<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998
Registration No. 333 -______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TECHNOLOGY SOLUTIONS COMPANY
(Exact name of registrant as specified in its charter)
_________________________
DELAWARE 36-3584201
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(312) 228-4500
(Address of Principal Executive Offices)
_____________________
TECHNOLOGY SOLUTIONS COMPANY 1998 STOCK OPTION REPRICING PLAN
(Full title of each plan)
_____________________
PAUL R. PETERSON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TECHNOLOGY SOLUTIONS COMPANY
205 NORTH MICHIGAN AVENUE
SUITE 1500
CHICAGO, ILLINOIS 60601
(Name and address of agent for service)
_____________________
(312) 228-4500
(Telephone number, including area code, of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered(1) per option(2) offering price(2) Registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase Shares
of Common Stock, $.01 par value 2,775,404 options $10.875 $30,182,518 $8,904
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
1 Based on the maximum number of options that may be issued pursuant to the
Technology Solutions Company 1998 Stock Option Repricing Plan (the
"Repricing Plan") upon the surrender for cancellation of presently
outstanding options to acquire shares of Common Stock of Technology
Solutions Company.
2 Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(g) under the Securities Act of 1933, based upon the
exercise price of the options that may be issued pursuant to the Repricing
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be included herewith
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be included herewith
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed (File No. 0-19433)
with the Securities and Exchange Commission (the "Commission") by Technology
Solutions Company, a Delaware corporation (the "Company"), are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998;
(b) the Company's Current Report on Form 8-K filed with the
Commission on July, 8, 1998;
(c) the Company's Current Report on Form 8-K filed with the
Commission on September 4, 1998; and
(d) the description of the Common Stock contained in the
Registration Statement on Form 8-A filed by the Company
with the Commission on July 29, 1991, including any
amendments or reports filed for the purpose of updating
such description.
In addition to the foregoing, all documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of this Registration Statement and 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, are deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of filing of such
documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement, including financial statements, contained in an
Incorporated Document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
<PAGE>
statement contained herein or in any other subsequently filed Incorporated
Document 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The securities registered hereunder consist of options to purchase
("Options") a maximum of 2,775,404 shares of Common Stock, $.01 par value (the
"Common Stock"), of the Company. Pursuant to the terms of the Repricing Plan,
the Options will be granted under the Technology Solutions Company 1996 Stock
Incentive Plan (the "1996 Plan"). The 1996 Plan is administered by a
committee designated by the Board of Directors of the Company (the
"Committee").
Pursuant to the terms and conditions of the Repricing Plan,
commencing on September 8, 1998 holders of options to purchase shares of
Common Stock previously granted under the 1996 Plan with an exercise price
per share of Common Stock that is GREATER than $10.875 ("Eligible Options")
may elect to cancel such options ("Participating Holders") and receive
Options in exchange therefor by completing and executing an election form and
signature page, indicating those grants of Eligible Options to be canceled in
exchange for Options, and returning the completed and signed election form
and signature page to the Company's Chicago office either by facsimile or by
U.S. mail no later than September 18, 1998.
The exercise price, grant date and vesting schedule for each
Option will be as follows:
EXERCISE PRICE $10.875 per share.
GRANT DATE September 4, 1998.
VESTING SCHEDULE An option to purchase 1/3 of the shares initially
subject to a given Option will vest and become
exercisable on September 4, 1999.
On the last day of each calendar month for 24 months
thereafter, an option to purchase 1/36 of the shares
initially subject to a given Option will vest and
become exercisable.
The effective grant date of the Options will be September 4, 1998
(the "Grant Date"). The maximum term of an Option will be the date which is
10 years after the Grant Date (the "Expiration Date"). Each Option will
terminate, to the extent not exercised or earlier terminated by the holder
thereof pursuant to the terms of the written agreement by which it is
governed (the "Option Agreement"), on its Expiration Date. In no event will
an Option be exercisable after it terminates.
As of the date hereof, there are outstanding no other options
with the same terms as the Options, and there is no established
public trading market for the Options. The Options may be adjusted as
follows: in case the number of outstanding shares of Common Stock (or any
other class of common stock of the Company) is increased by stock split,
stock dividend, recapitalization or other similar relevant change in the
capitalization of the Company (which will not include the sale by the Company
of shares of any class of stock or securities convertible into such shares),
the number of shares of Common Stock which may thereafter be purchased
pursuant to such Option will be proportionately increased and the purchase
price per share will be proportionately reduced; or in case the number of
outstanding shares of Common Stock (or any other class of common stock of the
Company) is reduced by reverse stock split, combination of shares,
recapitalization or other similar relevant change in the capitalization of
the Company (which will not include the purchase or retirement by the Company
of shares of any class of stock or securities convertible into such shares),
the number of shares of Common Stock which may thereafter be purchased
pursuant to the Option will be proportionately reduced and the purchase price
per share will be proportionately increased.
<PAGE>
DESIGNATION OF OPTIONS AS NONQUALIFIED STOCK OPTIONS. Each
Option will be designated as not constituting an "incentive stock option"
within meaning of Section 422A of the Internal Revenue Code of 1986, as
amended, and each Option Agreement will be interpreted and treated
consistently with such designation.
TERMINATION OF OPTIONS
If, prior to the first anniversary of the Grant Date, a
Participating Holder's employment by the Company terminates for any reason
whatsoever (including, without limitation, involuntary termination by the
Company) other than death or disability (as defined in the Option Agreement),
each Option held by such Participating Holder will terminate in its entirety
upon the effective date of the Participating Holder's termination of
employment.
If, on or after the first anniversary of the Grant Date, a
Participating Holder's employment by the Company terminates for any reason
whatsoever (including, without limitation, involuntary termination by the
Company) other than death, Disability, or Retirement (as defined in the
Option Agreement), each Option held by such Participating Holder will remain
exercisable with respect to the number of shares subject to the Option that
were exercisable upon the effective date of the Participating Holder's
termination of employment and will thereafter be exercisable for a period of
90 days from the effective date of the Participating Holder's termination of
employment or until the Expiration Date, whichever period is shorter, after
which the Option will terminate in its entirety.
If a Participating Holder's employment by the Company terminates
by reason of the Participating Holder's death, each Option held by such
Participating Holder will become exercisable with respect to any or all of
the shares subject to such Option on the Grant Date and will thereafter be
exercisable for a period of one year from the date of the Participating
Holder's death or until the Expiration Date, whichever period is shorter,
after which the Option will terminate in its entirety.
If a Participating Holder's employment by the Company terminates
by reason of the Participating Holder's Disability, each Option held by such
Participating Holder will become exercisable with respect to any or all of
the shares subject to the Option on the Grant Date and will thereafter be
exercisable for a period of 90 days from the effective date of the
Participating Holder's termination of employment or until the Expiration
Date, whichever period is shorter, after which the Option will terminate in
its entirety.
If a Participating Holder dies following the termination of
Participating Holder's employment by the Company, each Option held by such
Participating Holder will be exercisable only to the extent that it was
exercisable on the date of Participating Holder's death and will thereafter
be exercisable only for that period of time for which the Option was
exercisable immediately prior to the Participating Holder's death.
An Option will become exercisable with respect to any or all of
the shares subject thereto on the Grant Date upon the sale of substantially
all of the business and assets of the Company if the Board of Directors of
the Company (the "Board") shall approve, in its sole and absolute discretion,
such acceleration of exercisability prior to the closing of such sale. SEE
ALSO, "CHANGE IN CONTROL OF THE COMPANY."
If a Participating Holder's employment by the Company terminates
by reason of the Participating Holder's retirement after the Participating
Holder has completed five years of service as an employee of the Company and
is at least 55 years of age, each Option held by such Participating Holder
will remain exercisable with respect to the number of shares subject to the
Option that were exercisable upon the effective date of the Participating
Holder's retirement, until the Expiration Date or two years following the
effective date of the Participating Holder's retirement, whichever comes
first.
<PAGE>
PROCEDURE FOR EXERCISE; PAYMENT OF PURCHASE PRICE
Subject to the limitations set forth in the Option Agreement, an
Option will be exercisable by delivery of written notice to the Company
specifying the number of shares to be purchased, accompanied by payment in
full of the purchase price for such number of shares. The purchase price
will be payable in cash, except that if the Board shall so authorize the
purchase price may be payable in whole or in part (i) by delivering to the
Company shares of Common Stock (or shares of any other class of common stock
of the Company) held by the Participating Holder for a period in excess of
six months, valued at their fair market value on the date of exercise, as
determined by the Board in its sole discretion, or (ii) by transferring to
the Company such other consideration as the Board in its sole discretion may
approve. As a condition precedent to any exercise of an Option, the
Participating Holder will be required, upon request by the Company, to pay to
the Company in addition to the purchase price of the Common Stock, such
amount of cash as the Company may be required, under all applicable federal,
state or local laws or regulations, to withhold and pay over as income or
other withholding taxes (the "Required Tax Payments") with respect to such
exercise of the Option. If the Participating Holder fails to advance such
Required Tax Payments after request by the Company, the Company will have the
power to, in its discretion, deduct any such Required Tax Payments from the
amount to be paid under the Option Agreement, whether in Common Stock or in
cash, or from any other amount then or thereafter payable by the Company to
the Participating Holder.
NONTRANSFERABILITY OF OPTIONS
Neither an Option nor any rights under an Option Agreement will
be transferable by a Participating Holder other than by will or the laws of
descent and distribution. During the Participating Holder's lifetime an
Option will be exercisable only by the Participating Holder. Upon the
Participating Holder's death, an Option may be exercised by the Participating
Holder's successor in interest in accordance with the terms and conditions of
the Option Agreement. Any other transfer or any attempted assignment, pledge
or hypothecation, whether or not by operation of law, will be void. A Option
shall not be subject to execution, attachment or other process, and no person
shall be entitled to exercise any rights of the Participating Holder pursuant
to the Option Agreement or possess any rights thereunder by virtue of any
attempted execution, attachment or other process.
INDEMNIFICATION; REPRESENTATIONS BY PARTICIPATING HOLDERS; RIGHTS
OF PARTICIPATING HOLDERS
Pursuant to the Option Agreement, a Participating Holder will
covenant and agree to indemnify and hold harmless the Company, its officers,
directors, employees and agents from and against any loss, claim, damage and
expense (including, without limitation, reasonable attorneys' fees) arising
out of or based upon any breach or failure by the Participating Holder to
comply with any representation, warranty, covenant or agreement made by the
Participating Holder therein or in any other document furnished by the
Participating Holder in connection with therewith.
Participating Holders will not be entitled to any privileges of
ownership with respect to shares of Common Stock subject to an Option unless
and until shares are purchased and delivered upon the exercise of the Option,
in whole or in part, and the Participating Holder will not be considered a
stockholder of the Company with respect to any such shares not so purchased
and delivered.
In no event will the grant of an Option give or be deemed to give
the Participating Holder any right to continue in the employment of the
Company.
The Committee will have the right to resolve all questions which
may arise in connection with an Option or its exercise. Any interpretation,
determination or other action made or taken by the Committee regarding the
1996 Plan or the Option Agreement will be final, binding and conclusive.
<PAGE>
CHANGE IN CONTROL OF THE COMPANY
The terms of the 1996 Plan provide that, notwithstanding any
provision in the 1996 Plan or any Option Agreement, in the event of a Change
in Control of the Company (as defined in the 1996 Plan), the Board may, but
will not be required to, make such adjustments to then outstanding awards
made under the 1996 Plan, including any Options, as it deems appropriate,
including, without limitation, electing that each outstanding award shall be
surrendered to the Company by the holder thereof, and that each such award
shall immediately be cancelled by the Company, and that the Participating
Holder shall receive, within a specified period of time from the occurrence
of the Change in Control, a cash payment determined in accordance with the
provisions of the 1996 Plan.
In the event of a Change in Control, the Board may, but shall not
be required to, substitute for each share of Common Stock available under the
1996 Plan, whether or not then subject to an outstanding award, the number
and class of shares into which each outstanding share of Common Stock shall
be converted pursuant to such Change in Control. In the event of any such
substitution, the purchase price per share in the case of an option shall be
appropriately adjusted by the Compensation Committee of the Board, such
adjustments to be made in the case of outstanding options without an increase
in the aggregate purchase price or base price.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. 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 By-Laws 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 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.
4.2 By-Laws 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.
4.3 Technology Solutions Company 1996 Stock Incentive Plan, filed as
Exhibit 4.3 to the Company's Registration Statement on Form S-8,
Registration Number 333-31387, is incorporated herein by reference.
*4.4 Option Agreement.
*5 Opinion of General Counsel of the Company.
*23.1 Consent of General Counsel of the Company (included in Exhibit 5).
<PAGE>
*23.2 Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney.
</TABLE>
- ---------------
* 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this 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 Company pursuant to Section 13 or
Section 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
<PAGE>
(c) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 8th day of
September, 1998.
TECHNOLOGY SOLUTIONS COMPANY
By: /s/ 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 by the following persons in the
capacities indicated on this 8th day of September, 1998.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
* Chairman of the Board of Directors, and
- ----------------------- Director
William H. Waltrip
/s/ John T. Kohler President, Chief Executive Officer, and
- ----------------------- Director
John T. Kohler (principal executive officer)
/s/ Martin T. Johnson Senior Vice President and Chief Financial
- ----------------------- Officer
Martin T. Johnson (principal financial officer)
/s/ Timothy P. Dimond Vice President, Finance
- ----------------------- (principal accounting officer)
Timothy P. Dimond
* Director
- -----------------------
Raymond P. Caldiero
* Director
- -----------------------
Michael J. Murray
<PAGE>
Name Capacity
---- --------
* Director
- ----------------------
Stephen B. Oresman
* Director
- ----------------------
John R. Purcell
* Director
- ----------------------
Michael R. Zucchini
*By: /s/ Paul R. Peterson
---------------------------
Paul R. Peterson
Attorney-in-fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 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.
4.2 By-Laws 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.
4.3 Technology Solutions Company 1996 Stock Incentive Plan, filed as
Exhibit 4.3 to the Company's Registration Statement on Form S-8,
Registration Number 333-31387, is incorporated herein by reference.
*4.4 Technology Solutions Company Nonstatutory Repriced Stock Option
Agreement.
*5 Opinion of General Counsel of the Company.
*23.1 Consent of General Counsel of the Company (included in Exhibit 5).
*23.2 Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney.
</TABLE>
- ----------------
* Filed herewith.
<PAGE>
EXHIBIT 4.4
TECHNOLOGY SOLUTIONS COMPANY
NONSTATUTORY
REPRICED STOCK OPTION AGREEMENT
Technology Solutions Company, a Delaware corporation (the
"Company"), hereby grants to the employee whose name appears below (the
"Employee"), pursuant to the provisions of the Technology Solutions Company
1996 Stock Incentive Plan (the "Plan"), an option to purchase from the
Company (the "Option") such number of shares of its Common Stock, $0.01 per
share par value ("Stock"), as set forth below at the price per share set
forth below but only upon and subject to the terms and conditions set forth
herein and in Annex I hereto. All terms and conditions set forth in Annex I
shall be deemed to be incorporated herein in their entirety. All capitalized
terms used in this Agreement and not otherwise defined herein shall have the
respective meanings assigned to them in Annex I. In order to be eligible to
receive the Option, Employee must have completed and executed the attached
irrevocable Election Form and Signature Page and delivered it to the
Company's Chicago office, Attention Human Resources Department (i) by
facsimile actually received or (ii) by U.S. mail postmarked no later than
September 18, 1998. The Option will be deemed granted and this Agreement
will become binding upon the Company only upon delivery to Employee of the
Election Form and Signature Page duly executed by both Employee and the
Company. The "Option Date" is defined as September 4, 1998. The granting of
the Option pursuant to this Agreement supersedes any previous grant of
options identified on the attached irrevocable Election form and Signature
Page with respect to which Employee has elected to participate in the 1998
Stock Option Repricing Plan, and all such previously granted options with
respect to which Employee has so elected are hereby canceled.
EMPLOYEE NAME: ((NAME))
---------------------
NUMBER OF SHARES
SUBJECT TO OPTION: ((SHARES))
---------------------
EXERCISE PRICE
PER SHARE: $10.875
---------------------
EXERCISE PROVISIONS:
(a) The Option shall become exercisable (i) on the first anniversary
of the Option Date with respect to one-third of the number of shares subject to
the Option on the Option Date, (ii) on the last day of each calendar month for
24 months thereafter, beginning the month following the first anniversary of the
Option Date, with respect to an additional 1/36 of the number of shares subject
to the Option on the Option Date and, (iii) as otherwise provided pursuant to
paragraphs (b) through (h).
(b) If, prior to the first anniversary of the Option Date, the
Employee's employment by the Company terminates for any reason whatsoever
(including, without limitation, involuntary termination by the Company) other
than death or Disability, the
<PAGE>
Option shall terminate in its entirety upon the effective date of Employee's
termination of employment.
(c) If, on or after the first anniversary of the Option Date, the
Employee's employment by the Company terminates for any reason whatsoever
(including, without limitation, involuntary termination by the Company) other
than death, Disability, or Retirement, the Option shall remain exercisable with
respect to the number of shares subject to the Option that are exercisable upon
the effective date of Employee's termination of employment and may thereafter be
exercised for a period of 90 days from the effective date of Employee's
termination of employment or until the Expiration Date, whichever period is
shorter, after which the Option shall terminate in its entirety.
(d) If the Employee's employment by the Company terminates by reason
of the Employee's death, the Option shall become exercisable with respect to any
or all of the shares subject to the Option on the Option Date and may thereafter
be exercised for a period of one year from the date of Employee's death or until
the Expiration Date, whichever period is shorter, after which the Option shall
terminate in its entirety.
(e) If the Employee's employment by the Company terminates by reason
of the Employee's Disability, the Option shall become exercisable with respect
to any or all of the shares subject to the Option on the Option Date and may
thereafter be exercised for a period of 90 days from the effective date of
Employee's termination of employment or until the Expiration Date, whichever
period is shorter, after which the Option shall terminate in its entirety. For
purposes of this Agreement, "Disability" shall mean the inability of an
individual to fully perform the duties pertaining to his or her employment for a
continuous period in excess of 360 days, as determined by the Board in its sole
discretion.
(f) If the Employee dies following the termination of Employee's
employment by the Company, the Option shall be exercisable only to the extent
that it is exercisable on the date of Employee's death and may thereafter be
exercised only for that period of time for which the Option is exercisable
immediately prior to Employee's death.
(g) The Option shall become exercisable with respect to any or all of
the shares subject to the Option on the Option Date upon the sale of
substantially all of the business and assets of the Company if the Board shall
approve, in its sole and absolute discretion, such acceleration of
exercisability prior to the closing of such sale.
(h) If Employee's employment by the Company terminates by reason of
Employee's retirement after Employee has completed five years of service as an
Employee of the Company and is at least 55 years of age, the Option shall remain
exercisable with respect to the number of shares subject to the Option that are
exercisable upon the effective date of Employee's retirement, until the
Expiration Date or two years following the effective date of Employee's
retirement, whichever comes first.
GENERAL:
This Agreement is subject to the provisions of the Plan, and shall be
interpreted in accordance therewith. A copy of the Plan is available upon
request upon contacting Paul Peterson at the Company's Chicago office. The
Employee hereby acknowledges that he or she has read a copy of the Plan. This
Agreement may be executed in two counterparts each of which shall constitute one
and the same instrument.
<PAGE>
ANNEX I
TO
REPRICED STOCK OPTION AGREEMENT
1. MEANING OF CERTAIN TERMS. As used herein, the following terms
shall have the meanings set forth below. The "Board" shall mean the Company's
Board of Directors or any committee authorized by the Board. The "Committee"
shall mean the committee designated by the Board. References to this
"Agreement," the "Option" and "herein" shall be deemed to include the Stock
Option Agreement and this Annex I to Stock Option Agreement taken as a whole.
This Annex I and the Stock Option Agreement shall be deemed to be one and the
same instrument. The "Code" shall mean the Internal Revenue Code of 1986, as
amended. References herein to sections of the Code shall be deemed to refer to
any successor section of the Code or any successor internal revenue law.
References herein to employment by the Company shall include (a) employment by a
corporation which is a "parent corporation" or a "subsidiary corporation" of the
Company, as such terms are defined in subsections (e) and (f) of section 425 of
the Code, and (b) employment by any corporation, or a "parent corporation" or
"subsidiary corporation" of such corporation assuming the Option, or issuing a
stock option in lieu thereof, in a transaction to which section 425(a) of the
Code shall apply. The "1998 Stock Option Repricing Plan" shall mean the plan
approved by the Committee on September 4, 1998.
2. TIME AND MANNER OF EXERCISE OF OPTION.
2.1. TERM AND TERMINATION OF OPTION. The maximum term of the Option
shall be the date which is 10 years after the Option Date (the "Expiration
Date"). The Option shall terminate, to the extent not exercised or earlier
terminated pursuant to the terms of this Agreement, on its Expiration Date. In
no event may the Option be exercised, in whole or in part, after it terminates.
2.2. EXERCISABILITY OF OPTION. The Option shall become exercisable
on the date or dates as set forth in this Agreement.
2.3. PROCEDURE FOR EXERCISE; PAYMENT OF PURCHASE PRICE. Subject to
the limitations set forth in this Agreement, the Option may be exercised by
delivery of written notice to the Company specifying the number of shares to be
purchased, accompanied by payment in full of the purchase price for such number
of shares. The purchase price shall be payable in cash, except that if the
Board shall so authorize the purchase price may be paid in whole or in part
(i) by delivering to the Company shares of Stock (or shares of any other class
of common stock of the Company) held by the Employee for a period in excess of
six months, valued at their fair market value on the date of exercise, as
determined by the Board in its sole discretion or (ii) by transferring to the
Company such other consideration as the Board in its sole discretion may
approve.
3. ADDITIONAL TERMS AND CONDITIONS OF OPTION.
3.1. NONTRANSFERABILITY OF OPTION. Neither the Option nor any rights
under this Agreement may be transferred by the Employee other than by will or
the laws of descent and distribution. During the Employee's lifetime the Option
is exercisable only by the Employee. Upon Employee's death, the Option may be
exercised by Employee's successor in interest in accordance with the terms and
conditions of this Agreement. Any other transfer or any attempted assignment,
pledge or hypothecation, whether or not by operation of law, shall be void. The
Option shall not be subject to execution, attachment or other process, and no
person shall be entitled to exercise any rights of the Employee hereunder or
possess any rights hereunder by virtue of any attempted execution, attachment or
other process.
3.2. INVESTMENT REPRESENTATION. The Employee hereby represents and
covenants that (a) any share of Stock purchased upon exercise of the Option will
be purchased for investment and not with a view to the distribution thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") unless such purchase has been registered under the Securities Act or
applicable state securities law; (b) any subsequent resale of any such shares
shall be made either pursuant to an effective registration statement under the
Securities Act and any
<PAGE>
applicable state securities laws, or pursuant to an exemption from
registration under the Securities Act and such state securities laws; and (c)
if requested by the Company, the Employee shall submit a written statement,
in form satisfactory to counsel for the Company, to the effect that either
representation (a) above is true and correct as of the date of purchase of
any shares hereunder, or representation (b) above is true and correct as of
the date of any resale of any such shares, as applicable. As a further
condition precedent to any exercise of the Option, the Employee shall comply
with all regulations and requirements of any regulatory authority having
control of or supervision over the issuance of the shares and, in connection
therewith, shall execute any documents which the Board shall in its sole
discretion deem necessary or advisable. Unless covered by an effective
registration statement filed with the U.S. Securities and Exchange
Commission, all certificates representing shares of Stock acquired pursuant
to the exercise of the Option shall bear the following legend:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act
of 1933. The shares may not be sold or transferred in the
absence of such registration or exemption therefrom under said
Act.
3.3. WITHHOLDING TAXES. As a condition precedent to any exercise of
the Option, the Employee shall, upon request by the Company, pay to the Company
in addition to the purchase price of the Stock, such amount of cash as the
Company may be required, under all applicable federal, state or local laws or
regulations, to withhold and pay over as income or other withholding taxes (the
"Required Tax Payments") with respect to such exercise of the Option. If the
Employee shall fail to advance such Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any such Required Tax
Payments from the amount to be paid hereunder, whether in Stock or in cash, or
from any other amount then or thereafter payable by the Company to the Employee.
3.4. ADJUSTMENTS IN THE EVENT OF CAPITALIZATION CHANGES. Upon the
occurrence of any of the following events during the term of the Option, the
terms of this Agreement shall be adjusted as follows:
(a) in case the number of outstanding shares of Stock (or any
other class of common stock of the Company) shall be increased by
stock split, stock dividend, recapitalization or other similar
relevant change in the capitalization of the Company (which shall
not include the sale by the Company of shares of any class of
stock or securities convertible into such shares), the number of
shares of Stock which may thereafter be purchased hereunder shall
be proportionately increased and the purchase price per share
shall be proportionately reduced; or
(b) in case the number of outstanding shares of Stock (or any
other class of common stock of the Company) shall be reduced by
reverse stock split, combination of shares, recapitalization or
other similar relevant change in the capitalization of the
Company (which shall not include the purchase or retirement by
the Company of shares of any class of stock or securities
convertible into such shares), the number of shares of Stock
which may thereafter be purchased hereunder shall be
proportionately reduced and the purchase price per share shall be
proportionately increased.
The decision of the Committee regarding the fact, the amount and the timing of
any adjustment pursuant to this paragraph 3.4 shall be conclusive.
3.5. COMPLIANCE WITH APPLICABLE LAW. The Option is subject to the
condition that if the listing of the Stock covered by the Option on any
securities exchange, or the registration or qualification of such Stock under
any federal or state law, or the consent or approval of any regulatory body
shall be required as a condition of, or in connection with, the granting of the
Option or the purchase or delivery of Stock hereunder, the Option may not be
exercised, in whole or in part, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained. The
Company agrees to make every reasonable effort to effect or obtain any such
listing, registration, qualification, consent or approval.
<PAGE>
3.6. INDEMNIFICATION. The Employee hereby covenants and agrees to
indemnify and hold harmless the Company, its officers, directors, employees and
agents from and against any loss, claim, damage and expense (including, without
limitation, reasonable attorneys' fees) arising out of or based upon any breach
or failure by Employee to comply with any representation, warranty, covenant or
agreement made by the Employee herein or in any other document furnished by the
Employee in connection with this transaction.
3.7. DELIVERY OF CERTIFICATES. Upon the exercise of the Option in
whole or in part, the Company shall deliver one or more certificates
representing the number of shares purchased against full payment therefor. The
Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in paragraph 3.3.
3.8. OPTION CONFERS NO RIGHTS AS SHAREHOLDER. The Employee shall not
be entitled to any privileges of ownership with respect to shares of Stock
subject to the Option unless and until purchased and delivered upon the exercise
of the Option, in whole or in part, and the Employee shall not be considered a
shareholder of the Company with respect to any such shares not so purchased and
delivered.
3.9. OPTION CONFERS NO RIGHTS TO CONTINUE EMPLOYMENT. In no event
shall the granting of the Option or its acceptance by the Employee give or be
deemed to give the Employee any right to continue in the employment of the
Company.
3.10. DECISIONS OF COMMITTEE. The Committee shall have the right to
resolve all questions which may arise in connection with the Option or its
exercise. Any interpretation, determination or other action made or taken by
the Committee regarding the Plan or this Agreement shall be final, binding and
conclusive.
3.11. COMPANY TO RESERVE SHARES. The Company shall at all times
prior to the expiration or termination of the Option reserve and keep available,
either in its treasury or out of its authorized but unissued shares of Stock,
the full number of shares subject to the Option from time to time.
4. MISCELLANEOUS PROVISIONS.
4.1. DESIGNATION AS NONQUALIFIED STOCK OPTION. The Option is hereby
designated as not constituting an "incentive stock option" within meaning of
section 422A of the Code; this Agreement shall be interpreted and treated
consistently with such designation.
4.2. SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company and any person or
persons who shall, upon the death of the Employee, acquire any rights under
paragraph 3.1.
4.3. NOTICES. All notices, requests or other communications provided
for in this Agreement shall be made in writing either (1) by actual delivery to
the party entitled thereto, or (2) by mailing in the U.S. mails to the last
known address of the party entitled thereto, via certified or registered mail,
return receipt requested. The notice shall be deemed to be received in case
(1) on the date of its actual receipt by the party entitled thereto, and in case
(2), on the date of its mailing.
4.4 GOVERNING LAW. This Agreement shall be governed in accordance
with the internal laws of the State of Illinois.
<PAGE>
TSC STOCK OPTION REPRICING
ELECTION FORM AND SIGNATURE PAGE
I, _____________________, by signing my name below hereby elect to participate
in the TSC Stock Option Repricing Plan (the "Repricing Plan") with respect to
those previously granted options identified below next to which I have placed my
initials. I understand that this election and my signature that appears below
constitute an irrevocable offer to participate in the Plan, and that upon
acceptance by TSC, I will be bound by the terms of the Repriced Stock Option
Agreement to which this Election Form and Signature Page will be attached.
(Please make any corrections if the name that appears above is not your legal
name).
<TABLE>
<CAPTION>
Number of Shares Exercise Price Grant Date
---------------- -------------- ----------
<S> <C> <C>
/ /
/ /
/ /
</TABLE>
IN WITNESS WHEREOF, this Election Form and Signature Page has been executed
by each of the parties hereto on the dates set forth below.
TECHNOLOGY SOLUTIONS COMPANY
<TABLE>
<CAPTION>
<S> <C>
Print Name:________________________ By:________________________________
Signature:__________________________ Title:_______________________________
Date:______________________________ Date:_______________________________
</TABLE>
<PAGE>
EXHIBIT 5
OPINION OF GENERAL COUNSEL OF COMPANY
September 8, 1998
Technology Solutions Company
205 North Michigan Ave
Suite 1500
Chicago, Illinois 60601
Re: Technology Solutions Company 1998 Stock Option Repricing Plan
-------------------------------------------------------------
Ladies and Gentlemen:
I am the General Counsel of Technology Solutions Company, a Delaware
corporation (the "Company"), and am familiar with the proceedings of the Company
to date relating to the Technology Solutions Company 1998 Stock Option Repricing
Plan (the "Repricing Plan") including, among others, the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration of the issuance of options to purchase up to 2,775,404 shares
of Common Stock, $.01 par value, of the Company (the "Options") in accordance
with the terms of each of the Repricing Plan and the Technology Solutions
Company 1996 Stock Incentive Plan (the "Incentive Plan"). I have also examined
such records, documents and questions of law, and satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis for this
opinion.
Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Each Option will be legally issued when: (i) the Registration Statement
shall have become effective under the Securities Act, and (ii) such Option shall
have been duly issued in accordance with the terms of each of the Repricing Plan
and the Incentive Plan.
The foregoing opinions are limited to the federal laws of the United States
of America and the General Corporation Law of the State of Delaware. I express
no opinion as to the application of the securities or blue sky laws of the
various states to the issuance of the Options.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to any references to me included in or made part of
the Registration Statement described above and any related Prospectus.
Very truly yours,
Paul R. Peterson
Senior Vice President, General Counsel and Secretary
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 29, 1998 which appears on page 35
of Technology Solutions Company Annual Report on Form 10-K for the year ended
May 31, 1998.
PricewaterhouseCoopers LLP
September 8, 1998
Chicago, Illinois
<PAGE>
EXHIBIT 24
POWERS OF ATTORNEY
<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 true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others), to (i)
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of options which may be
granted pursuant to the Technology Solutions Company 1996 Stock Incentive
Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share,
of Technology Solutions Company, and (ii) 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 5th day of September, 1998.
/s/ 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 true and lawful attorneys and agents, each with full power
and authority (acting alone and without the others), to (i) execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, with respect
to the registration of options which may be granted pursuant to the Technology
Solutions Company 1996 Stock Incentive Plan to purchase 2,775,404 shares of
Common Stock, par value $0.01 per share, of Technology Solutions Company, and
(ii) 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 8th day of September, 1998.
/s/ 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 true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others), to (i)
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of options which may be
granted pursuant to the Technology Solutions Company 1996 Stock Incentive
Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share,
of Technology Solutions Company, and (ii) 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 4th day of September, 1998.
/s/ 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 true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others), to (i)
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of options which may be
granted pursuant to the Technology Solutions Company 1996 Stock Incentive
Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share,
of Technology Solutions Company, and (ii) 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 8th day of September, 1998.
/s/ 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 true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others), to (i)
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of options which may be
granted pursuant to the Technology Solutions Company 1996 Stock Incentive
Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share,
of Technology Solutions Company, and (ii) 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 8th day of September, 1998.
/s/ Raymond P. Caldiero
---------------------------
Raymond P. Caldiero
<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 true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others), to (i)
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of options which may be
granted pursuant to the Technology Solutions Company 1996 Stock Incentive
Plan to purchase 2,775,404 shares of Common Stock, par value $0.01 per share,
of Technology Solutions Company, and (ii) 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 8th day of September, 1998.
/s/ Michael R. Zucchini
---------------------------
Michael R. Zucchini
