Transaction and his employment relationship, the
Selling Stockholder has not had any material relationship with the Company or
any of its predecessors or affiliates within the past three years.
The Selling Stockholder may be deemed to be an "underwriter" within the
meaning of the Securities Act, in which case any profit on the resale of the
Shares may be deemed to be underwriting commissions or discounts under the
Securities Act.
9
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder, or
by pledgees, donees, transferees or other successors in interest in and/or
outside of the United States in transactions through underwriters, brokers,
dealers or agents, or through privately negotiated transactions, including
sales or distributions to persons affiliated with the Selling Stockholder and
direct sales or distributions to one or more purchasers.
The sale or distribution of the Shares may be effected from time to time in
one or more transactions (which may involve crosses or block transactions) on
the NSM, in the over-the-counter market, on a national securities exchange or
otherwise at fixed prices which may be changed, at market prices prevailing at
the time of sale, at prices related to such market prices or at negotiated
prices. The Selling Stockholder has advised the Company that he may effect such
transactions by selling the Shares to or through underwriters, brokers, dealers
or agents who may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder or the purchasers of the Shares for
whom such underwriters, brokers, dealers or agents may act.
Sales of the Shares may include one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholder may arrange for other brokers or dealers to participate. In
addition, any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
At the time a particular sale or distribution is made, a Prospectus
Supplement, to the extent required, will be distributed which will set forth the
aggregate amount of Shares being offered, the name of the Selling Stockholder,
the purchase price, the amount of expenses and the terms of the sale or
distribution, including the name or names of any underwriters, brokers, dealers
or agents, any discounts, commissions and other items constituting compensation
from the Selling Stockholder and any discounts, commissions or concessions
allowed or paid to underwriters, brokers, dealers or agents.
Underwriters, brokers, dealers and agents may be entitled under agreements
entered into with the Selling Stockholder to indemnification by the Selling
Stockholder against certain civil liabilities, including liabilities under the
Securities Act. Such underwriters, brokers, dealers and agents may be customers
of, may engage in transactions with, or perform services for the Selling
Stockholder in the ordinary course of business.
Any underwriter, broker, dealer or agent participating in the sale or
distribution of the Shares may be deemed to be an underwriter, as that term is
defined in the Securities Act, of the Shares so offered and sold, and any
discounts or commissions received by it from the Selling Stockholder and any
profit realized by it on the distribution, sale or resale of the Shares may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Stockholder may not bid for, purchase, or attempt to induce any
person to bid for or purchase, shares of Common Stock during a period commencing
one business day prior to the determination of the offering price of any Shares
and ending on the Selling Stockholder's completion of participation in the
distribution. In addition and without limiting the foregoing, the Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder including, without limitation, Regulation M.
The Company has agreed to use its reasonable best efforts to keep the
Registration Statement continuously effective and usable for a 135-day period
beginning on the date on which the Registration Statement becomes effective, or
such shorter period which will terminate when all the Shares covered by the
Registration Statement have been sold pursuant to the Registration Statement.
VALIDITY OF SHARES
The validity of the Shares offered hereby will be passed upon for the
Company by Paul R. Peterson, Senior Vice President, General Counsel and
Secretary of the Company. As of June 30, 1997, Mr. Peterson owned 3,995
shares of Common Stock and had the right to acquire a total of 176,999 shares
of Common Stock through the exercise of stock options granted under stock
option plans of the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended May 31, 1996,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm in auditing and
accounting.
-------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THIS PROSPECTUS OTHER
THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE HEREIN, AND, IF GIVEN OR MADE,
SUCH
10
<PAGE>
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY EITHER THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-------------------------
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses in connection with the issuance and distribution of the
securities to be registered, other than underwriting discounts and commissions,
are as follows:
Registration Fee . . . . . . . . . . . . . . . . . . . . . . $ 222.05
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . 1,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . 2,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 0
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,222.05
--------
--------
All such expenses will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes Delaware
corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Certificate of Incorporation and Bylaws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Delaware law. The Company also maintains directors' and officers'
liability insurance.
ITEM 16. EXHIBITS.
The following documents are filed herewith or incorporated by reference
(Commission File No. 0-19433) and made a part of this Registration Statement.
Items marked with an asterisk are filed herewith.
Exhibit Description of Document
- ------- -----------------------
4.01 Certificate of Incorporation of the Company, as amended, filed as
Exhibit 3.01 to the Company's Registration Statement on Form S-1 (File
No. 33-41824), is hereby incorporated by reference.
4.02 Bylaws of the Company, as amended, filed as Exhibit 3.02 to the
Company's Registration Statement on Form S-1 (File No. 33-41824), are
hereby incorporated by reference.
5* Opinion of the Company's General Counsel, Paul Peterson, as to the
legality of the securities registered.
23.01* Consent of Price Waterhouse LLP.
23.02* Consent of Paul R. Peterson (included in Exhibit 5).
24* Powers of Attorney+
______________________
+ On June 20, 1997, the Company's Board of Directors approved a fifty percent
(50%) stock distribution to be distributed on August 1, 1997, to stockholders
of record, including the Selling Stockholder, as of the close of business on
July 10, 1997. These Powers of Attorney were executed prior to such
distribution and reflect shares of Common Stock on a pre-distribution basis.
12
<PAGE>
ITEM 17. UNDERTAKINGS.
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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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 (1)(i) and (1)(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 with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.
(4) 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 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.
(5) 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 the 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.
13
<PAGE>
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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Chicago, Illinois, on August 14, 1997.
Technology Solutions Company
By: John T. Kohler
------------------------------------
John T. Kohler
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:
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
* Chairman of the Board and Director
- -------------------
William H. Waltrip
John T. Kohler President, Chief Executive Officer and Director August 14, 1997
- -------------------
John T. Kohler (Principal executive officer)
Martin T. Johnson Senior Vice President and Chief Financial Officer August 14, 1997
- -------------------
Martin T. Johnson (Principal financial and accounting officer)
* Director
- -------------------
Michael J. Murray
* Director
- -------------------
Stephen B. Oresman
* Director
- -------------------
John R. Purcell
* Director
- -------------------
Michael J. McLaughlin
* By: Paul R. Peterson August 14, 1997
--------
Paul R. Peterson
Attorney-in-fact
</TABLE>
14
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-3
Exhibit No. Description of Exhibit
- ---------- ----------------------
4.01 Certificate of Incorporation of the Company,
as amended, filed as Exhibit 3.01 to the Company's
Registration Statement on Form S-1, Registration Number
33-41824, is incorporated herein by reference.
4.02 Bylaws of the Company, as amended, filed as Exhibit 3.02
to the Company's Registration Statement on
Form S-1, Registration Number 33-41824, is incorporated
herein by reference.
*5 Opinion of the Company's General Counsel, Paul Peterson, as to
the legality of the securities registered.
*23.01 Consent of Price Waterhouse LLP.
*23.02 Consent of Paul R. Peterson (included in Exhibit 5).
*24 Powers of Attorney.+
______________________
* Filed herewith
+ On June 20, 1997, the Company's Board of Directors approved a fifty percent
(50%) stock distribution to be distributed on August 1, 1997, to stockholders
of record, including the Selling Stockholder, as of the close of business on
July 10, 1997. These Powers of Attorney were executed prior to such
distribution and reflect shares of Common Stock on a pre-distribution basis.
15
<PAGE>
[Letterhead]
August 14, 1997
Board of Directors
Technology Solutions Company
205 N. Michigan Ave., Suite 1500
Chicago, IL 60601
RE: TECHNOLOGY SOLUTIONS COMPANY REGISTRATION STATEMENT ON FORM S-3
Dear Gentlemen:
As General Counsel of Technology Solutions Company, a Delaware corporation
(the "Company"), I have participated in the preparation and the filing by the
Company of a Registration Statement on Form S-3 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 29,535 shares of the Company's common stock, par value
$.01 per share ("Common Stock"), to be offered and sold by William Bentley
(the "Selling Stockholder"). The Board of Directors of the Company, by
resolutions duly adopted on May 29, 1997 approved the execution and filing of
the Registration Statement. I have examined such agreements, documents,
instruments and records as I deemed necessary or appropriate under the
circumstances for me to express the opinion set forth below.
Based upon and subject to the foregoing, it is my opinion that the Common
Stock is duly authorized and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the reference
made to me under the heading "Legal Matters" set forth in the Prospectus
forming a part of the Registration Statement.
Very truly yours,
Paul R. Peterson
Senior Vice President, Secretary and General Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated June 26, 1996 appearing on page 32 of Technology Solutions Company
Annual Report on Form 10-K for the year ended May 31, 1996. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
August 11, 1997
Chicago, Illinois
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Technology Solutions
Company, a Delaware corporation, does hereby constitute and appoint Paul R.
Peterson and Martin T. Johnson his or her true and lawful attorneys and agents,
each with full power and authority (acting alone and without the other) to
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-3 under the Securities Act of 1933,
as amended, with respect to the registration of up to 19,690 shares of common
stock, par value $0.01 per share, of Technology Solutions Company, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective.
The undersigned hereby grants onto such attorneys and agents, and each of them,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorneys and agents may do or cause to be done by
virtue of these presents.
Dated this 25th day of June, 1997.
William H. Waltrip
____________________________________
William H. Waltrip
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Technology Solutions
Company, a Delaware corporation, does hereby constitute and appoint Paul R.
Peterson and Martin T. Johnson his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the registration of up to
19,690 shares of common stock, par value $0.01 per share, of Technology
Solutions Company, and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants onto such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 25th day of June, 1997.
Michael J. Murray
____________________________________
Michael J. Murray
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Technology Solutions
Company, a Delaware corporation, does hereby constitute and appoint Paul R.
Peterson and Martin T. Johnson his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the registration of up to
19,690 shares of common stock, par value $0.01 per share, of Technology
Solutions Company, and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants onto such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 30th day of June, 1997.
Stephen B. Oresman
____________________________________
Stephen B. Oresman
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Technology Solutions
Company, a Delaware corporation, does hereby constitute and appoint Paul R.
Peterson and Martin T. Johnson his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the registration of up to
19,690 shares of common stock, par value $0.01 per share, of Technology
Solutions Company, and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants onto such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 25th day of June, 1997.
John R. Purcell
____________________________________
John R. Purcell
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Technology Solutions
Company, a Delaware corporation, does hereby constitute and appoint Paul R.
Peterson and Martin T. Johnson his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the registration of up to
19,690 shares of common stock, par value $0.01 per share, of Technology
Solutions Company, and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants onto such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 25th day of June, 1997.
Michael J. McLaughlin
____________________________________
Michael J. McLaughlin
