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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Control Data Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 41-1718075
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(Address of Principal Executive Office and Zip Code)
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Control Data Systems, Inc. Personal Investment Plan
(Full Title of the Plan)
Ralph W. Beha
General Counsel and Secretary
Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(612) 482-2401
(Name, Address and Telephone Number, Including Area Code, of Agent for
Service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered(1) Per Share(2) Price (2) Fee
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Common Stock
to be issued
pursuant to
the Plan 250,000 shares $17.3125 $4,328,125 $1,492.46
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices of the Registrant's Common Stock on February 5,
1996 (a date within five business days prior to the date of filing
this Registration Statement).
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The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's Personal Investment Plan. The
contents of the Registrant's Registration Statement on Form S-8, Reg. No.
33-49027, are incorporated herein by reference.
SIGNATURES
The Registrant. 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 Arden Hills and
State of Minnesota, on the 7th day of February, 1996.
CONTROL DATA SYSTEMS, INC.
(the "Registrant")
By /s/ JAMES E. OUSLEY
James E. Ousley, 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.
(Power of Attorney)
Each of the undersigned constitutes and appoints James E. Ousley and
Joseph F. Killoran his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Form S-8 Registration Statement of Control Data Systems, Inc. relating to
the Company's Personal Investment Plan and any or all amendments or
post-effective amendments to the Form S-8 Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and
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confirming all that said attorneys-in-fact and agents, each acting alone,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/ JAMES E. OUSLEY President, Chief Executive January 31, 1996
James E. Ousley Officer and Director
(principal executive officer)
/s/ JOSEPH F. KILLORAN Vice President and Chief January 31, 1996
Joseph F. Killoran Financial Officer
(principal financial and
accounting officer)
/s/ W. DONALD BELL Director January 31, 1996
W. Donald Bell
/s/ GRANT A. DOVE Director January 31, 1996
Grant A. Dove
/s/ MARCELO A. GUMUCIO Director January 31, 1996
Marcelo A. Gumucio
/s/ DOUGLAS HAJJAR Director January 31, 1996
W. Douglas Hajjar
/s/ KEITH A. LIBBEY Director January 31, 1996
Keith A. Libbey
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Arden Hills,
State of Minnesota, on February 7, 1996.
CONTROL DATA SYSTEMS, INC.
PERSONAL INVESTMENT PLAN
By /s/ WILLIAM B. COCHRAN
Member of the Retirement Committee
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CONTROL DATA SYSTEMS, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Number Exhibit Description
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5 Opinion and Consent of Counsel re securities under the Plan
23.1 Consent of counsel (see Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (see Signature Page)
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EXHIBIT 5
February 7, 1996
Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Control Data Systems, Inc. (the
"Company") in connection with the original registration by the Company on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Act") of 250,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's Personal Investment Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by
the Company:
1. The Company's Certificate of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors of the Company pertaining to the adoption of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Certificate
of Incorporation, as amended.
2. Upon issuance and delivery of the Shares pursuant to the
terms of the Plan, the Shares will be validly issued, fully paid
and nonassessable.
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Control Data Systems, Inc.
February 7, 1996
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ DAVID C. GRORUD
David C. Grorud
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EXHIBIT 23
We consent to incorporation by reference in the Registration Statement
on Form S-8 of Control Data Systems, Inc. of our report dated January 26,
1995, except as to note 9 which is as of February 14, 1995, relating to the
consolidated balance sheets of Control Data Systems, Inc. and subsidiaries
as of December 31, 1994 and January 1, 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1994,
which report appears in the 1994 Annual Report on Form 10-K of Control Data
Systems, Inc.
/s/ KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
February 7, 1996
