<PAGE>
As filed with the Securities and Exchange Commission on August 2, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Technology Solutions Company
(Exact Name of Registrant as Specified in its Charter)
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Delaware 36-3584201
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 North Michigan Avenue
Suite 1500
Chicago, Illinois 60601
(Address of Principle Executive Offices) (Zip Code)
Technology Solutions Company 1995 Employee Stock Purchase Plan and
Technology Solutions Company 1996 Stock Incentive Plan
(Full title of the plans)
-----------------------------
Paul R. Peterson -- Senior Vice President, General Counsel and Secretary
Technology Solutions Company
205 North Michigan Avenue, Suite 1500, Chicago, Illinois 60601
(312) 228-4500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Richard E. Robbins, Sidley & Austin
10 South Dearborn Street, Chicago, Illinois 60603, (312) 853-4346
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Securities Amount To Be Registered Proposed Maximum Proposed Maximum Amount Of
To Be Registered Offering Price Per Unit Aggregate Offering Registration
Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 15,243,113 shares (1) $3.5967(1) $54,825,503(1) $14,474
$.01 par value
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Preferred Stock 15,243,113 rights (2) (2) (2) (2)
Purchase Rights
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, based
upon the weighted average option price of shares subject to outstanding
options, and, as to shares not currently subject to outstanding options, the
average of the high and low prices of the Common Stock as reported in the
consolidated reporting system on July 26, 2000.
(2) The Preferred Stock Purchase Rights initially are attached to and trade with
the shares of Common Stock being registered hereby. Value attributable to
such Rights, if any, is reflected in the market price of the Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* This registration statement relates to securities of the Registrant to be
offered pursuant to the Technology Solutions Company 1995 Employee Stock
Purchase Plan and the Technology Solutions Company 1996 Stock Incentive Plan, as
indicated on the facing sheet hereof. Information required by Part I to be
contained in the Section 10(a) prospectus related to these plans is omitted from
this registration statement in accordance with Rule 428 under the Securities Act
of 1933, as amended ("Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; the Registrant's Current Report on Form 8-K
filed with the SEC on January 13, 2000 as amended by the
Registrant's Current Report on Form 8-K/A filed with the SEC on
February 1, 2000; and
(c) The description of the Registrant's common stock contained in the
Registration Statement on Form 8-A filed by the Registrant with
the SEC on July 29, 1991 and the description of the Registrant's
preferred stock purchase rights contained in the Registration
Statement on Form 8-A/A filed by the Registrant with the SEC on
February 9, 2000, in each case including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a 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.
Not Required
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered hereby has been passed
on by Paul R. Peterson, Esq., an employee of the Registrant and its Senior Vice
President, General Counsel and Secretary. Mr. Peterson participates in the
Technology Solutions Company 1995 Employee Stock Purchase Plan and the
Technology Solutions Company 1996 Stock Incentive Plan and also owns shares of
the Registrant's common stock and options to purchase shares of the Registrant's
common stock.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers
a Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
The Registrant's bylaws provide that it will indemnify its directors
and officers to the fullest extent permitted by Delaware law, except that no
indemnification will be provided to a director, officer, employee or agent if
the indemnification sought is in connection with a proceeding initiated by such
person without the authorization of the board of directors. The bylaws also
provide that the right of directors and officers to indemnification shall be a
contract right and shall not be exclusive of any other right now possessed or
hereafter acquired under any statute, provision of the Certificate of
Incorporation, bylaws, agreements, vote of stockholders or disinterested
directors or otherwise. The bylaws also permit the company to secure insurance
on behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in such capacity, regardless of whether the
bylaws permit such indemnification.
In accordance with Section 102(b)(7) of the DGCL, the Registrant's
Restated Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the company or its
stockholders, (ii) acts of omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) transactions from which a director derives an
improper personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any actions involving gross
negligence. The company has directors' and officers' liability insurance which
provides, subject to certain policy limits, deductible amounts and exclusions,
coverage for all persons who have been, are or may in the future be, directors
or officers of the company, against amounts which such persons may pay resulting
from claims against them by reason of their being such directors or officers
during the policy period for certain breaches of duty, omissions or other acts
done or wrongfully attempted or alleged. Such policies provide coverage to
certain situations where the company cannot directly provide indemnification
under the DGCL.
Item 7. Exemption from Registration Claimed.
Not required
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
4.1 Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended November 30, 1998 (File
No. 0-19433), is incorporated herein by reference.
*4.2 Bylaws of the Registrant.
4.3 Certificate of Designation of Series A Junior Participating Preferred Stock, filed as
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 0-19433) (the "1999 Annual Report"), is incorporated herein by reference.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.4 Rights Agreement between the Registrant and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K
dated October 29, 1998 (File No. 0-19433) and the First
Amendment to Rights Agreement, filed as Exhibit 4.3 to the
1999 Annual Report, are incorporated herein by reference.
*4.5 Technology Solutions Company 1995 Employee Stock Purchase
Plan, as Amended and Restated March 24, 2000.
*4.6 Amendment Number One to the Technology Solutions Company
1995 Employee Stock Purchase Plan, as Amended and Restated
March 24, 2000.
4.7 Technology Solutions Company 1996 Stock Incentive Plan,
filed as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-8 (File No. 333-31387), is
incorporated herein by reference.
*5 Opinion of the Registrant's General Counsel as to the
legality of the securities being registered.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of the Registrant's General Counsel (included in
opinion filed as Exhibit 5).
*24.1 Power of Attorney from William H. Waltrip, Director
*24.2 Power of Attorney from Jack N. Hayden, President, Chief
Executive Officer and Director
*24.3 Power of Attorney from Raymond P. Caldiero, Director
*24.4 Power of Attorney from Stephen B. Oresman, Director
*24.5 Power of Attorney from Michael R. Zucchini, Director
</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;
(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; and
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; 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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the
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<PAGE>
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Exchange Act, that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities Exchange commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<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 2nd day of
August, 2000.
TECHNOLOGY SOLUTIONS COMPANY
By: /s/ Timothy P. Dimond
---------------------------------
Timothy P. Dimond
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
* Chairman and Director August 2, 2000
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William H. Waltrip
/s/ Jack N. Hayden President, Chief Executive Officer and Director August 2, 2000
------------------------------------- (Principal Executive Officer)
Jack N. Hayden
/s/ Timothy P. Dimond Chief Financial Officer August 2, 2000
------------------------------------- (Principal Financial and Accounting Officer)
Timothy P. Dimond
* Director August 2, 2000
-------------------------------------
Raymond P. Caldiero
* Director August 2, 2000
-------------------------------------
Stephen B. Oresman
* Director August 2, 2000
-------------------------------------
Michael R. Zucchini
* By: /s/ Paul R. Peterson
-----------------------------
Paul R. Peterson
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
4.1 Restated Certificate of Incorporation of the Registrant, filed as
Exhibit 3(i) to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1998 (File No. 0-19433), is
incorporated herein by reference.
*4.2 Bylaws of the Registrant.
4.3 Certificate of Designation of Series A Junior Participating
Preferred Stock, filed as Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999 (File
No. 0-19433) (the "1999 Annual Report"), is incorporated herein by
reference.
4.4 Rights Agreement between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K dated October 29, 1998
(File No. 0-19433) and the First Amendment to Rights Agreement,
filed as Exhibit 4.3 to the 1999 Annual Report, are incorporated
herein by reference.
*4.5 Technology Solutions Company 1995 Employee Stock Purchase Plan, as
Amended and Restated March 24, 2000.
*4.6 Amendment Number One to the Technology Solutions Company 1995
Employee Stock Purchase Plan, as Amended and Restated March 24,
2000.
4.7 Technology Solutions Company 1996 Stock Incentive Plan, filed as
Exhibit 4.3 to the Registrant's Registration Statement on Form S-8
(File No. 333-31387), is incorporated herein by reference.
*5 Opinion of the Registrant's General Counsel as to the legality of
the securities being registered.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of the Registrant's General Counsel (included in opinion
filed as Exhibit 5).
*24.1 Power of Attorney from William H. Waltrip, Director
*24.2 Power of Attorney from Jack N. Hayden, President, Chief Executive
Officer and Director
*24.3 Power of Attorney from Raymond P. Caldiero, Director
*24.4 Power of Attorney from Stephen B. Oresman, Director
*24.5 Power of Attorney from Michael R. Zucchini, Director
</TABLE>
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* Filed herewith
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