<PAGE>
As filed with the Securities and Exchange Commission on January 24, 2000
Registration No. 333-______
--------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TESSCO TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 52-0729657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11126 MCCORMICK ROAD 21031
HUNT VALLEY, MARYLAND (Zip Code)
(Address of Principal Executive Office)
---------------------------------------
TESSCO TECHNOLOGIES INCORPORATED
TEAM MEMBER STOCK PURCHASE PLAN
(Full title of the plan)
---------------------------------------
ROBERT B. BARNHILL, JR., WITH A COPY TO:
PRESIDENT DOUGLAS M. FOX, ESQUIRE
11126 McCormick Road Ballard Spahr Andrews & Ingersoll, LLP
Hunt Valley, Maryland 21031 300 East Lombard Street
(410) 229-1000 19th Floor
Baltimore, Maryland 21202
(410) 528-5600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed maximum
Title of securities Amount to offering price Proposed maximum Amount of
to be registered be registered per share aggregate offering price registration fee
- ------------------------ ---------------------- ---------------------- ----------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 (1) $23.97 (2) $4,794,000 $1,265.62
value $.01 per share
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Common Stock in order to adjust the number of shares
reserved for issuance pursuant to the plan as the result of a stock split,
stock dividend or similar transaction.
(2) Pursuant to Rule 457(c) and (h)(1), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of
registration fee are based upon the average of the high and low prices
reported on the Nasdaq Stock Market on January 18, 2000, for the
Registrant's Common Stock with respect to 200,000 shares available for
grant under the TESSCO Technologies Incorporated Team Member Stock Purchase
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 & 2.
The documents containing the information for the TESSCO
Technologies Incorporated Team Member Stock Purchase Plan (the "Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such document is not
filed with the Securities and Exchange Commission (the "Commission") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed or to be filed with the
Commission, are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K as filed
pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which includes the consolidated financial
statements of the Registrant as of March 28, 1999, together with the related
notes and the report of the Registrant's independent public accountants, filed
with the Commission on June 25, 1999 (File No. 0-24746);
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 27, 1999, filed with the Commission pursuant to the
Exchange Act on August 11, 1999 (File No. 0-24746); the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 1999, filed with
the Commission pursuant to the Exchange Act on November 10, 1999 (File No.
0-24746); and the Registrant's Quarterly Report on Form 10-Q/A for the fiscal
quarter ended September 26, 1999, filed with the Commission pursuant to the
Exchange Act on December 3, 1999 (File No. 0-24746);
(c) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the Registrant's
most recent fiscal year ended March 28, 1999; and
(d) The description of the common stock, par value $.01 per
share (the "Common Stock"), of the Registrant contained in its Registration
Statement on Form S-1, and amendments thereto (File No. 33-82834), which is
incorporated by reference into its Registration Statement on Form 8-A (File No.
0-24746) filed by the Registrant pursuant to the Exchange Act.
In addition, all reports and other documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act 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, shall be deemed to be incorporated by
reference herein
<PAGE>
and to be a part hereof from the date of filing of such document. Any statement
contained 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. The statements
required to be 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.
None. The named experts and counsel referenced below do not have an
interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting the liability of its directors to the corporation and
its stockholders for money damages for breach of fiduciary duty as a director
except for liability resulting from (a) breach of the director's duty of loyalty
to the corporation or its stockholders, (b) an act or omission not in good faith
or which involves intentional misconduct or a knowing violation of law, (c)
approval of an unlawful dividend, redemption or stock purchase or (d) a
transaction from which the director derived an improper personal benefit. The
certificate of incorporation of the Registrant contains such a provision which
eliminates such liability to the maximum extent permitted by Delaware law.
The certificate of incorporation of the Registrant provides
that the Registrant shall, to the fullest extent permitted by Delaware law,
indemnify all persons whom it may indemnify pursuant thereto. The Registrant's
Bylaws provide that, to the extent permitted and in the manner provided by law,
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Registrant or is or
was serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding. The Bylaws also provide that this right of
indemnification shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.
The DGCL requires a corporation to indemnify a present or
former director or officer who has been successful on the merits or otherwise
against expenses (including attorneys' fees) actually and reasonably incurred in
the defense of any action, suit or proceeding (or in defense of any claim, issue
or matter therein) referred to below. The DGCL permits a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
<PAGE>
trust or other enterprise, against 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 if
(a) such person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
(b) with respect to any criminal action or proceeding, such person had no
reasonable cause to believe his conduct was unlawful. The DGCL also permits a
corporation to indemnify any such person in any threatened, pending or completed
action or suit by or in the right of the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of that action or suit, if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that a court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper. In addition, the DGCL permits a corporation to advance
expenses (including attorneys' fees) to a director or officer upon the
corporation's receipt of an undertaking by him or on his behalf to repay the
amount paid by the corporation if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation under the DGCL and
further permits a corporation to pay such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents upon
such terms and conditions, if any, as the corporation deems appropriate.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
3.1.1 Amended and Restated Certificate of Incorporation of the
Registrant filed on September 29, 1993 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
3.1.2 Certificate of Retirement of the Registrant filed on January
13, 1994 in the Office of the Secretary of State of the State
of Delaware (incorporated by reference to Exhibit 3.1.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-81834)).
3.1.3 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on July 20, 1994 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.3 to the Registrant's Registration
Statement of Form S-1 (No. 33-81834)).
3.1.4 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on September 6, 1996 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 28, 1997).
3.2.1 Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
<PAGE>
3.2.2 First Amendment to Amended and Restated By-laws of the
Registrant (incorporated by reference to Exhibit 3.2.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-81834)).
4 Form of TESSCO Technologies Incorporated Team Member Stock
Purchase Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained
in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney is located on the signature page.
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 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;
(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)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or 15(d) of the Exchange Act 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 15(d) of the Exchange
Act 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, as amended, 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, as amended, 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, as amended, 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, at Hunt Valley, Maryland, on January 21, 2000.
TESSCO TECHNOLOGIES INCORPORATED
By: /s/ ROBERT B. BARNHILL, JR.
----------------------------
Robert B. Barnhill, Jr.,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert B. Barnhill, Jr., as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this 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
attorney-in-fact and agent 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 he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
[BALANCE OF THIS PAGE INTENTIONALLY BLANK]
<PAGE>
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ------ ---------
<S> <C> <C>
/S/ ROBERT B. BARNHILL, JR. President, Chief Executive Officer January 21, 2000
- ----------------------------- and Chairman of the Board
Robert B. Barnhill, Jr. (principal executive officer)
/S/ ROBERT C. SINGER Senior Vice President and January 21, 2000
- ------------------------------ Chief Financial Officer
Robert C. Singer (principal financial
and accounting officer)
/S/ JOHN D. BELETIC Director January 21, 2000
- -------------------------------
John D. Beletic
/S/ JEROME C. EPPLER Director January 21, 2000
- -----------------------------
Jerome C. Eppler
/S/ BENN R. KONSYNSKI Director January 21, 2000
- ---------------------------
Benn R. Konsynski
/S/ DENNIS J. SHAUGHNESSY Director January 21, 2000
- -------------------------
Dennis J. Shaughnessy
/S/ MORTON F. ZIFFERER, JR. Director January 21, 2000
- ----------------------------
Morton F. Zifferer, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
Number Description
- ------ ------------------
3.1.1 Amended and Restated Certificate of Incorporation of the
Registrant filed on September 29, 1993 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
3.1.2 Certificate of Retirement of the Registrant filed on January
13, 1994 in the Office of the Secretary of State of the State
of Delaware (incorporated by reference to Exhibit 3.1.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-81834)).
3.1.3 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on July 20, 1994 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.3 to the Registrant's Registration
Statement of Form S-1 (No. 33-81834)).
3.1.4 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on September 6, 1996 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 28, 1997).
3.2.1 Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
3.2.2 First Amendment to Amended and Restated By-laws of the
Registrant (incorporated by reference to Exhibit 3.2.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-81834)).
4 Form of TESSCO Technologies Incorporated Team Member Stock
Purchase Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained
in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
<PAGE>
TESSCO TECHNOLOGIES INCORPORATED
TEAM MEMBER STOCK PURCHASE PLAN
Effective February 1, 1999
<PAGE>
TESSCO TECHNOLOGIES INCORPORATED
TEAM MEMBER STOCK PURCHASE PLAN
TABLE OF CONTENTS
<TABLE>
ARTICLE I
<S> <C>
1.1 PURPOSE OF PLAN.............................................................................1
ARTICLE II DEFINITIONS
2.1 ADMINISTRATIVE AGENT........................................................................1
2.2 COMMITTEE...................................................................................1
2.3 COMPENSATION................................................................................1
2.4 FAIR MARKET VALUE ..........................................................................1
2.5 OFFER DATE..................................................................................1
2.6 OFFER PERIOD................................................................................1
2.7 OFFERING TERMINATION DATE...................................................................2
2.8 OPTION PERCENTAGE...........................................................................2
2.9 OPTION VALUE................................................................................2
2.10 PARTICIPANT.................................................................................2
2.11 PLAN ADMINISTRATOR..........................................................................2
2.12 TEAM MEMBER.................................................................................2
2.13 TRADING DAY.................................................................................2
ARTICLE III ELIGIBILITY AND PARTICIPATION
3.1 INITIAL ELIGIBILITY.........................................................................2
3.2 LEAVE OF ABSENCE............................................................................2
3.3 RESTRICTIONS ON PARTICIPATION...............................................................2
3.4 COMMENCEMENT OF PARTICIPATION...............................................................3
ARTICLE IV OFFERINGS
4.1 NUMBER OF SHARES TO BE OFFERED..............................................................3
4.2 OFFER PERIODS...............................................................................3
ARTICLE V PAYROLL DEDUCTIONS
5.1 AMOUNT OF DEDUCTION.........................................................................4
5.2 PARTICIPANT'S ACCOUNT.......................................................................4
5.3 CHANGES IN PAYROLL DEDUCTIONS...............................................................4
5.4 LEAVE OF ABSENCE............................................................................4
ARTICLE VI GRANTING OF OPTION
6.1 NUMBER OF OPTION SHARES.....................................................................4
6.2 OPTION PRICE................................................................................5
ARTICLE VII EXERCISE OF OPTION
7.1 AUTOMATIC EXERCISE..........................................................................5
7.2 FRACTIONAL SHARES...........................................................................5
7.3 TRANSFER OF OPTION..........................................................................5
</TABLE>
<PAGE>
<TABLE>
<S> <C>
7.4 DELIVERY OF STOCK...........................................................................5
7.5 WITHDRAWAL OF ACCOUNT.......................................................................6
ARTICLE VIII WITHDRAWAL
8.1 IN GENERAL..................................................................................6
8.2 EFFECT ON SUBSEQUENT PARTICIPATION..........................................................6
8.3 TERMINATION OF EMPLOYMENT...................................................................6
8.4 TERMINATION OF EMPLOYMENT DUE TO DEATH......................................................6
ARTICLE IX INTEREST
9.1 PAYMENT OF INTEREST.........................................................................7
ARTICLE X STOCK
10.1 MAXIMUM SHARES..............................................................................7
10.2 PARTICIPANT'S INTEREST IN OPTION STOCK......................................................7
10.3 REGISTRATION OF STOCK.......................................................................7
10.4 DISPOSITION OF STOCK........................................................................7
ARTICLE XI ADMINISTRATION
11.1 APPOINTMENT OF COMMITTEE....................................................................8
11.2 AUTHORITY OF COMMITTEE......................................................................8
11.3 RULES GOVERNING THE ADMINISTRATION OF THE
COMMITTEE...................................................................................8
ARTICLE XII MISCELLANEOUS PROVISIONS
12.1 DESIGNATION OF BENEFICIARY..................................................................8
12.2 TRANSFERABILITY.............................................................................9
12.3 USE OF FUNDS................................................................................9
12.4 ADJUSTMENT UPON CHANGES IN CAPITALIZATION...................................................9
12.5 AMENDMENT AND TERMINATION..................................................................10
12.6 EFFECTIVE DATE.............................................................................10
12.7 NO EMPLOYMENT RIGHTS.......................................................................10
12.8 EFFECT OF PLAN.............................................................................10
12.9 GOVERNING LAW..............................................................................10
</TABLE>
<PAGE>
TESSCO TECHNOLOGIES INCORPORATED
TEAM MEMBER STOCK PURCHASE PLAN
ARTICLE I
----------
PURPOSE OF PLAN
----------------
1.1 PURPOSE OF PLAN. This TESSCO Technologies Incorporated Team Member
Stock Purchase Plan (the "Plan") is intended to provide a method whereby
eligible Team Members of TESSCO Technologies Incorporated (hereinafter referred
to, unless the context otherwise requires, as the "Company") will have an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of the common stock of the Company. It is the intention of
the Company to have the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that Section of
the Code.
ARTICLE II
DEFINITIONS
2.1. ADMINISTRATIVE AGENT means the registered broker dealer hired by
the Company to assist in the administration of the Plan.
2.2. COMMITTEE means the individuals described in Article XI.
2.3. COMPENSATION means base salary or draw and monthly variable
compensation (if any) paid in each Offer Period. Compensation does not include
quarterly or annual variable compensation, overtime, severance pay, pay in lieu
of vacation, imputed income for income tax purposes, patent and award fees,
awards and prizes, back pay awards, reimbursement of expenses and living
allowances, educational allowances, expense allowances, disability benefits
under any insurance program, fringe benefits, deferred compensation,
compensation under the Company's stock plans, amounts paid for services as an
independent contractor, or any other form of compensation excluded by the
Committee in its discretion. Compensation shall be determined before giving
effect to any salary reduction agreement pursuant to a qualified cash or
deferred arrangement within the meaning of Section 401(k) of the Code or to any
similar salary reduction agreement pursuant to any cafeteria plan (within the
meaning of Section 125 of the Code).
2.4. FAIR MARKET VALUE means the average of the closing bid and
asked prices of the Company's common stock as reported by the Nasdaq System.
2.5. OFFER DATE means the date described in Section 4.2.
2.6. OFFER PERIOD means the period described in Section 4.2.
2.7. OFFERING TERMINATION DATE means the date described in
Section 4.2.
2.8. OPTION PERCENTAGE means the percentage described in
Section 6.1.
2.9. OPTION VALUE means the value described in Section 6.1.
2.10. PARTICIPANT means any individual who has satisfied the
eligibility and participation requirements set forth in Article III.
<PAGE>
2.11. PLAN ADMINISTRATOR means the Company or any third party
administrator designated by the Company.
2.12. TEAM MEMBER means, subject to Section 3.2, any person employed
on a full-time or part-time basis by the Company whose customary employment is
for twenty (20) or more hours per week for the Company.
2.13. TRADING DAY means the day described in Section 4.2.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 INITIAL ELIGIBILITY. A Team Member shall become eligible to
participate in this Plan on the earlier of: (1) the Team Member's eligibility to
make elective deferrals into the TESSCO Technologies Incorporated 401(k) Plan;
or (2) the Offer Period following the first anniversary of the Team Member's
employment by the Company. Notwithstanding the foregoing, Team Members who
customarily work less than twenty (20) hours per week or less than five (5)
months per year will be ineligible to participate in this Plan.
3.2. LEAVE OF ABSENCE. For purposes of participation in the Plan, a
person on leave of absence shall be deemed to be a Team Member for the first
ninety (90) days of such leave of absence and such Team Member's employment
shall be deemed to have terminated at the close of business on the 90th day of
such leave of absence unless such Team Member shall have returned to regular
full-time or part-time employment (as the case may be) prior to the close of
business on such 90th day. Termination by the Company of any Team Member's leave
of absence, other than termination of such leave of absence on return to full
time or part time employment, shall terminate a Team Member's employment for all
purposes of the Plan and shall terminate such Team Member's participation in the
Plan and right to exercise any option.
3.3. RESTRICTIONS ON PARTICIPATION. Notwithstanding any provisions of
the Plan to the contrary, no Team Member shall be granted an option under the
Plan:
(a) if, immediately after the grant, such Team Member would own stock,
and/or hold outstanding options to purchase stock, possessing five
percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company (for purposes of this paragraph, the
rules of Section 424(d) of the Code shall apply in determining stock
ownership of any Team Member); or
(b) which permits his rights to purchase stock under all employee stock
purchase plans of the Company to accrue at a rate which exceeds $25,000
in Fair Market Value of the stock (determined as of the date such
option is granted) for each calendar year in which such option is
outstanding.
3.4. COMMENCEMENT OF PARTICIPATION. An eligible Team Member may become
a Participant by completing an authorization for payroll deductions on the form
provided by the Company and filing it with the office of the Plan Administrator
of the Company within the time prescribed by the Plan Administrator. Payroll
deductions for a Participant shall become effective as of the first payroll
period ending in the month in which participation commences and shall remain in
effect until modified or revoked by the Participant pursuant to Section 5.3 and
Article VIII.
<PAGE>
ARTICLE IV
OFFERINGS
4.1. NUMBER OF SHARES TO BE OFFERED. The maximum number of shares of
common stock of the Company that may be purchased under the Plan is two hundred
thousand (200,000). Such shares may be treasury shares or authorized and
unissued shares as the Committee may determine in its discretion. The Company,
by action of its Board of Directors upon the advice of the Committee and subject
to stockholder approval, may increase the number of shares reserved under the
Plan.
4.2. OFFER PERIODS. The Plan shall provide two Offer Periods in each
year in which the Plan is in effect, each of which shall commence on one of two
Offer Dates and end on one of two Offering Termination Dates. The first Offer
Period shall commence on the first Trading Day on or after March 1 (the first
"Offer Date") and terminate on the last Trading Day in the period ending the
following August 31 (the first "Offering Termination Date"). The second Offer
Period shall commence on the first Trading Day on or after September 1 (the
second "Offer Date") and terminate on the last Trading Day in the period ending
the following February 28, or in the case of a leap year, the following February
29 (the second "Offering Termination Date"). Upon the Offer Date, the Company
will issue to each then eligible Team Member, an option to purchase, based upon
the amount of the Team Member's Compensation to be reduced during the Offer
Period, the number of full shares of common stock (the "Offering") as determined
and limited by the Section 6.1. For purposes of this Plan, a Trading Day is a
day on which shares of common stock of the Company are traded on the NASDAQ
Stock Market.
ARTICLE V
PAYROLL DEDUCTIONS
5.1. AMOUNT OF DEDUCTION. At the time a Participant files his
authorization for payroll deduction, he shall elect the percentage rate of
Compensation to be deducted on each payday during the time he is a Participant
in an Offer Period. In the case of a part-time hourly Team Member, such Team
Member's Compensation during an Offering shall be determined by multiplying such
Team Member's hourly rate of pay in effect during an Offer Period by the number
of regularly scheduled hours of work for such Team Member during such Offer
Period.
Notwithstanding the foregoing, in no event will a Team Member be
granted an option under the Plan which permits his rights to purchase stock
under all employee stock purchase plans of the Company to accrue at a rate which
exceeds $25,000 in Fair Market Value of the stock (determined as of the date
such option is granted) for each calendar year in which such option is
outstanding.
5.2. PARTICIPANT'S ACCOUNT. All payroll deductions made for a
Participant shall be credited to his account under the Plan. The Participant's
account will consist of a bookkeeping entry in the Company's financial records.
A Participant may not make any separate cash payment into such account except
when on leave of absence and then only as provided in Section 5.4.
5.3. CHANGES IN PAYROLL DEDUCTIONS. A Participant may discontinue his
participation in the Plan as described in Article VIII, but no other change can
be made with regard to an Offer Period and, specifically, a Participant may not
alter the amount of his payroll deductions for that Offer Period. Except as
provided in Article VIII, a Participant may modify or revoke an authorization
for payroll deductions only with respect to future Offer Periods.
<PAGE>
5.4. LEAVE OF ABSENCE. If a Participant goes on an approved leave of
absence without pay, such Participant shall have the right to elect to withdraw
the balance in his or her account pursuant to Section 8.1, or the Participant
shall have the right to elect to carryover the balance in his or her account to
be applied to the purchase of shares in a subsequent Offer Period. If a
Participant goes on an approved leave of absence with pay (no interruption of
bi-weekly salary), the Participant shall continue to be eligible to participate
in the Plan.
ARTICLE VI
GRANTING OF OPTION
6.1. NUMBER OF OPTION SHARES. On each Offer Date, participating Team
Members shall be deemed to have been granted options to purchase shares of
common stock of the Company equal to the number of full shares that may be
purchased with the Team Members authorized payroll deductions for the Offer
Period. The number of shares that may be so purchased shall be determined by
dividing the total of the Team Member's payroll deductions authorized to be made
during the Offer Period (plus any carryovers of amounts not applied to the
purchase of shares in an earlier Offer Period) by the Option Value of the common
stock of the Company at the beginning of the Offer Period. The Option Value for
the Offer Period shall be the Option Percentage, multiplied by the Fair Market
Value of the common stock on the first Trading Day of the Offer Period.
Prior to each Offer Period, the Option Percentage shall be determined
by the Committee, in its sole and absolute subjective discretion, which
percentage shall be at least eighty-five percent (85%) and not more than one
hundred percent (100%).
Any amount credited to a Participant's account that will not purchase a
full share or is in excess of the amount needed to fully exercise the Team
Member's option for that Offer Period will be carried forward to the next Offer
Period.
6.2. OPTION PRICE. The Option Price of stock purchased with
payroll deductions made during such Offer Period for a Participant therein shall
be the lesser of:
(i) the Option Percentage multiplied by the Fair Market
Value of a share of common stock on the first Trading Day of the Offer Period
(the "Offer Date"); or
(ii) the Option Percentage multiplied by the Fair Market
Value of a share of common stock on the last Trading Day of the Offer Period
(the "Offering Termination Date").
ARTICLE VII
EXERCISE OF OPTION
7.1. AUTOMATIC EXERCISE. Unless a Participant withdraws from the Plan
as provided in Article 8, his option to purchase stock with payroll deductions
made during each Offer Period will be deemed to have been exercised
automatically on the Offering Termination Date (as defined in Section 4.2)
applicable to such Offering, for the purchase of the number of full shares of
stock which the accumulated payroll deductions and carryovers in his account at
that time will purchase at the applicable Option Price (but not in excess of the
number of shares for which options were deemed to have been granted to the Team
Member at the Offer Date pursuant to Article VI).
7.2. FRACTIONAL SHARES. Fractional shares will not be issued under the
Plan and any accumulated payroll deductions which would have been used to
purchase fractional shares will be carried over to the next Offer Period
pursuant to Section 6.1.
<PAGE>
7.3. TRANSFER OF OPTION. During a Participant's lifetime, options held
by such Participant shall be exercisable only by that Participant.
7.4 DELIVERY OF STOCK. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to the
Administrative Agent, as appropriate, certificates for the shares of stock
purchased upon exercise of the Participant's option. Certificates for the shares
of stock purchased upon exercise of the Participant's option will be held by the
Administrative Agent in accordance with Section 10.4.
7.5 WITHDRAWAL OF ACCOUNT. By written notice to the Plan Administrator
of the Company at any time prior to the Offering Termination Date applicable to
any Offering, a Participant may elect to withdraw all the accumulated payroll
deductions in his account at such time.
ARTICLE VIII
WITHDRAWAL
8.1. IN GENERAL. As indicated in Section 7.5, a Participant may
withdraw payroll deductions credited to his account under the Plan at any time
prior to the Offering Termination Date applicable to any Offering by giving
written notice to the Plan Administrator of the Company. All of the
Participant's payroll deductions credited to his account will be paid to him
promptly after receipt of his notice of withdrawal, and no further payroll
deductions will be made from his pay during such Offering. The Company may, at
its option, treat any attempt by a Team Member to borrow on the security of his
accumulated payroll deductions as an election to withdraw such deductions.
8.2. EFFECT ON SUBSEQUENT PARTICIPATION. A Participant's withdrawal of
his account will not have any effect upon his eligibility to participate in any
succeeding Offering or in any similar plan which may hereafter be adopted by the
Company.
8.3. TERMINATION OF EMPLOYMENT. Upon termination of the Participant's
employment for any reason, including retirement (but excluding death while in
the employ of the Company or continuation of a leave of absence for a period
beyond ninety (90) days), the payroll deductions credited to his account will be
returned to him, or, in the case of his death subsequent to the termination of
his employment, to the person or persons entitled thereto under Section 12.1.
8.4. TERMINATION OF EMPLOYMENT DUE TO DEATH. Upon termination of the
Participant's employment because of his death, his beneficiary (as defined in
Section 12.1) shall have the right to elect, by written notice given to the Plan
Administrator prior to the earlier of the Offering Termination Date or the
expiration of a period of sixty (60) days commencing with the date of death of
the Participant, either
(a) to withdraw all of the payroll deductions credited to the
Participant's account under the Plan, or
(b) to exercise the Participant's option for the purchase of stock on
the Offering Termination Date next following the date of the
Participant's death for the purchase of the number of full shares of
stock which the accumulated payroll deductions in the Participant's
account at the date of the Participant's death will purchase at the
applicable option price, and any excess credited to such account will
be paid to said beneficiary, without interest.
<PAGE>
In the event that no such written notice of election shall be duly
received by the Plan Administrator, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the Participant's
option.
ARTICLE IX
INTEREST
9.1 PAYMENT OF INTEREST. No interest will be paid or allowed on any
money paid into the Plan or credited to the account of any Participant Team
Member.
ARTICLE X
STOCK
10.1. MAXIMUM SHARES. If the total number of shares for which options are
exercised on any Offering Termination Date in accordance with Article VI exceeds
the maximum number of authorized shares remaining for purchase under Section
4.1, the Committee shall make a pro rata allocation (based on the amounts
deducted from pay) of the shares available for delivery and distribution in as
nearly a uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of payroll deductions credited to the account of each
Participant under the Plan shall be returned to him as promptly as possible.
10.2. PARTICIPANT'S INTEREST IN OPTION STOCK. The Participant will have no
interest in any shares of stock covered by his option until such option has been
exercised and shares have been issued to the Participant.
10.3. REGISTRATION OF STOCK. Stock to be delivered to a Participant under
the Plan will be registered in the name of the Participant, or, if the
Participant so directs by written notice to the Plan Administrator of the
Company prior to the Offering Termination Date applicable thereto, in the names
of the Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship to the extent
permitted by applicable law.
10.4. DISPOSITION OF STOCK. Shares of common stock to be delivered to any
individual by virtue of such individual's participation in the Plan will be held
by the Administrative Agent for at least eighteen (18) months following the
Offering Termination Date. Notwithstanding the foregoing, during such period
that the common stock is held by the Administrative Agent, such individual shall
be the owner of record, provided however, that such individual may not sell,
assign, or otherwise dispose of such common stock during the eighteen (18) month
period immediately following the Offering Termination Date.
ARTICLE XI
ADMINISTRATION
11.1. APPOINTMENT OF COMMITTEE. The Compensation Committee shall administer
the Plan, which shall consist of no fewer than three members of the Board of
Directors. No member of the Committee shall be a Team Member eligible to
purchase stock under the Plan.
11.2. AUTHORITY OF COMMITTEE. Subject to the express provisions of the Plan,
the Committee shall have plenary authority in its discretion to interpret and
construe any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other
<PAGE>
determinations deemed necessary or advisable for administering the Plan. The
Committee's determination on the foregoing matters shall be conclusive.
11.3. RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE. The Board of
Directors may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed and may fill vacancies,
however caused, in the Committee. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places as it shall
deem advisable and may hold telephonic meetings. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent it
shall deem desirable and in accordance with applicable law. Any decision or
determination reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
ARTICLE XII
MISCELLANEOUS
12.1. DESIGNATION OF BENEFICIARY. A Participant may file a written
designation of one or more beneficiaries who is to receive any stock and/or cash
issuable or payable, as the case may be, after the Participant's death. Such
designation of beneficiary may be changed by the Participant at any time by
written notice delivered prior to the Participant's death to the Plan
Administrator. Upon the death of a Participant, if the Plan Administrator has
received a valid designation of beneficiary and receives sufficient proof of
such beneficiary's identity, the Company shall deliver such stock and/or cash to
such beneficiary. In the event of the death of a Participant and in the absence
of a living, validly designated beneficiary, the Company shall deliver such
stock and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Committee, in its discretion, may cause the
Company to deliver such stock and/or cash to the spouse or to any one or more
dependents of the Participant as the Company may designate. No beneficiary
shall, prior to the death of the Participant by whom he has been designated,
acquire any interest in the stock or cash credited to the Participant under the
Plan.
12.2. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the Participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Plan
Administrator may treat such act as an election to withdraw funds in accordance
with Section 8.1.
12.3. USE OF FUNDS. All payroll deductions received or held by the Company
under this Plan may be used by the Company for any corporate purpose and the
Company shall not be obligated to segregate such payroll deductions.
12.4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) If, during any Offer Period, the outstanding shares of common stock of
the Company have increased, decreased, changed into, or been exchanged for a
different number or kind of shares or securities of the Company without the
receipt of consideration through reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which
<PAGE>
are subject to purchase under outstanding options and on the option exercise
price applicable to such outstanding options. In addition, in any such event,
the number and/or kind of shares which may be offered in the Offerings described
in Article IV hereof shall also be proportionately adjusted. No adjustments
shall be made for stock dividends. For the purposes of this paragraph, any
distribution of shares to shareholders in an amount aggregating 20% or more of
the outstanding shares shall be deemed a stock split and any distributions of
shares aggregating less than 20% of the outstanding shares shall be deemed a
stock dividend.
(b) If, during the Offer Period, the Company dissolves, liquidates,
reorganizes, merges, or consolidates with one or more corporations as a result
of which the Company is not the surviving corporation, or upon a sale of
substantially all of the property or stock of the Company to another
corporation, the holder of each option then outstanding under the Plan will
thereafter be entitled to receive at the next Offering Termination Date upon the
exercise of such option for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of the common stock was entitled to
receive upon and at the time of such transaction. The Board of Directors shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.4 shall thereafter be
applicable, as nearly as reasonably may be determined, in relation to the said
cash, securities and/or property as to which such holder of such option might
thereafter be entitled to receive.
12.5. AMENDMENT AND TERMINATION. The Board of Directors shall have complete
power and authority to terminate or amend the Plan; provided, however, that the
Board of Directors shall not, without the approval of the stockholders of the
Corporation (i) increase the maximum number of shares which may be issued under
any Offering; (ii) or amend the requirements as to the class of Team Members
eligible to purchase stock under the Plan. No termination, modification, or
amendment of the Plan may, without the consent of a Team Member then having an
option under the Plan to purchase stock, adversely affect the rights of such
Team Member under such option.
12.6. EFFECTIVE DATE. The Plan shall become effective as of February 1,
1999, subject to the approval by the holders of the majority of the common stock
present and represented at a special or annual meeting of the shareholders held
on or before February 1, 2000. If the Plan is not so approved, the Plan shall
not become effective.
12.7. NO EMPLOYMENT RIGHTS. The Plan does not, directly or indirectly,
create in any Team Member or class of Team Members any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
a Team Member's employment at any time.
12.8. EFFECT OF PLAN. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of all Team Members and all
beneficiaries of Team Members participating in the Plan, including, without
limitation, each such Team Member's estate and the executors, administrators or
trustees thereof, heirs and legatees.
12.9. GOVERNING LAW. The law of the State of Maryland will govern all
matters relating to this Plan except to the extent it is superseded by the laws
of the United States.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer and its seal to be affixed hereto, effective, except as
specified to the contrary herein, as of February 1, 1999.
ATTEST: TESSCO TECHNOLOGIES INCORPORATED
By:
- -------------------------------------- ---------------------------------
Name:
--------------------------------
Title:
------------------------------
<PAGE>
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
January 21, 2000
TESSCO Technologies Incorporated
11126 McCormick Road
Hunt Valley, Maryland 21031
Re: TESSCO Technologies Incorporated, a Delaware corporation (the
"Corporation"): Registration Statement on Form S-8 to be filed
on or about the date hereof relating to 200,000 shares (the
"Shares") of common stock, par value $.01 per share ("Common
Stock"), of the Corporation subject to sale under the TESSCO
Technologies Incorporated TEAM MEMBER STOCK PURCHASE PLAN (THE
"PLAN")
Ladies and Gentlemen:
In connection with the registration by the Corporation of the
Shares under a Registration Statement on Form S-8 (the "Registration
Statement"), filed on or about the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"), you have requested our opinion as to the matters set forth below.
We have acted as counsel for the Corporation in connection
with the matters described herein. In our capacity as counsel to the
Corporation, we have reviewed and relied upon one or more certificates from the
officers of the Corporation and on various certificates from, and documents
filed in, the Office of the Secretary of State of the State of Delaware (the
"Secretary"), including the certificate of incorporation of the Corporation,
consisting of the Amended and Restated Certificate of Incorporation filed with
the Secretary on September 29, 1993, the Certificate of Retirement filed with
the Secretary on January 13, 1994, the Certificate of Amendment filed with the
Secretary on July 20, 1994 and the Certificate of Amendment filed with the
Secretary on September 6, 1996. We have also reviewed and are familiar with (a)
the bylaws of the Corporation, (b) certain resolutions adopted by the Board of
Directors of the Corporation and in full force and effect on the date hereof
relating to the authorization of the issuance and registration of the Shares
(the "Resolutions"), (c) the Plan, (d) the Registration Statement and (e) such
laws, records, documents, certificates, opinions and instruments as we deem
necessary to render this opinion.
<PAGE>
In rendering the opinion set forth below, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to the originals of all documents submitted
to us as certified, photostatic or conformed copies. In addition, we have
assumed that each person executing any instrument, document or certificate
referred to herein on behalf of any party is duly authorized to do so. We have
further assumed that (a) the number of authorized but unissued shares of Common
Stock issued by the Corporation pursuant to the Plan (the "New Shares") will not
exceed 200,000 and (b) the sum of (i) the number of New Shares and (ii) the
number of shares of Common Stock that are treasury shares of the Corporation
sold pursuant to the Plan will not exceed 200,000, in the event that the
Corporation sells treasury shares as permitted in the Plan.
Based upon the foregoing and subject to the assumptions,
limitations and qualifications set forth herein, it is our opinion that, as of
the date of this letter:
The New Shares have been duly authorized for issuance and,
when issued and delivered upon receipt of the consideration therefor as
contemplated by the Plan and otherwise in accordance with the Resolutions, will
be legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of
the State of Delaware and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of any
federal or state securities laws, including the securities laws of the State of
Delaware. To the extent that any matter as to which our opinion is expressed
herein would be governed by the laws of any jurisdiction other than the State of
Delaware, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission
to the Commission as an exhibit to the Registration Statement. We consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
use of the name of our firm in the section entitled "Legal Matters" in the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated April 21, 1999, on
the consolidated financial statements and schedule of TESSCO Technologies
Incorporated, included in TESSCO Technologies Incorporated's Annual Report on
Form 10-K for the fiscal year ended March 28, 1999, and to all references to our
firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN
----------------------
Arthur Andersen
Baltimore, Maryland
JANUARY 21, 2000
