As filed with the Securities and Exchange Commission on October 11, 2000
Registration No. 333-___________
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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
TECHSYS, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3276736
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44 Aspen Drive
Livingston, New Jersey 07039
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(Address, including zip code, of registrant's principal executive offices)
TechSys, Inc.
2000 Incentive Compensation Plan
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(Full title of the Plan)
Steven L. Trenk
TechSys, Inc.
44 Aspen Drive
Livingston, New Jersey 07039
(973) 422-1666
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a Copy to:
Joseph Lunin
Pitney, Hardin, Kipp & Szuch LLP
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration Fee
Per Share (2) Price
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<S> <C> <C> <C> <C>
Common Stock, no par value 3,500,000 $8.22 $28,770,000 $7,596
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(1) Estimated solely for the purpose of calculating the registration
fee based upon the number of shares of Common Stock issuable pursuant to the
TechSys, Inc. 2000 Incentive Compensation Plan (the "Plan"). Also includes,
pursuant to Rule 416 under the Securities Act of 1933, as amended, (the
"Securities Act") additional shares of Common Stock that may be issuable
pursuant to anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been computed in accordance with Rule 457 under the
Securities Act based on the average high and low prices of the Registrant's
Common Stock as reported on the Nasdaq SmallCap Market on October 9, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
Not required to be filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Documents Incorporated By Reference
The following documents filed by TechSys, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. Annual Report on Form 10-KSB for the year ended December 31, 1999
and the Amendment to Annual Report on Form 10-KSB/A for the year
ended December 31, 1999.
2. Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2000, as amended, and June 30, 2000.
3. Current Reports on Form 8-K filed on August 24, 2000, September
5, 2000, September 7, 2000, and September 22, 2000.
4. The Description of the Company's Common Stock contained in
Registration Statement No. 33-78288.
All documents hereafter filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, are hereby incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein 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 document which
also is or is 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
Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
Article 7 of the Company's Certificate of Incorporation provides as
follows:
Pursuant to Section 14A:2-7 of the New Jersey Business Corporation Act,
no director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for damages or breach of any duty owed to the
Corporation or its stockholders, except that a director or officer shall not be
relieved from liability for any breach of duty based upon an act or omission:
(a) in breach of such person's duty of loyalty to the Corporation or its
stockholders; (b) not in good faith or involving a knowing violation of law; or
(c) resulting in receipt by such person of an improper personal benefit.
Article V, Section 1 of the Company's By-laws entitled
"Indemnification" provides as follows:
The Corporation shall indemnify, and by this by-law does indemnify, all
of its directors, officers, agents and employees serving as such from time to
time after the date of the adoption of this by-law, both during their terms of
office and thereafter, against all reasonable expenses, liabilities, judgments,
fines and amounts paid in settlement actually incurred by them in the
performance of their duties as directors, officers, agents or employees of the
Corporation, to the fullest extent permitted by law. This indemnification may,
in the discretion of the Board of Directors of the Corporation, include advances
of reasonable expenses in advance of final disposition of any action, suit or
proceeding. This indemnification shall not be exclusive of any other rights to
which said directors, officers, agents or employees may be entitled. This
indemnification shall inure to the benefit of the heirs, executors and
administrators of said directors, officers, agents and employees of the
Corporation.
Statutory authority for indemnification of and insurance for the
Company's directors and officers is contained in the New Jersey Business
Corporation Act ("the Act"), in particular, Section 14A:3-5 of the Act, the
material provisions of which may be summarized as follows:
Directors and officers may be indemnified in non-derivative proceedings
against settlements, judgments, fines and penalties and against reasonable
expenses (including counsel fees) where the person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and also, in a criminal proceeding, he must have had no
reasonable cause to believe that his conduct was unlawful. In derivative
proceedings such persons may be indemnified against reasonable expenses
(including counsel fees) where the person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, but not against settlements, judgments, fines or penalties except
that, without a court determination as to entitlement to indemnity, no indemnity
may be provided to a person who has been adjudged liable to the corporation. In
all cases, the Act provides that indemnification may only be made by the
corporation (unless ordered by a court) only as authorized in a specific case
upon a determination that indemnification is proper in the circumstances because
the person has met the applicable standard of conduct required of the person,
requires a person to be indemnified for reasonable expenses (including counsel
fees) to the extent he has been successful in any proceeding and permits a
corporation to advance expenses upon an undertaking for repayment if it shall be
ultimately determined that the director or officer is not entitled to
indemnification. The indemnification and advancement of expenses provided by or
granted pursuant to the Act is not exclusive of other rights of indemnification
to which a corporate agent may be entitled under a certificate of incorporation,
by-law, agreement, vote of stockholders or otherwise. However, no
indemnification may be made to or on behalf of a director or officer if a final
adjudication adverse to the director or officer establishes that the director's
or officer's acts or omissions were in breach of his duty of loyalty to the
corporation or its stockholders, were not in good faith or involved a knowing
violation of law, or resulted in receipt by the director or officer of an
improper personal benefit. A corporation may purchase and maintain insurance on
behalf of any directors and officers against expenses incurred in any proceeding
and liabilities asserted against them by reason of being or having been a
director of officer, whether or not the corporation would have the power to
indemnify the directors or officers against such expenses and liabilities under
the statute.
Each of the officers and directors of the Company is insured against
certain liabilities which may be incurred as an officer or director of the
Company or its subsidiaries pursuant to a Director and Officer Liability
Insurance Policy issued by TIG Insurance Company. The general effect of the
policy is that if any claims are made against officers or directors of the
Company or its subsidiaries or any of them for a `Wrongful Act' (as defined in
the policy) while acting in their individual or collective capacities as
directors or officers, to the extent the Company has properly indemnified such
officers and directors, the insurer will, subject to the retention amount,
reimburse the Company or its subsidiary for 100% of any `Loss' (as defined in
the policy). In addition, the extent that the Company or its subsidiary has not
indemnified an officer or director, the insurer will pay on behalf of such
officer or director 100% of the Loss. Under the policy, the term `Wrongful Act'
means any actual or alleged breach of duty, error, misstatement, misleading
statement, or omission done or attempted by the directors or officers solely in
their capacities as such. There is no retention amount under the policy for a
Loss for which the insured is not indemnified by the Company for all matters.
The retention amount under the policy for a Loss for which the insured is
indemnified by the Company is $150,000 for securities claims and $100,000 for
all other matters.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
10.72 TechSys, Inc. 2000 Incentive Compensation Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5
hereto)
ITEM 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement 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.
(b) That, for the purposes 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any 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 shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. 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 has been advised that in the
opinion of the 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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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
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 Livingston, State of New Jersey, on October 11, 2000.
TECHSYS, INC.
STEVEN L. TRENK
By: _______________________________________
Steven L. Trenk
Chairman, President and Chief Operating 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:
TECHSYS, INC. 2000 INCENTIVE COMPENSATION PLAN
(Administered by the Board of Directors)
STEVEN L. TRENK
By: _______________________________________
Steven L. Trenk
Chairman of the Board of Directors
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:
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Title Date
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By: ALVIN S. TRENK Director October 11, 2000
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Alvin S. Trenk
By: STEVEN L. TRENK Chairman, President, Chief October 11, 2000
---------------------------------------- Operating Officer and Director
Steven L. Trenk
By: MARTIN G. JACOBS Corporate Medical Director October 11, 2000
---------------------------------------- and Director
Martin G. Jacobs, M.D.
By: STANLEY B. AMSTERDAM Director October 11, 2000
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Stanley B. Amsterdam
By: JEFFREY B. MENDELL Director October 11, 2000
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Jeffrey B. Mendell
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INDEX TO EXHIBITS
Exhibit 5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
Exhibit 10.72 TechSys, Inc. 2000 Incentive Compensation Plan
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
Exhibit 5 hereto)
