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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BTG, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
7373
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
54-1194161
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1945 OLD GALLOWS ROAD
VIENNA, VIRGINIA 22182
(703) 556-6518
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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EDWARD H. BERSOFF
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BTG, INC.
1945 OLD GALLOWS ROAD
VIENNA, VIRGINIA 22182
(703) 556-6518
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
DAVID B. H. MARTIN, JR., ESQUIRE
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-6858
WILLIAM J. GRANT, JR., ESQUIRE
WILLKIE FARR & GALLAGHER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act of 1933 registration statement number of the earlier
effective registration statement for the same offering. [X] 333-14767
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, no par value:....... 287,500 $16.25 $4,671,875 $1,415.72
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(1) Includes 37,500 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment options.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by BTG,
Inc. with the Securities and Exchange Commission (Registration No. 333-14767)
pursuant to the Securities Act of 1933, as amended, is incorporated by reference
into this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Fairfax, Virginia, on
the 26th day of November, 1996.
BTG, INC.
By: /s/ EDWARD H. BERSOFF
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EDWARD H. BERSOFF
CHAIRMAN OF THE BOARD, PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 26th day of November, 1996.
<TABLE>
<CAPTION>
CAPACITY DATE
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<S> <C> <C>
/s/ EDWARD H. BERSOFF
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EDWARD H. BERSOFF Chairman of the Board, President November 26, 1996
and Chief Executive Officer
/s/ JOHN M. HUGHES
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JOHN M. HUGHES Senior Vice President, November 26, 1996
Chief Financial Officer
/s/ RUTH M. DAVIS
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RUTH M. DAVIS Director November 26, 1996
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JAMES V. KIMSEY Director November 26, 1996
/s/ ALAN G. MERTEN
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ALAN G. MERTEN Director November 26, 1996
/s/ RAYMOND TATE
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RAYMOND TATE Director November 26, 1996
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RONALD L. TURNER Director November 26, 1996
/s/ DONALD M. WALLACH
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DONALD M. WALLACH Director November 26, 1996
</TABLE>
II-5
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<C> <S> <C>
5.1
Opinion of Hogan & Hartson L.L.P. regarding the validity of the Common
Stock being registered.
23.1
Consent of Hogan & Hartson L.L.P. (included in exhibit 5.1)
23.2
Consent of KPMG Peat Marwick LLP
23.3
Consent of Thompson, Greenspon & Co., P.C.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Hogan & Hartson L.L.P. Letterhead]
November 26, 1996
Board of Directors
BTG, Inc.
1945 Old Gallows Road
Vienna, Virginia 22182
Ladies and Gentlemen:
We are acting as counsel to BTG, Inc. a Virginia corporation (the
"Company"), in connection with its registration statement on Form S-1, as
amended (the "Registration Statement") filed with the Securities and Exchange
Commission relating to the proposed public offering of up to 287,500 shares
of common stock, no par value per share (the "Shares") of the Company, up to
277,500 of which shares (the "Company Shares") are to be sold by the Company
and up to 10,000 of which shares (the "Selling Shareholder Shares", and
together with the Company Shares, the "Shares") are to be sold by a certain
stockholder of the Company. This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as certified
by the State Corporation Commission of the Commonwealth of
Virginia on November 19, 1996 and by the Secretary of the
Company on the date hereof as then being complete, accurate
and in effect.
3. The Bylaws of the Company, as certified by the Secretary of
the Company on the date hereof as then being complete,
accurate and in effect.
4. The proposed form of Underwriting Agreement among the Company
and the several Underwriters to be named therein, for whom
Prudential Securities Incorporated, Janney Montgomery
<PAGE> 2
Board of Directors
BTG, Inc.
November 26, 1996
Page 2
Scott Inc. and Ferris, Baker Watts, Incorporated will act as
representatives, filed as Exhibit 1.1 to the Registration
Statement (the "Underwriting Agreement").
5. Resolutions of the Board of Directors of the Company adopted
on November 26, 1996, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate
and in effect, relating to the issuance and sale of the Shares
and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
Virginia Stock Corporation Act. We express no opinion herein as to any other
laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) effectiveness of the Registration Statement,
(ii) issuance of the Shares pursuant to the terms of the Underwriting Agreement
and (iii) receipt by the Company of the consideration for the Shares, the Shares
will be validly issued, fully paid and nonassessable under the Virginia Stock
Corporation Act. Also, based upon, subject to and limited by the foregoing,
with respect to the Selling Shareholder Shares, we are of the opinion that the
Selling Shareholder Shares are duly authorized and, assuming the receipt of
consideration therefor as provided in the resolutions of the Company's Board of
Directors authorizing issuance thereof, are validly issued, fully paid and
non-assessable under the Virginia Stock Corporation Act.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
Hogan & Hartson L.L.P.
/s/ Hogan & Hartson L.L.P.
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EXHIBIT 23.2
The Board of Directors
BTG, Inc.:
The audits referred to in our report dated May 10, 1996, included the
related financial statement schedule for each of the years in the three-year
period ended March 31, 1996, included in the registration statement. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
schedule based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
We consent to the use of our reports included herein and to the reference to
our firm under the headings "Selected Consolidated Financial Data" and
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
McLean, VA
November 26, 1996
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EXHIBIT 23.3
To the Board of Directors
BTG, Inc.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ THOMPSON GREENSPON & CO.
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Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
November 26, 1996
