UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 1998
Commission file number 0-19433
Technology Solutions Company
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(Exact name of registrant as specified in its charter)
Delaware 36-3584201
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(State or Other Jurisdiction (I.R.S. Employer
of Corporation) Identification No.)
205 North Michigan Avenue, Chicago, IL 60601
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(Address of principal executive offices) (Zip Code)
(312) 228-4500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On September 4, 1998, the Compensation Committee of the
Registrant's Board of Directors approved a program to reprice
(the "Option Repricing") those stock options of the Registrant
issued under the Technology Solutions Company 1996 Stock
Incentive Plan (the "Plan") that have an exercise price that is
currently above $10.875, the closing price of the
Registrant's Common Stock, $.01 par value per share ("Common
Stock"), on September 4, 1998 (the "Underwater Options"). A total
of 2,775,404 options issued under the Plan and outstanding as
of September 4, 1998 qualify as Underwater Options. The Option
Repricing will only apply to Underwater Options to the extent the
holders thereof elect to include Underwater Options held by them
in the Option Repricing.
Under the terms of the Option Repricing, holders of Underwater
Options will have a limited period of time in which to elect to
participate in the Option Repricing. Underwater Options included
in the Option Repricing will be terminated and new options
("Repriced Options") will be issued under the Plan to the holder
of the terminated Underwater Options. The number of shares of
Common Stock subject to the Repriced Options will be the same as
the number of shares currently subject to the Underwater Options
included in the Option Repricing, the exercise price of the
Repriced Options will be $10.875 (the closing price noted
above), the grant date of the Repriced Options will be September
4, 1998, and the vesting schedule and other terms of the Repriced
Options will be the standard vesting schedule (based on the new
grant date of the Repriced Option) and terms for options
issued under the Plan to existing employees of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 4th day of September
1998.
TECHNOLOGY SOLUTIONS COMPANY
Date: September 4, 1998 By: /s/ MARTIN T. JOHNSON
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Martin T. Johnson
Chief Financial Officer
